Terms and conditions
Please read the following carefully. Your use of this website is subject to the following terms and conditions (“Terms and Conditions“), which you are deemed to accept through your use of the website. If you do not agree to these Terms and Conditions, you must not use this website.
The Terms and Conditions are additional to (i) our Privacy Policy, which sets out the terms on which we process any personal data we collect from you, or that you provide to us and by using our website, and you consent to such processing and you warrant that all data provided by you is accurate, (ii) our Cookie Policy which sets out information about the cookies on our website, and (iii) any other terms and conditions that may apply to specific functions of the website or acceptable use policies.
About Inflexion Private Equity Partners LLP
Inflexion Private Equity Partners LLP is authorised and regulated by the Financial Conduct Authority (the “FCA”) in the United Kingdom. Inflexion Private Equity Partners LLP is entered on the FCA’s Financial Services Register with registration number 454319. The FCA’s Financial Services Register is available at http://www.fca.org.uk/register.
Inflexion Private Equity Partners LLP is incorporated in England and Wales and registered at Companies House (no. OC316601). The registered office of Inflexion Private Equity Partners LLP is at 47 Queen Anne Street, London W1G 9JG. Inflexion Private Equity Partners LLP’s VAT registration number is GB 840 1466 51.
You can contact Inflexion Private Equity Partners LLP by email at info@inflexion.com or by post at our registered office address above.
Inflexion Private Equity Partners LLP acts as adviser to Inflexion Buyout Fund IV General Partner Guernsey Limited (“BOF IV GP“), Inflexion Partnership Capital Fund I General Partner Guernsey Limited (“PCAP I GP“), Inflexion Enterprise Fund IV Guernsey Limited (“EF IV GP”), Inflexion Supplemental Fund IV Guernsey Limited (“SUPP IV GP”), Inflexion 2010 General Partner Limited (“2010 GP”), Inflexion Buyout Fund V GP Guernsey Limited (“BOF V GP”) and Inflexion Partnership Capital Fund II GP Guernsey Limited (“PCAP II GP”). These are limited companies incorporated in Guernsey and regulated by the Guernsey Financial Services Commission. BOF IV GP acts as manager and general partner to Inflexion Buyout Fund IV General Partner Guernsey Limited Partnership which acts as general partner to Inflexion Buyout Fund IV. PCAP I GP acts as manager and general partner to Inflexion Partnership Capital Fund I General Partner Guernsey Limited Partnership which acts as general partner to Inflexion Partnership Capital Fund I. EF IV GP acts as manager and general partner to Inflexion Enterprise Fund IV General Partner Guernsey Limited Partnership which acts as general partner to Inflexion Enterprise Fund IV. SUPP IV GP acts as manager and general partner to Inflexion Supplemental Fund IV General Partner Guernsey Limited Partnership which acts as general partner to Inflexion Supplemental Fund IV. 2010 GP acts as manager and general partner to Inflexion 2010 Buyout Fund and Inflexion 2012 Co-Investment Fund. BOF V GP acts as manager and general partner to Inflexion Buyout Fund V. PCAP II GP acts as manager and general partner to Inflexion Partnership Capital Fund II.
On this website, references to “Inflexion” are to one or more (as the context requires) of Inflexion Private Equity Partners LLP, BOF IV GP, PCAP I GP, SUPP IV GP, EF IV GP, 2010 GP, BOF V GP, PCAP II GP and certain other affiliated companies.
Walker Guidelines
Inflexion operates from London and provides investment advisory services to its affiliated investment funds. John Hartz and Simon Turner are managing partners of the firm. Inflexion has arrangements in place internally and with its limited partner investors to address potential conflicts of interest that may arise.
Inflexion is committed to conform on a “comply or explain” basis to the guidelines set out by Sir David Walker in his Guidelines for Disclosure and Transparency in Private Equity (November 2007) (the “Walker Guidelines”) as subsequently updated, most recently in 2014. Inflexion will provide reasons for any areas or instances where it does not comply with the Walker Guidelines.
