Shareholders Rights Directive II (‘SRD II’ - 2017/828) Statement
Article 3g of SRD II, which is summarised in the FCA Handbook under COBS 2.2B, requires a firm such as HBC UK LLP to either:


The above engagement policy is limited to the extent that a firm invests on behalf of investors in shares traded on a regulated market (or on third country markets that meet comparable requirements and where the shares dealt in are of a quality comparable to those in a regulated market in the UK).

The firm’s investment strategy is such that whilst the firm may invest in shares traded on a regulated market (or comparable market), the resultant holdings are for investment purposes and the firm does not take explicitly activist positions.

While HBC UK LLP generally supports the objectives that underlie SRD II, for the above reason the firm has chosen not to produce an engagement policy at this time. The Firm will keep its approach to the Code under periodic review and if its investment strategies change in such a manner that the provisions of the Code become relevant, the Firm will amend this disclosure accordingly.
Hudson Bay Capital UK LLP (“HBC UK LLP” or “Firm”) Stewardship Code Disclosure
Under the Financial Conduct Authority’s (“FCA”) Conduct of Business Rules 2.2A.5, HBC UK LLP is required to make a public disclosure on its website in relation to the nature of its commitment to the Financial Reporting Council’s (“FRC”) Stewardship Code.

The Code was first published by the FRC in July 2010 and it was updated in September 2012. Subsequently, the FRC published the new UK Stewardship Code 2020 (“2020 Code”), which took effect from 1 January 2020, and consists of 12 Principles for asset managers and asset owners, and six Principles for service providers.

The Code applies on a ‘comply or explain’ basis and is voluntary, aiming at enhancing the quality of engagement between institutional investors and companies, to help improve long-term returns to shareholders and provide for the efficient exercise of governance responsibilities by setting out good practice on engagement with investee companies that institutional investors should aspire to.

The FRC defines ‘stewardship’ as ‘the responsible allocation, management and oversight of capital to create long-term value for clients and beneficiaries leading to sustainable benefits for the economy, the environment and society.’

The 2020 Code Principles are:

  1. Signatories’ purpose, investment beliefs, strategy, and culture enable stewardship that creates long-term value for clients and beneficiaries leading to sustainable benefits for the economy, the environment and society.
  2. Signatories’ governance, resources and incentives support stewardship.
  3. Signatories manage conflicts of interest to put the best interests of clients and beneficiaries first.
  4. Signatories identify and respond to market-wide and systemic risks to promote a well-functioning financial system.
  5. Signatories review their policies, assure their processes and assess the effectiveness of their activities.
  6. Signatories take account of client and beneficiary needs and communicate the activities and outcomes of their stewardship and investment to them.
  7. Signatories systematically integrate stewardship and investment, including material environmental, social and governance issues, and climate change, to fulfil their responsibilities.
  8. Signatories monitor and hold to account managers and/or service providers.
  9. Signatories engage with issuers to maintain or enhance the value of assets.
  10. Signatories, where necessary, participate in collaborative engagement to influence issuers.
  11. Signatories, where necessary, escalate stewardship activities to influence issuers.
  12. Signatories actively exercise their rights and responsibilities.

Whilst supporting the objectives underlying the Code and adhering to the highest standards of corporate governance and due diligence in respect of its investments the Firm, having considered the 2020 Code, believes that the Principles are not applicable to its investment activities at this time. Should that change in the future, the Firm will review its commitment to the Code and update this disclosure accordingly. This disclosure will be reviewed at least annually. For any questions regarding this disclosure email jkhan@hudsonbaycapital.com.

Disclosure last updated: 13/09/2024
Terms of Use
Hudson Bay’s operations are speculative and involve a high degree of risk. In reviewing the content of this website (the “Website”) you must keep in mind the speculative and unpredictable nature of the markets in which Hudson Bay trades and that its performance and experience to date may not be indicative, or even representative, of its future operations.

Past results are not necessarily indicative of future performance. Hudson Bay investors could lose all or substantially all of their investment at any given time and from time to time, with a corresponding materially adverse effect on Hudson Bay itself. The Website does not constitute an offer to sell or the solicitation of an offer to buy any of Hudson Bay’s advisory services or products. Any such offer or solicitation would be subject to material legal restrictions and requirements; the Website neither complies nor attempts to comply with any of these. The information contained in the Website does not purport to be complete or accurate and is qualified in its entirety by reference to the information set forth in the applicable operative documents for Hudson Bay advisory services and products, which contain descriptions of the material terms (including, but not limited to, risk factors, conflicts of interest and tax implications) relating to any such investment. No one may rely on any information in the Website for purposes of making any form of investment decision or commitment.

