Date : 07/08/2024
Location : Paris / London
H2O AM LLP and the FCA reach a settlement allowing a definitive exit from side-pocketed funds for all unitholders
H2O AM LLP, the Group’s UK entity, has reached a settlement with the Financial Conduct Authority (FCA). As part of this settlement, a Final Notice has been published today which covers events between 2015 and 2019 relating to investments in entities linked to Tennor Holding BV. In this Notice, the FCA highlights that the offer to be made to unitholders in the side-pocketed funds is based on voluntary and significant contributions, without admission of liability, on the part of H2O AM Group and its shareholders and that H2O AM Group has made significant changes to its governance, systems and controls since that period. H2O AM LLP is no longer subject to an FCA investigation.
The H2O AM Group has secured €250 million in order to finance an offer (the “Offer”) to all unitholders of the side-pocketed funds in an equal manner, allowing them the opportunity to accept the Offer by selling their units to H2O AM LLP. Unitholders accepting the Offer will receive an enhanced and earlier payment compared to non-participating unitholders, starting in the fourth quarter of 2024, and will relinquish their rights to bring claims against H2O AM Group and any third party in connection with these investments relating to Tennor Holding BV entities, and their management. In addition, any additional proceeds from the liquidation of assets held by the side-pocketed funds or from fines recovered will be redistributed to all unitholders, including those who have accepted the Offer, which is expected to open early September 2024. In the coming weeks, the H2O AM Group will communicate further details on the terms and conditions of the Offer. These have been shared with the FCA and the Autorité des marchés financiers (AMF) and will be presented through various channels, including a dedicated website. The Offer has been prepared with the assistance of Eric Pinon’s consulting firm.
This €250 million Offer will enable an accelerated and definitive exit from the side-pocketed funds and will be in addition to the €229 million already repaid. Thus, by accepting the Offer, unitholders who held €100 on 28 August 2020, the day of the suspension, having:
- sold their open-ended funds (FCP) when they reopened on 14 October 2020, will recover 87% to 93% of the value of their investment, depending on the fund (see table 1);
- maintained their investment in the FCPs until 31 December 2023, have recovered their entire investment thanks to performances well in excess of each FCP’s objective (see table 2).
Furthermore, over the past few years, H2O AM has consolidated its corporate governance, notably by establishing Supervisory Boards with a two-thirds majority of independent members. These measures are complemented by the strengthening of its internal control procedures, in order to ensure compliance with the highest standards. Finally, adapting to the consequences of Brexit, H2O AM Group has gradually transferred its portfolio management team to continental Europe. In line with this move, H2O AM LLP will voluntarily apply to cancel its UK permissions by end of 2024.
Loïc Guilloux, CEO of H2O AM Group, notes: « With this settlement, we acknowledge the FCA’s findings relating to investments in private securities undertaken by H2O AM LLP between 2015 and 2019 and take a major step forward. Over the last few years, we have significantly improved and consolidated our organisation and strengthened our risk management and compliance teams, governance and internal procedures. These changes ensure that lessons from this period are embedded in our corporate culture. Today, this settlement enables us to provide a concrete and swift solution to all our unitholders and to look to the future, whilst remaining focused on our clients’ interests and meeting their needs. Our
strengthened governance, resilience and passion for performance will continue to guide us in the years ahead. »
Table 1: for €100 held on 28 August 2020, the day of the suspension, and a redemption of the open-ended funds (FCP) when they reopened on 14 October 2020.
Table 2: for €100 held on 28 August 2020, the day of suspension, and open-ended funds (FCP) held until 31 December 2023.
q&a
What is the FCA and why has the H2O AM Group entered into a settlement with the FCA?
The Financial Conduct Authority (FCA) is the financial services regulator in the UK. H2O AM LLP, the group’s UK company, operated as the management company for the H2O funds during the period 2015-2019. In this context, H2O AM LLP was the subject of an FCA investigation following private debt and equity investments made by certain H2O funds over the same period, which were subsequently ring-fenced (the SP funds). The recent settlement with the FCA marks the end of this procedure, without admission of liability and enables us to make an offer to the holders of the SP funds.
What is a settlement?
A settlement with a regulator generally refers to a formal agreement between a regulated entity under investigation and its regulator, closing the investigation under certain conditions.
Why has this Offer been put forward?
The proposed Offer is the quickest way for unitholders of side-pocketed funds to dispose of their units and receive payments that are significantly higher than those that could be obtained if H2O AM LLP alone had financed the Offer.