Inflexion is also committed to promoting conformity with the Walker Guidelines by any Inflexion private equity investments that are subject to the disclosure requirements for portfolio companies under the Walker Guidelines. No Inflexion investment is currently subject to those requirements.
This Site
The “Site” means the whole or any part of the web pages located at www.inflexion.com and includes the layout of this website, individual elements of this website’s design, underlying code elements of this website, or text, sounds, graphics, animated elements or any other content of this website.
The Site and the information and materials contained within it uses the term “partner” to denote certain senior professionals, officers and employees of Inflexion. The use of this term does not necessarily mean that any Inflexion officer or employee carries on business as a partner or in partnership with another and nothing on this Site should be construed as indicating otherwise.
By accessing this Site you agree to be bound by the Terms and Conditions, the Cookie Policy and the Privacy Policy and the terms therein.
Inflexion provides this Site for the purposes of general information only and it is not intended to constitute or substitute legal or other professional advice. Although Inflexion has taken reasonable steps to ensure that the information on this Site is accurate, it should be noted that it can rapidly become out of date or be rendered inaccurate by changes to applicable laws and regulations and accordingly, Inflexion cannot give any assurances that it is up to date or complete.
Information on this Site may or may not have been prepared by Inflexion but is made available without responsibility on the part of Inflexion who neither assumes nor accepts any responsibility or liability (including for negligence) in relation thereto. No action should be taken or omitted to be taken in reliance upon information on this Site.
Inflexion, its directors, employees or other representatives, make no representations, warranties or guarantees, express or implied, as to the Site’s accuracy, suitability, reliability, timeliness, comprehensiveness, quality, or fitness for purpose, and you rely on the Site wholly at your own risk.
Inflexion, its directors, employees or other representatives, do not accept liability to any person for any loss whether direct, special, indirect, consequential, incidental, punitive or exemplary or any other loss of any kind which may arise from relying upon or otherwise using the information contained in this Site or from any consequence of such reliance or use, including but not limited to, loss of profits, interest, data, business revenue, anticipated savings, business or goodwill, whether foreseeable or not. By using this Site you agree that Inflexion excludes, to the maximum extent permitted by law, any such liability incurred by Inflexion in relation to any user.
Nothing on this Site constitutes or forms a part of any offer for sale or subscription of, or any invitation to offer to buy or subscribe for, any securities, nor should it or any part of it form the basis of, or be relied upon in connection with any contract or commitment whatsoever.
Inflexion does not conduct investment business in the United Kingdom with retail customers and accordingly services and products mentioned or referred to in this Site are not available to such persons. Please note that the provision of investment services may be restricted in certain jurisdictions.
Inflexion may make improvements or changes to the information and other materials on this Site, or withdraw this Site, at any time and without notice.
Inflexion gives no guarantee that any information accessed through the Site will be free from infection, viruses or worms or other code which may have contaminating or destructive properties. Inflexion will not be liable for any interference with or damage to your computer systems that may occur in connection with use of this Site or a linked website, or for any data lost, or any equipment or software replaced by you or any related costs, as a result of you using this Site.
You are also fully responsible for ensuring that all persons who access the Site through your internet connection are aware of the Terms and Conditions and other applicable polices, and that they comply with them.
You are fully responsible for ensuring that protective steps are taken such as virus checking, for configuring your information technology, computer programmes and platforms in order to access the Site.
This Site may provide links to certain websites sponsored and maintained by third parties. Such websites are publicly available and Inflexion is providing access to such websites through this Site solely as a convenience to users. Inflexion does not monitor or endorse such websites or recommend or approve the information, material, products or services contained on or accessible through the websites and assumes no responsibility for the contents of any other website to which the Site offers links. Your access and use of such websites, including information, material, products and services therein, will be solely at your own risk.
Inflexion will not be liable to you or anyone else in any way for any loss or damage, however caused which may be directly or indirectly suffered in connection with websites of other entities that are hyperlinked from this Site.