To the extent permitted by applicable law, neither Hudson Bay Capital Management LP, Hudson Bay Capital Associates LLC, nor their respective affiliates, officers, directors, employees, principals or agents (collectively, "Hudson Bay") will be liable to you or any other person for any errors or omissions in the production or content of the Website nor will they under any circumstances be liable to you or any other person for any loss or damage (whether direct, indirect, special, incidental, economic, or consequential, exemplary or punitive) arising from, connected with, or relating to the use of, or inability to use, the Website, or any action or decision made by you or any other person in reliance on the Website (which you agree not to take on the basis of any of the information set forth herein), any material misstatements or omissions in the information presented, or any unauthorized use or reproduction of the Website.

The Website may be updated at any time without notice to you, and any changes will be binding upon you if you continue to use the Website. By entering this Website, you acknowledge that all of the information contained herein shall be held in strict confidence by you.

The information, software and services published on this website may include inaccuracies or typographical errors. Due to various factors, including the inherent possibility of human and mechanical error, the accuracy, completeness, timeliness and correct sequencing of such information, software and services and the results obtained from their use are in no respects guaranteed by Hudson Bay or any persons creating or transmitting such information, software and services and none of the foregoing should be relied upon.
User Agreement

By accessing or using this Hudson Bay Capital Management LP and its affiliates (collectively, "Hudson Bay") website (the "Site"), you hereby accept and agree to comply with the terms and conditions set forth in this User Agreement. This User Agreement is a binding agreement between you and Hudson Bay, and governs your access and use of the Site, which includes any text, graphics, user interfaces, information, data, tools, products, services and other content (together, "Content") available on or through the Site. You may contact Hudson Bay by e-mail at IR@hudsonbaycapital.com with questions about the terms and conditions of this User Agreement.

PLEASE READ THIS USER AGREEMENT CAREFULLY BEFORE USING THE SITE. EACH TIME YOU USE THE SITE, YOUR USE INDICATES YOUR FULL ACCEPTANCE OF AND AGREEMENT TO ABIDE BY THIS USER AGREEMENT IN ITS THEN CURRENT FORM. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS STATED IN THIS USER AGREEMENT, DO NOT USE THE SITE.

