UK Guidelines for Disclosure and Transparency in Private Equity

In 2007 the British Private Equity & Venture Capital Association (“BVCA”) and a group of leading private equity firms commissioned Sir David Walker to enquire into the adequacy of transparency and disclosure of information by members of the BVCA. Following extensive consultation, the Guidelines for Disclosure and Transparency in Private Equity (“the Guidelines”) were published in November 2007 and adopted by the BVCA. In 2014 the guidelines were amended to make enhanced disclosures in line with section 414C of the Companies Act 2006.

TDR Capital shares the view of  the BVCA that members of the private equity industry should work together to provide a better understanding of its function and its contribution to overall economic performance, in terms of employment, productivity, investment and growth.

TDR Capital is a member of the BVCA and is committed to conform with the Guidelines on a comply or explain basis. Set out below and elsewhere on this website is the information which the Guidelines suggest be made available in relation to private equity  firms. TDR Capital works with its portfolio companies  to promote conformity with the provisions of the Guidelines.

History and Investment Approach

TDR Capital is a London-based private investment firm founded in 2002. TDR Capital manages or advises funds which typically seek to acquire interests in businesses normally based in, or with sizeable business operations in, Europe.

Further information on our investment approach can be found on About us.

Please see Our portfolio for examples of our investments.

Management of TDR Capital

TDR Capital LLP has overall responsibility for the management of the TDR Capital funds. The Partners are generally members of TDR Capital LLP.

Decisions in relation to the investments of the TDR Capital funds are generally made by the Partners of the firm, whose details may be found under Our Team.

TDR Capital LLP is authorised and regulated by the Financial Conduct Authority (“FCA”). TDR’s firm reference number is 216708.

Conflicts of Interest

TDR Capital has sought to structure itself to avoid potential conflicts of interest. Our primary business is the management of our related private investment funds and the portfolio companies within these funds. The firm does not have any separate corporate advisory or other related areas of business.

To the extent that any conflicts of interest do arise in relation to the affairs of the firm, we have established procedures to identify and manage and, where required, disclose these conflicts of interest. In addition to the firm’s own internal conflict procedures, the funds which the firm manages have their own advisory committee, generally composed of representatives of the investors, with whom conflicts of interest can be discussed. In respect of conflicts between TDR and the funds, the relevant fund documents provide that the advisory committee will be consulted on any potential conflicts of interest and, in certain specified situations, the consent of the committee by vote is needed before proceeding.

Commitment to the UK Stewardship Code

Under Rule 2.2.3R of the FCA’s Conduct of Business Sourcebook, firms are required to include on their website a disclosure about the nature of their commitment to the UK Financial Reporting Council’s Stewardship Code (the “Code”) or, where it does not commit to the Code, its alternative investment strategy. The Code is a voluntary code.

TDR Capital generally supports the objectives that underlie the Code, but, as the Code has been designed principally for institutional investors that hold minority positions in public companies, the relevant principles are not always applicable to TDR Capital and, as such, we have chosen not to commit formally to the Code. TDR Capital generally takes controlling positions in private businesses and as such generally puts in place monitoring and stewardship arrangements that far exceed those available to institutional investors in public companies.

Where TDR Capital-controlled funds hold a non-control position, we will generally only do so if we also hold a board seat or where we are able to put in place arrangements that allow us to monitor our position comprehensively.

Charity

TDR Capital supports a number of charities both financially and through the contribution of the time and expertise of our team. In addition, significant contributions are made by individual team members to charities of their choice.

Sustainable Finance Disclosure Regulation

The below section provides disclosures required under the Sustainable Finance Disclosure Regulation 2019/2088 on sustainability-related disclosures in the financial services sector (“SFDR”).

1. Introduction

TDR Capital LLP in its capacity as investment manager of the various TDR managed funds (“TDR”) is committed to acting as a responsible business, employer and investor. This includes disclosing our approach to environmental, social and governance (“ESG”) considerations publicly. This statement sets out the disclosures required under SFDR.

2. No Consideration of Adverse Sustainability Impacts (Article 4(1)(b))

TDR considers ESG factors in its investment process. We consider that our existing ESG Policy and Principles document (which can be found on our website under Investing Responsibly) is appropriate, proportional and tailored to the investment strategies of our investment funds. As a result, we do not consider adverse impacts of investment decisions on sustainability factors as specifically set out in SFDR. We continue to monitor regulatory developments with respect to the SFDR and other applicable ESG-focused laws and regulations, including the implementation of related and secondary legislation and regulatory guidance, and will, where required or otherwise appropriate, make changes to our existing policies and procedures.

3. Our Sustainability Risk Policies (Article 3(1))

In line with TDR’s ESG Policy and the ESG Principles in the ESG Policy, TDR seeks to integrate ESG considerations into each phase of its investment activities, from origination efforts, through due diligence, investment closing  and then during its ownership period to exit. Additional information with respect to these phases is set out below.

Due diligence: Prior to making an investment TDR will seek to undertake a due diligence process designed, inter alia, at identifying material ESG-related risks and opportunities associated with a potential investment opportunity and include these in the plan for due diligence. Risks and opportunities that are identified will generally be discussed with advisors and management and, where appropriate, TDR will engage external ESG specialists to investigate specific areas of risk or opportunities related to a potential portfolio company. Significant ESG risks identified during due diligence are normally raised and discussed with TDR’s investment committee prior to an investment decision being made.

Prior to closing an investment: An ESG report summarising the material ESG factors affecting the target business (including any which may need immediate attention) is normally prepared by the relevant TDR team, and presented to TDR’s Investment Committee, who will consider the report as part of the transaction review prior to an investment decision being made.

During our ownership period: Our Head of ESG and Sustainability will work with the management teams to agree ESG priorities, how performance on material ESG factors will be measured and tracked on an ongoing basis. Based on an agreed approach, periodic ESG reports at the level of each portfolio company are prepared and reviewed by TDR’s Responsible Investment Committee with feedback provided to TDR partners and the deal team regarding any concerns or further opportunities. In addition, portfolio companies are expected to report on certain key performance indicators (KPIs) on an annual basis, with some on a quarterly basis.

Exit: TDR’s ESG monitoring and processes put in place during ownership are designed to assist the portfolio companies in their own separate development of sustainability practices in respect of each of its investments. As part of the preparation for an exit, TDR will normally prepare a summary of the status of material ESG factors for inclusion in vendor due diligence. After exit, TDR will usually seek to identity the value delivered by the ESG initiatives which took place during the period of its ownership.

The identification and assessments of specific risks, including ESG risks, take place on an investment-by-investment basis in accordance with the above process. As a result of following this process, TDR seeks to ensure that identified ESG risks are managed in an effective responsible manner.

4. TDR’s Remuneration Policies in Relation to the Integration of Sustainability Risks (Article 5(1))

TDR has adopted a Remuneration Policy that reflects the applicable requirements of the FCA’s Senior Management Arrangements, Systems and Controls Sourcebook. As required by the FCA’s requirements, we believe our Remuneration Policy is consistent with and promotes sound and effective risk management, which we consider to include the management of sustainability risks in our investments. Staff performance is assessed based on a range of financial and non-financial criteria, including adherence to our due diligence procedures that are designed to identify and mitigate the risks inherent in each of our investments, including (as noted above) sustainability and other ESG-related risks identified and managed pursuant to our ESG Policy.

This statement is made in accordance with SFDR and constitutes TDR Capital LLP’s required ESG disclosures as at 6 September 2022. It has been approved by the Management Committee of TDR Capital LLP.