All electronic links to this Site require the consent of Inflexion. Any such links must in any case only be made to Inflexion’s home page, and made in a way which makes clear that the link is to our home page, and all links must be fair and not misleading. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on Inflexion’s part where none exists. None of the contents of this Site may be displayed in a frame surrounded by material which is not originated by us. Inflexion reserves the right to withdraw linking permission at any time without notice.
The contents of this Site are protected by copyright under international conventions. Except where otherwise specified, the copyrights in all materials on this Site are owned by Inflexion. Inflexion’s status (and that of any identified contributors) as the authors of the content in the Site must always be acknowledged. You may download or print out a hard copy of the pages of this Site for your own personal use provided that you do not remove any of the copyright notices. However, you must not make any copy of material on this Site for public or commercial use. You may not otherwise copy, alter, re-transmit or permanently store any page or text on this Site without the prior written consent of Inflexion.
If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures (such as for use on the Data Exchange), you must treat such information as confidential. You must not disclose it to any third party. We retain the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the Terms and Conditions. If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at our address above.
“Inflexion” is a registered EU Community trademark (No. 013372561) and a registered US trademark (No. 4903954). All other trademarks referred to on the Site, such as the names of companies in which Inflexion invests, are the property of their respective owners. All other trademarks, service marks, company names or logos and copyrights used on the Site are the property of their respective holders. No permission is given by Inflexion in respect of the use of any such trademarks, service marks, company names or logos or copyrights and such use may constitute an infringement of the holder’s rights.
Inflexion may modify these Terms and Conditions at any time without notice, and such modifications shall be effective immediately upon posting on the Site. Accordingly, you agree that your continued access to or use of this Site shall be deemed to be your acceptance of such modified Terms and Conditions.
If any part of these Terms and Conditions is unenforceable (including any provision in which we exclude our liability to you) the enforceability of any other part of the Terms and Conditions will not be affected.
Access to, and use of this Site is governed by English law. These Terms and Conditions and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to it shall be governed by and construed in accordance with English law and the courts of England shall have exclusive jurisdiction to resolve any disputes between us relating to these Terms and Conditions.
Regulatory Warnings
Nothing on this Site constitutes, or is intended to constitute, an offer, solicitation, invitation or inducement to buy or sell investments of any description in any jurisdiction or to engage in any other investment activity or to be considered to amount to “marketing” as that term is defined under the EU Alternative Investment Fund Managers Directive. Furthermore, nothing on this Site shall constitute financial, investment, tax or any other type of advice or recommendation and should not be relied upon as such. You should not rely on any statements set out in this Site in making an investment or other decision but instead seek your own independent legal, regulatory, investment and tax advice.
This Site is directed only at (i) persons who would be capable of being classified as professional clients under the EU Markets in Financial Instruments Directive; (ii) persons falling within any of the categories of “investment professionals” as defined in Article 14(5) of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001, as amended (the “CIS Order”) and Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) order 2003, as amended (the “FPO”); (iii) persons falling within any of the categories of “high-net-worth entities” as described in Article 22(2) of the CIS Order and Article 49(2) of the FPO; or (iv) any other person to whom it may otherwise lawfully be communicated (all such persons together being referred to as “Exempt Persons“). Any investment or investment activity to which this site relates is available only to Exempt Persons and will be engaged in only with Exempt Persons. Accordingly, persons who are not Exempt Persons (in particular, persons who would be classified as “retail clients” under the FCA rules) must not rely on this Site.
In the case of persons outside the United Kingdom, this Site is also only directed at such persons to the extent that it may be lawfully accessed by them without (i) breaching any law or regulation in any other jurisdiction or (ii) imposing any requirement on Inflexion or any other person to be licensed, registered or approved or to comply with any other regulatory requirements in any other jurisdiction. Persons in respect of whom such prohibitions or requirements apply must not access this Site.
Inflexion does not and will not act for you. In particular, Inflexion does not and will not advise you or provide any other investment services to you and will not be responsible for providing you with the protections afforded to its regulatory clients. No employee of, or other person associated with, Inflexion has the authority to represent otherwise.