  1. Hudson Bay grants you a limited right to use the Site.
    • Your right to use the Site is subject to your agreement to abide by this User Agreement in its entirety, as well as any other rules, procedures, policies, terms or conditions that govern all or any portion of the Site.
    • At any time and for any reason we may revoke your right to use all or any portion of the Site.
    • You may not violate or attempt to violate the security of the Site..
  2. The Site is owned by Hudson Bay, its affiliates and/or third parties.
    • The Site is protected by one or more copyrights, patents, database rights, trademarks, service marks and/or other intellectual property and proprietary rights that are owned by Hudson Bay, its affiliates and/or third parties.
    • You may not decompose, decompile, reverse engineer, disassemble or otherwise deconstruct all or any portion of the Site.
    • You may not publish, broadcast, retransmit, reproduce, repackage, frame, commercially exploit, create any derivative of or otherwise redistribute all or any portion of the Site except as explicitly permitted in this User Agreement.
    • You may print copies of any accessible portion of the Site only for your own personal use. You may discuss information you learn from the Site with your financial, legal or tax advisors, and others with whom you share investment decisions.
    • You may not remove any copyright, trademark, or other proprietary notice or legend contained on (or printed from) the Site.
  3. You make certain representations and warranties regarding your use of the Site.
    • You represent and warrant that:
    • you have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to this User Agreement;
    • you have not and you will not enter into any agreement or perform any act which might contravene the purposes and/or effects of this User Agreement; and
    • you will not delete any Content.
  4. All Content is for informational purposes only.
    • Nothing on the Site is an offer or solicitation to buy or sell any security.
    • Although the Site may include investment-related information, nothing on the Site is a recommendation that you purchase, sell or hold any security or other investment, or that you pursue any investment style or strategy.
    • We do not give any advice or make any representations through the Site as to whether any security or investment is suitable to you or will be profitable.
    • Nothing on the Site is intended to be, and you should not consider anything on the Site to be, investment, accounting, tax, or legal advice.
    • If you would like investment, accounting, tax, or legal advice, you should consult with your own financial advisors, accountants, or attorneys regarding your individual circumstances and needs.
    • The past performance of any investment, investment strategy, or investment style is not indicative of nor a guarantee of future performance.
  5. There are various risks you assume in relying on the Content.
    • Dated Content speaks only as of the date indicated.
    • We make reasonable efforts to provide accurate Content, but at times we may not promptly update or correct the Site even if we are aware it is inaccurate, outdated, or otherwise inappropriate.
    • We may change all or any portion of the Site at any time without notice to you.
    • We do not endorse the opinions of, or warrant the accuracy of facts or other Content contributed by, any third party.
    • You agree we are not liable for any action you take or decision you make in reliance on any Content.
  6. If Hudson Bay provides you with a password, you must keep your password and certain Content confidential.
    • You are solely responsible for maintaining the confidentiality and security of your password. You accept full responsibility for any use of your password. You must notify Hudson Bay immediately of any actual or suspected loss, theft, or unauthorized use of your password.
    • You may not disclose any Content that is contained within the password protected portion of the Site to any third party, except to your financial, legal, or tax advisors, and others with whom you share investment decisions.
    • We are not obligated to inquire as to the authority or propriety of any use of or action taken under your password. We will not be responsible for any loss to you that arises from such use or action or from your failure to comply with these provisions.
  7. Hudson Bay is not liable for any technological problems and any impact they may have.
    • All or any portion of the Site may not be available and may not function properly at any time.
    • We make reasonable efforts to avoid technological problems, but at any time, the Site may have and may cause technological problems such as viruses and other damaging computer programming routines or engines.
    • We take reasonable security precautions when using the Internet, telephone, or other means to transport data or other communications, but we disclaim liability for any interception of data or communications.
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    • We are not liable for any damage or injury caused by the performance or failure of performance of all or any portion of the Site.
    • We are not liable for any defects, delays, or errors in or resulting from your use of the Site.
  8. Hudson Bay is not responsible for information on any third party website that is referenced in, or accessible or connected by hyperlink to, the Site.
    • If you access any third party website through the Site or otherwise, you do so at your own risk.
    • Hyperlinks to or from the Site do not constitute third party endorsement of, sponsorship by, or affiliation with us.
  9. Hudson Bay has the right, but not the obligation, to monitor and record activity on the Site and respond as it deems appropriate.
    • We may monitor and record activity on the Site for any reason or for no reason..
    • We may investigate any complaint or reported violation of our policies.
    • We may report any activity we suspect may violate any law or regulation to regulators, law enforcement officials, or other persons or entities we deem appropriate.
    • We may issue warnings, suspend, or terminate use of the Site, deny access to all or part of the Site or take any other action we deem appropriate.
  10. Hudson Bay will abide by its Privacy Policy.
    • Personal nonpublic information we gather from you will be governed by our Privacy Policy.
  11. HUDSON BAY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SITE THAT THE LAW ALLOWS IT TO DISCLAIM.
    • THE SITE IS PROVIDED "AS IS" AND "AS AVAILABLE."
    • WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE SITE INCLUDING WARRANTIES OF:
      • MERCHANTABILITY,
      • FITNESS FOR A PARTICULAR PURPOSE AND
      • NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS.
    • WITHOUT LIMITING OUR GENERAL DISCLAIMER, WE DO NOT WARRANT THE AVAILABILITY, ACCURACY, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING, OR SPEED OF DELIVERY OF THE SITE OR ANY PART OF THE CONTENT.
  12. HUDSON BAY'S LIABILITY WITH RESPECT TO THE SITE IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
    • IN NO EVENT WILL WE OR ANY OF OUR AFFILIATES, AGENTS, OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED ARISING OUT OF THIS USER AGREEMENT, THE SITE, OR THE INABILITY TO USE THE SITE.
    • OUR LIABILITY IS LIMITED EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES YOU SUFFER OR IF ANY REMEDY YOU HAVE FAILS IN ITS ESSENTIAL PURPOSE.
    • UNDER ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF Hudson Bay, ITS AGENTS, AND EMPLOYEES TO ANY USER OF THE SITE WITH RESPECT TO THE SITE IS $100.
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  13. You will be responsible for any liability to Hudson Bay that arises out of your breach of this User Agreement or your use of the Site.
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      • your use of the Site,
      • your breach of this User Agreement or any representation, warranty, or covenant made by you in this User Agreement,
      • your violation of any applicable law, statute, ordinance, regulation, or of any third party's rights, or
      • claims asserted by third parties that, if proven, would place you in breach of representations, warranties, covenants, or other provisions contained in this User Agreement.
  14. This User Agreement will be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to conflicts of law principles. The courts of the State of New York will have exclusive jurisdiction to adjudicate any dispute arising out of this User Agreement, except with regard to injunctive relief.
    • No person shall bring a putative or certified class action to arbitration nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated a putative class action in court or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until:
      • the class certification is denied; or
      • the class is decertified; or
      • the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this User Agreement except to the extent stated herein.
  15. You will be bound by revised versions of this User Agreement that Hudson Bay posts on the Site.
    • Modifications will be effective immediately upon posting unless we indicate otherwise.
    • Your use of the Site indicates your full acceptance of this User Agreement in its then-current form each time you use the Site.
  16. You are bound by certain other general conditions.
    • We may assign this User Agreement in whole or in part at any time without your consent. You may not assign this User Agreement or delegate any of your obligations under this User Agreement. Any purported assignment of this User Agreement in violation of its terms is void.
    • If any provision of this User Agreement is found invalid or unenforceable, that provision shall be enforced to the maximum extent possible and the remaining provisions of this User Agreement shall remain in full force and effect.
    • This User Agreement constitutes the entire understanding, and supersedes all other understandings, between you and Hudson Bay concerning the subject matter hereof.