The Offer is open to all unitholders of the side-pocketed funds, regardless of share class.
As a reminder, please find below the list of the side-pocketed funds:
H2O Adagio SP
H2O Allegro SP
H2O Moderato SP
H2O MultiBonds SP
H2O MultiEquities SP
H2O MultiStrategies SP
H2O Vivace SP
What are the terms and conditions of the Offer?
The H2O AM Group has secured €250 million in order to finance an offer (the “Offer”) to all unitholders of the side-pocketed funds in an equal manner, allowing them the opportunity to accept the Offer by selling their units to H2O AM LLP. Unitholders accepting the Offer will receive an enhanced and earlier payment compared to non-participating unitholders, starting in the fourth quarter of 2024, and will relinquish their rights to bring claims against H2O AM Group and any third party in connection with these investments relating to Tennor Holding BV entities, and their management. In addition, any additional proceeds from the liquidation of assets held by the side-pocketed funds or from fines, paid by H2O AM LLP, recovered will be redistributed to all unitholders, including those who have accepted the Offer, which is expected to open early September 2024.
How will unitholders be contacted to participate to the Offer?
The Offer will open in early September. Once the Offer is open, unitholders should be contacted by their usual intermediary. If this is not the case, we invite you to contact them so that they can provide you with all the necessary information, or to visit our website.
Practical details of the Offer will be presented through various channels, including a dedicated website in the coming weeks. Do not hesitate to get in touch with your sales contact.
When will unitholders be able to participate to the Offer?
Our objective is to start the Offer as early as September 2024.
The unitholders participating to the Offer should receive payments starting from the end of Q4 2024.
How can unitholders participate to the Offer?
Practical details of the Offer will be presented through various channels, including a dedicated website in the coming weeks. Do not hesitate to get in touch with your sales contact.
What will happen to the units of the side-pocketed funds?
When accepting our Offer, unitholders will sell their side-pocketed funds to H2O AM LLP.
In addition, any sums arising from the sale of assets which remain held by these funds or that may be recovered from fines already paid by H2O AM LLP will be returned to them
What level of recovery can unitholders participating to the Offer expect?
This €250 million Offer will enable an accelerated and definitive exit from the side-pocketed funds and will be in addition to the €229 million already repaid. Thus, by accepting the Offer, unitholders who held €100 on 28 August 2020, the day of the suspension, having:
- sold their open-ended funds (FCP) when they reopened on 14 October 2020, will recover 87% to 93% of the value of their investment, depending on the fund (see table 1);
- maintained their investment in the FCPs until 31 December 2023, have recovered their entire investment thanks to performances well in excess of each FCP’s objective (see table 2).
Table 1: for €100 held on 28 August 2020, the day of the suspension, and a redemption of the open-ended funds (FCP) when they reopened on 14 October 2020.
*including acceptance of the Offer and the two reimbursements of the side-pocketed funds, without assuming any further reimbursement nor any funds recovered from fines already paid by H2O AM LLP.
Table 2: for €100 held on 28 August 2020, the day of suspension, and open-ended funds (FCP) held until 31 December 2023.
*including acceptance of the Offer and the two reimbursements of the side-pocketed funds, without assuming any further reimbursement nor any funds recovered from fines already paid by H2O AM LLP.
N.B.: Details regarding the calculation methods will be specified at a later date, when the Offer opens.
What improvements has H2O AM made since 2019?
Over the past few years, H2O AM has consolidated its corporate governance, notably by establishing Supervisory Boards with a two-thirds majority of independent members. These measures are complemented by the strengthening of its internal control procedures, in order to ensure compliance with the highest standards.
Our approach has also evolved with regard to private debt. Since the beginning of 2020, H2O AM no longer invests in this asset class.
H2O AM Group has gradually transferred its portfolio management team to continental Europe, which has led to greater synergy and integration of our asset management activities.
In response to the challenges that emerged in the wake of the COVID-19 crisis, H2O AM strengthened the risk assessment and robustness to extreme market shocks of its portfolios by performing even more thorough stress tests.
Finally, it should be noted that H2O AM has endeavoured to optimise the management profile of its portfolios: H2O AM has drawn lessons from past crises and strengthened its structure to better withstand market fluctuations.
Complementary ressources
A dedicated website will soon be available for all unitholders, which will provide a full overview of the Offer and its terms and conditions. We will inform our unitholders as soon as this website is available.
Our teams remain at your disposal should you have any questions.