To the extent applicable, you are responsible for compliance with local laws or regulations relevant when accessing or using the information on this Site from, or in, a jurisdiction other than the UK.
Nothing on this Site excludes or restricts any duty or liability of Inflexion under the Financial Services and Markets Act 2000 (as amended), FCA rules or any relevant (directly effective) European Union Regulation.
Regulatory Disclosures
Introduction
Inflexion Private Equity Partners LLP ("Inflexion", "Firm") is authorised and regulated by the Financial Conduct Authority for a number of investment activities.
Accordingly, Inflexion is subject to the prudential requirements under the Investment Firms Prudential Regime (the "IFPR") which are contained in various sources including the Prudential Sourcebook for MiFID Investment Firms ("MIFIDPRU") and the MIFIDPRU Remuneration Code in SYSC 19G.
In particular, Chapter 8 of MIFIDPRU requires Inflexion to make certain public disclosures at least on an annual basis.
This document sets out Inflexion's MIFIDPRU 8 disclosures as of 31 March 2022, which is the last day of Inflexion's last financial accounting period.
These disclosures have been prepared on a solo / individual basis.
Inflexion considers the qualitative disclosures contained in this document are appropriate to its size and internal organisation, and to the nature, scope, and complexity of its activities.
The disclosures set out in this document have been reviewed and approved by those of Inflexion's senior management who hold the relevant roles and SMF functions.
Governance arrangements
Management body
The management body and committees of Inflexion are described below. Collectively, the management body is tasked to define and oversee the implementation of governance arrangements of the Firm that ensure effective and prudent management.
The governance Committees of the Firm are:
|
Executive Committee (ExCo) |
The ExCo meets at least 10 times a year. This committee looks after strategic objectives operational management, including resourcing requirements for the Firm. Minutes of these meetings are taken with actions formally recorded for discussion at the next meeting. |
|
Investment Committee (IC) |
The IC meets weekly and more regularly as required. Inflexion has one Investment Committee that discusses preliminary and final investment recommendations, with a view to encouraging a robust pipeline of investment activity. It ensures Inflexion maintains a consistent application of its investment strategy, supporting maintenance of its strong returns track record. Minutes and follow up actions are taken of all meetings. Substantially the same Investment Committee has been in place since Inflexion’s first fund. |
|
Realisation Committee (RC) |
The RC meets weekly and as required. This committee discusses preliminary and final exit recommendations, with a view to encouraging a robust pipeline of exit activity and ensuring best practice in order to derive maximum value. |
|
Operations Committee (OpCo) |
The OpCo meets every two months and as required. The Operations Committee is instrumental in overseeing the management of operational risk, and reports into the Executive Committee. |
|
Responsible Investment Steering Committee (RISC) |
The RISC meets at least 10 times a year. Inflexion’s RISC operates to set the Firm’s core ESG agenda and ensure it is carried out across all business functions and makes recommendations to the Executive Committee and Investment Committee for approval as appropriate. |
|
Valuation Committee |
The Valuation Committee meets quarterly. The Valuation Committee directly and closely assists Inflexion's rigorous valuation review process and helps sign off all valuations. |
|
IT Steering Committee |
The IT Steering Committee meets every six weeks. This committee owns the overall Inflexion IT strategy and provides strategic direction for IT-related projects, establishes Inflexion’s IT priorities, as well as a governance framework to support these project and initiatives. The committee reports into OpCo for minor strategic and budgetary decisions and ExCo for significant strategic and budgetary decisions. |
Directorships
The number of directorships (executive and non-executive roles) held by each member of the management body is set out in the table below:
|
Managing Board Member |
Position |
External directorships held |
|
John Hartz |
Managing Partner |
3 |
|
Simon Turner |
Managing Partner |
1 |
|
Richard Smith |
CFO |
0 |
|
Florencia Kassai |
Head of Buyout |
0 |
|
David Whileman |
Head of Partnership Capital |
0 |
|
Malcolm Coffin |
Head of Enterprise |
1 |
|
Andrew Priest |
Chief of Staff/ Head of Origination |
0 |
|
Tim Smallbone |
Head of Portfolio |
0 |
|
George Collier |
Partner |
0 |
Inflexion is not a significant SYSC firm and therefore it does not need to apply to the FCA for a waiver in order to allow a member of the management body to hold additional directorships.