Privacy Notice

(April 2023)

This notice (this “Privacy Notice”) is provided by Hudson Bay Capital Management LP and its affiliates (collectively, “we”, “us”, or “HBC”), and sets forth the policies of HBC for the collection, recording, storage, use, retrieval, altering, erasing and disclosing (collectively, “processing”) and protection of personal information relating to current, prospective and former investors (collectively, “Investors”) in the investment funds and other vehicles (each, a “Fund”) advised by HBC. This Privacy Notice may be changed at any time, provided a notice of such change is given to you.

References to "you" or an "Investor" in this Privacy Notice mean any Investor who is an individual, or any individual connected with an Investor who is a legal person (each such individual, a “data subject”), as applicable.

Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Confidential Private Placement Memorandum relating to the relevant Fund, as may be supplemented, updated or modified from time to time (the “Memorandum”).

The types of personal data we may collect and use

The categories of personal data we may collect include names, residential addresses or other contact details, signature, nationality, tax identification number, date of birth, place of birth, photographs, copies of identification documents, bank account details, information about assets or net worth, credit history, source of funds details or other sensitive information, such as certain special categories of data contained in the relevant materials or documents.

How we collect personal data

We may collect personal data about you through: (i) information provided directly to us by you, or another person on your behalf; and (ii) information that we obtain in relation to any transactions between you and us.

We may also receive your personal information from third parties or other sources, such as our affiliates, the administrator of the Funds (the “Administrator”), publicly accessible databases or registers, tax authorities, governmental agencies and supervisory authorities, credit agencies, fraud prevention and detection agencies, or other publicly accessible sources, such as the Internet.

Using your personal data: the legal basis and purposes

We may process your personal data for the purposes of administering the relationship between you and us (including communications and reporting), including where this is necessary for the performance of a contract we have entered into with you, direct marketing of our products and services, monitoring and analyzing our activities, and complying with applicable legal or regulatory requirements (including anti-money laundering, fraud prevention, tax reporting, sanctions compliance, or responding to requests for information from supervisory authorities with competent jurisdiction over our business). Your personal data will be processed in accordance with the applicable law and may be processed with your consent, upon your instruction, or for any of the purposes set out herein, including where we or a third-party consider there to be any other lawful purpose to do so.

Where personal data is required to satisfy a statutory obligation (including compliance with applicable anti-money laundering or sanctions requirements) or a contractual requirement, failure to provide such information may result in your subscription in the applicable Fund being rejected, or compulsorily redeemed or withdrawn, as applicable. Where there is suspicion of unlawful activity, failure to provide personal data may result in the submission of a report to the relevant law enforcement agency or supervisory authority.

