Shareholder Rights
The revised Shareholder Rights Directive (“SRD II”) is reflected in the UK through section COBS 2.2B of the Financial Conduct Authority’s Conduct of Business Sourcebook. These rules apply to CIBRA Capital Ltd (“CIBRA” or the “Firm”), as a UK MiFID investment firm providing portfolio management services, to the extent that it invests on behalf of investors in shares traded on a regulated market within the scope of the rules.
The rules require a firm either to publish an engagement policy and annual information about its implementation, or to provide a clear and reasoned explanation for choosing not to comply with any of those requirements.
CIBRA’s position
CIBRA supports the principles and objectives of SRD II. The Firm has chosen not to publish an engagement policy and annual implementation disclosures under COBS 2.2B.5R(1), for the reasons set out below.
The Firm manages a global event-driven strategy through transactions including merger arbitrage, special purpose acquisition companies and other significant corporate events. Its engagement is driven by individual investment circumstances. A programme of sustained shareholder engagement is not central to this approach, and disclosure of transaction-specific engagement may reveal proprietary investment views or otherwise prejudice investors’ interests.
Voting and engagement
The Firm holds exposure through physical equity holdings and swap positions. A swap position does not itself entitle the Firm to vote or attend shareholder meetings. Where the Firm has authority to exercise voting rights attached to physical holdings, it will do so in the best interests of its investors.
The Firm may engage with company management or cooperate with other stakeholders where it considers this to be in its investors’ best interests. Such engagement takes place on a case-by-case basis as part of the investment process.
The Firm has a Proxy Voting Policy, which is available to investors upon request.
The Firm will keep its position under SRD II under review and update this statement if its approach changes.