Diversity policy
Inflexion is an equal opportunities employer and is committed to encouraging equality, diversity and inclusion among our workforce and eliminating unlawful discrimination.
The Firm has in place a policy that covers all employees, members, consultants, contractors, interns and agency workers whether temporary, part-time or full-time and applies to all aspects of employment with (or engagement by) Inflexion, including recruitment, selection, pay, conditions, training, appraisals, career development and promotion, conduct at work, disciplinary and grievance procedures, and termination of employment/membership.
The policy confirms Inflexion’s commitment to support and promote equality, diversity and inclusion in the workplace and review employment and membership practices and procedures when necessary to ensure fairness and also update them and the policy to take account of changes in the law.
Inflexion has committed to monitor the make-up of the workforce regarding information such as age, sex, ethnic background, sexual orientation, religion or belief, and disability in encouraging equality, diversity and inclusion, and in meeting the aims and commitments set out in this Equality, Diversity and Inclusion policy.
Monitoring will also include assessing how the Equality, Diversity and Inclusion policy, and any supporting action plan, are working in practice, reviewing them annually, and considering and taking action to address any issues.
The Executive Committee has overall responsibility for the effective operation of the policies and procedures in relation to the promotion of diversity in Inflexion's workforce and for ensuring compliance with equality and anti-discrimination legislation.
Risk committee
Given the simple nature of Inflexion's business model, its governance framework is considered to be sufficient and appropriate for the nature and size of activities that it undertakes. In particular, a separate risk committee in addition to the committees referred to above is not considered necessary and Inflexion is not required to establish such a committee in accordance with MIFIDPRU 7.3.1R.
Own funds
|
Composition of regulatory own funds |
|||
|
|
Item |
Amount |
Source based on reference numbers/letters of the balance sheet in the audited financial statements |
|
1 |
OWN FUNDS |
141 |
SoFP |
|
2 |
TIER 1 CAPITAL |
141 |
SoFP |
|
3 |
COMMON EQUITY TIER 1 CAPITAL |
141 |
SoFP |
|
4 |
Fully paid up capital instruments |
141 |
SoFP |
|
5 |
Share premium |
- |
|
|
6 |
Retained earnings |
- |
|
|
7 |
Accumulated other comprehensive income |
- |
|
|
8 |
Other reserves |
- |
|
|
9 |
Adjustments to CET1 due to prudential filters |
- |
|
|
10 |
Other funds |
- |
|
|
11 |
(-)TOTAL DEDUCTIONS FROM COMMON EQUITY TIER 1 |
|
|
|
19 |
CET1: Other capital elements, deductions and adjustments |
- |
|
|
20 |
ADDITIONAL TIER 1 CAPITAL |
|
|
|
21 |
Fully paid up, directly issued capital instruments |
- |
|
|
22 |
Share premium |
- |
|
|
23 |
(-) TOTAL DEDUCTIONS FROM ADDITIONAL TIER 1 |
|
|
|
24 |
Additional Tier 1: Other capital elements, deductions and adjustments |
- |
|
|
25 |
TIER 2 CAPITAL |
|
|
|
26 |
Fully paid up, directly issued capital instruments |
- |
|
|
27 |
Share premium |
- |
|
|
28 |
(-) TOTAL DEDUCTIONS FROM TIER 2 |
|
|
|
29 |
Tier 2: Other capital elements, deductions and adjustments |
- |
|
|
Own funds: reconciliation of regulatory own funds to balance sheet in the audited financial statements |
||||
|
|
|
a |
b |
c |
|
|
|
Balance sheet as in published/audited financial statements |
Under regulatory scope of consolidation |
Cross-reference to template OF1 |
|
|
|
As at period end (GBP thousands) |
As at period end |
|
|
Assets - Breakdown by asset classes according to the balance sheet in the audited financial statements |
||||
|
1 |
Tangible Assets |
5,005 |
|
|
|
2 |
Debtors |
9,525 |
|
|
|
3 |
Cash |
12,012 |
|
|
|
|
Total Assets |