How we may share your personal data

We may disclose information about you to our affiliates or third parties, including the Administrator, prime brokers, custodians and executing brokers, and other trading counterparties, as applicable, for our everyday business purposes, such as to facilitate transactions by the Funds, maintain your account(s), or respond to court orders and legal investigations. It may also be necessary, under anti-money laundering and similar laws, to disclose information about an Investor in order to accept subscriptions from them or to facilitate the establishment of trading relationships with executing brokers or other trading counterparties. We will also release information about you if you direct us to do so.

We may share your information with our affiliates for direct marketing purposes, such as offers of products and services to you by us or our affiliates. You may prevent this type of sharing by contacting us at +1 212-571-1244. If you are a new investor, we can begin sharing your information with our affiliates for direct marketing purposes 30 days from the date we sent this Privacy Notice. When you are no longer our investor, we may continue to share your information with our affiliates for such purposes. We may also disclose information about your transactions and experiences with us to our affiliates for their everyday business purposes.

We do not share your information with non-affiliates for them to market their own services to you.

Retention periods and security measures

Personal data will be retained for the duration of your investment and for a minimum period of five to seven years after a redemption or withdrawal, as applicable. We may retain personal data for a longer period, for example for the purposes of marketing our products and services or compliance with applicable law. From time to time, we may review the purpose for which personal data has been collected and decide whether to retain it or to delete if it no longer serves any purpose to us.

To protect your personal information from unauthorized access and use, we apply organizational and technical security measures in accordance with the applicable law. These measures include computer safeguards and secured files and buildings. We will notify you of any material personal data breaches affecting you in accordance with the requirements of the applicable law.

Who to contact about this Privacy Notice

Please contact Investor Relations at +1 212-571-1244 for any questions about this Privacy Notice or requests with regards to the personal data we hold.

You may contact us at any time to limit our sharing of your personal information. If you limit sharing for an account you hold jointly with someone else, your choices will apply to everyone on your account. US state laws may give you additional rights to limit sharing.

For more specific information or requests in relation to the processing of personal data by the Administrator, prime brokers, custodians or any other service provider to the Funds, you may also contact the relevant service provider directly by visiting their websites.

Additional Information for Residents of the United Kingdom:

Personal Data Processed in Third Countries. Your personal information will be processed in the United States, and other countries outside the UK (“Third Countries”), that may not offer the same level of data protection as that afforded by the UK’s data protection laws, including the UK General Data Protection Regulation (“GDPR”). We will process personal data (or ensure that it is processed) in such Third Countries subject to appropriate safeguards and in accordance with the requirements of applicable law, which may include having appropriate contractual undertakings in legal agreements with service providers who process personal data on our behalf in such Third Countries.

Your rights. You may have certain rights under the GDPR (or the DPA as defined below) in respect of the personal data we hold and which you may exercise. These rights are:

Please note that the right to be forgotten that applies in certain circumstances is not likely to be available in respect of the personal data we collect to satisfy our legal or regulatory obligations, as described above.

Complaining to the ICO

You have the right to complain to the Information Commissioner’s Office (“ICO”). Further information is available from the ICO’s website.

Additional Information for investors into funds organized under the laws of the Cayman Islands

For the purposes of the Cayman Islands Data Protection Act (as amended) (the “DPA”) a Cayman Islands Fund is a data controller. The rights applicable to data subjects under the DPA are similar to those of the GDPR. Where personal data related to Cayman Islands fund investors is transferred outside of the Cayman Islands this must only be transferred to another country or territory that provides an adequate level of protection, and if necessary, arrangements similar to those applicable under GDPR or as provided for by the relevant competent authority in the Cayman Islands shall also be required.

Use of cookies

We may send text files (e.g., “cookies” or other cached files) or images to your web browser to store information on your computer. Such text files and images are used for technical convenience to store information on your computer. For instance, we may use a session cookie to store form information that you have entered so that you do not have to enter such information again. We may use information stored in such text files and images to customise your experience on this website and to monitor use of this website. You may set your browser to notify you when you receive a cookie. Many web browsers also allow you to block cookies. If you block cookies you may not be able to access certain parts of this website. You can disable cookies from your computer system by following the instructions on your browser or at www.allaboutcookies.org.

You can also click on “Cookie Preferences” on our website and change your preferences as to how we use cookies.

Recording and monitoring of communications

We may record and monitor telephone conversations and electronic communications with you for the purposes of:

Copies of recordings may be stored for a period of five years, or such other longer period as we may determine from time to time.