26,542 |
|
|
|
Liabilities - Breakdown by liability classes according to the balance sheet in the audited financial statements |
||||
|
1 |
Trade Creditors |
1,178 |
|
|
|
2 |
Tax and Social Security |
552 |
|
|
|
3 |
Other Creditors |
41 |
|
|
|
4 |
Amounts owed to Subsidiaries |
294 |
|
|
|
5 |
Accruals and Deferred Income |
10,925 |
|
|
|
6 |
Provision For Liabilities |
1,250 |
|
|
|
|
Total Liabilities |
14,240 |
|
|
|
Shareholders' Equity |
||||
|
1 |
Members’ Capital – Equity |
141 |
|
|
|
2 |
Other Reserves |
12,161 |
|
|
|
|
Total Shareholders' equity |
12,302 |
|
|
|
Own funds: main features of own instruments issued by the firm |
|
N/A |
Own funds requirements
Calculating own funds requirement
Inflexion is a non-SNI MIFIDPRU investment firm which means that its own funds requirement is the higher of its: (a) permanent minimum requirement; (b) fixed overheads requirement; and (c) K-factor requirement.
In addition, Inflexion was classified as an exempt CAD firm under the rules in force on 31 December 2021. This means that it is able to rely on the transitional provisions set out in MIFIDPRU TP 2.10R and 2.12R, with the following effect:
|
Permanent minimum requirement |
|
|
Fixed overheads requirement |
|
|
K-factor requirement |
Same approach as for the fixed overheads requirement, with respect to the K-factor requirement. |
Inflexion's fixed overheads requirement calculated in accordance with MIFIDPRU 4.5 but subject to TP 2.10R and TP 2.12R is: £50,000
Inflexion's K-factor calculated in accordance with MIFIDPRU 4.6 to 4.16 and MIFIDPRU 5 but subject to TP 2.10R and 2.12R is: £50,000, which can be broken down into:
|
K-AUM requirement, K-CMH requirement, and K-ASA requirement |
£50,000 |
|
K-COH requirement and K-DTF requirement |
0 |
|
K-NPR requirement, K-CMG requirement, K-TCD requirement, and the K-CON requirement |
0 |
Approach to assessing the adequacy of own funds
Inflexion is subject to the overall financial adequacy rule. This requires Inflexion to hold, at all times, own funds and liquid assets which are adequate, both as to their amount and their quality, to ensure that:
(a). it is able to remain financially viable throughout the economic cycle, with the ability to address any material potential harm that may result from its ongoing activities; and
(b) its business can be wound down in an orderly manner, minimising harm to consumers or to other market participants.
Inflexion utilises a number of approaches to ensure its compliance with the overall financial adequacy rule outlined above, taking into account the transitional arrangements that are available for former exempt CAD firms.
In particular, the Internal Capital Adequacy and Risk Assessment ("ICARA") process is the main tool with which the adequacy of the Firm's own funds and liquid assets is assessed and reviewed. Inflexion has in place a number of systems and procedures that enable it to identify, monitor and, if proportionate, reduce all material potential harms that the ongoing operation of the business may cause to its clients and counterparties, markets, and the Firm itself, as well as harms that may result from winding down the Firm's business. Where a material potential harm cannot be managed or mitigated after the implementation of systems and controls, Inflexion would consider whether it needs to hold additional own funds or liquid assets to address the harms. The first review of the Firm's ICARA process will be completed in 2023.
The Firm's financial resources are also modelled under ‘business as usual’ and a variety of severe yet plausible stress tests.
The ICARA process will include a wind-down plan so there is a process of ceasing operation while ensuring minimal impact to clients, and a recovery plan that identifies the recovery actions that the Firm may take to restore compliance with the threshold requirements as well as any triggers for recovery action.