1. Pillar 3 Disclosures for Permira Debt Managers Limited

2. Legal Disclaimer

3. Privacy Policy

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1. Pillar 3 Disclosures for Permira Debt Managers Limited

Background

The European Union’s Capital Requirements Directive implements the Basel II Accord and provides for a revised regulatory capital framework across Europe for the financial services industry.  Permira Debt Managers Limited (“PDML”) must comply with the requirements of the Capital Requirements Directive and the rules and regulations of the UK Financial Services Authority (“FSA”).

The principles of the new framework are set out in three “pillars”:

• Pillar 1 sets out the minimum capital requirements that PDML is required to meet;
• Pillar 2 requires PDML, and the FSA, to take a view on whether additional capital should be held against certain risks not adequately covered by Pillar 1; and
• Pillar 3 requires PDML to publish certain details of our risks, capital and risk assessment process.

This disclosure is made in accordance with PDML’s Pillar 3 Disclosure policy which has been approved by the Board of PDML.

PDML’s principal activities are the provision of management and advisory services to certain debt investment vehicles.

Scope & Basis of Disclosure

The disclosures in this section are made in respect of the UK Consolidated Group which includes PDML and its immediate parent, Permira Debt Managers Holdings Limited (“PDMHL”).  PDML is wholly-owned by PDMHL. PDML is a BIPRU €50,000 Limited Licence firm (not permitted to hold client monies) that is regulated by the FSA.

Disclosures are made on a fully consolidated basis.

PDML is permitted to omit one or more of the required disclosures if the Board of PDML believes that the information is immaterial, proprietary or confidential. Materiality is based on criteria that the omission or misstatement of material information could change or influence the assessment or decision of a user relying on that information for the purpose of making economic decisions. Proprietary information may include information on products or systems which, if it were shared, would undermine the company’s competitive position. Information is regarded as confidential where there are obligations to customers or other counterparty relationships binding the company to confidentiality.

Where information is omitted for any of these reasons, this is stated in the relevant section of the disclosure, along with the reason for the disclosure. 

Risk Management & Material risks

Responsibility for risk management rests with the Board of PDML.

The Board has delegated day-to-day responsibility for management of PDML, including risk management, to the CEO, but overall responsibility remains with the Board.  The CEO interacts with the Board formally at PDML’s board meetings, which occur regularly and also informally on a regular basis.

The CEO is also a key part of PDML’s Credit Committee and Advisory Group, which are responsible for the investment review process, including oversight of the preparation of proposal documents by PDML’s credit analysts and are responsible for managing and advising on risks in both proposed investments and in current investments within the debt investment vehicles managed or advised by PDML. 

The CEO is assisted by PDML’s Portfolio Manager in respect of risks in investments within the debt investment vehicles.  The Permira Finance Director and Chief Risk Officer also assist the CEO with the identification and management of risks in PDML’s business. 

Reporting of risks and risk management is regular from the CEO to the board of PDML and from the CEO to the Permira group, including through the Chief Risk Officer reporting process. 

The Directors have established appropriate risk management policies and procedures proportionate to the nature and scale of PDML’s business to help manage risk. The Directors have identified the following risks relevant to the business of PDML:

• Reputational risk:  Damage to PDML's reputation or the reputation of the broader Permira group or funds could have an adverse effect on the business of PDML. The Directors believe that the long standing experience of the Permira group and the risk management techniques and procedures in place across the Permira group, including PDML, effectively manage, to the extent possible, any reputational risks.

• Business risk: PDML could be exposed to substantial risk arising from the difficulty of its key clients to operate in an environment where liquidity is not available. As a fee-based management and advisory business, PDML’s key business risk is the loss of fee income. The Directors believe that business risk, and particularly that associated with the loss of fee income from its existing customers, is low due to the contractual nature of its relationships with those customers. The Directors have carried out various stress tests to look at business risk in more detail in order that business risk is mitigated as effectively as possible.

• Credit risk: Although not a direct risk for PDML, the exposure of the underlying debt investment vehicles managed or advised by PDML to the credit risk of the investee companies may have implications for PDML's business. Credit risk manifests itself as a direct risk to PDML through business risk (see above).

• Market risk: This may have indirect implications for PDML's business.  PDML's clients are active in the debt markets and any weakness in those markets may have implications for PDML. PDML’s direct exposure to market risk is limited to foreign exchange fluctuations and the Directors believe that they have appropriate measures in place to effectively mitigate market risk.

• Operational risk: PDML shares some of the operational support of the Permira group (for example, IT) and its operational capacity is interlinked with the ability of the Permira group to provide it with such support. The Directors feel confident that PDML can take significant comfort from its Business Continuity (BCP) and IT back-up systems which provide a back-up of all files and provide PDML with alternative server capabilities.

Each of these risks is considered to be low and all of these risks are within PDML's risk appetite.  In addition the Directors believe that they have procedures and controls in place to monitor and control these risks.

Capital Adequacy

PDML is a wholly-owned subsidiary, and the only subsidiary, of Permira Debt Managers Holdings Limited (“PDMHL”). PDML and PDMHL together form the UK consolidated group for the basis of reporting to the FSA.

PDML is a limited licence firm and as such it is required to maintain Pillar 1 capital equal to the greater of:

• the base capital requirement of €50,000, or
• the sum of its market and credit risk requirements, or
• its fixed overheads requirement.

PDML uses the standardised approach to calculating credit and market risk and the fixed overheads requirement has been calculated in accordance with the rules as set out in GENPRU 2.1.53. Currently, the fixed overheads requirement exceeds both the sum of PDML’s market and credit risk requirements and PDML’s base capital requirement. The capital requirement of PDML and of the UK consolidated group has therefore been determined to be the fixed overheads requirement.

The available capital resources for both the UK consolidated group and for PDML on a stand-alone basis are set out in the table below. The available liquid capital resources, net of deductions, exceed the fixed overheads requirement.

There are no known current or foreseen practical or legal impediments to the prompt transfer of capital resources or repayments of liabilities between PDMHL and PDML.

 Compliance with rules in BIPRU and Pillar 2 rule requirements

Our overall approach to assessing the adequacy of our internal capital is set out in PDML’s Internal Capital Adequacy Assessment Process (“ICAAP”).

The ICAAP process involves the consideration of risks to PDML’s capital combined with stress testing using scenario analysis. We assess the impact caused by the various potential risks by modelling the changes in our income and expenditure over a 3-5 year time period. PDML’s risk assessment, through the ICAAP process, has demonstrated that the current available liquid capital resources exceed the relevant regulatory capital requirements.

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2. Legal Disclaimer

Use of this website is subject to the following terms and conditions (the "Terms"). Please read these Terms carefully. By accessing this website, you are deemed to have read and accepted these Terms and the regulatory restrictions governing the use of this website. We reserve the right to modify these Terms at any time.

Permira and Permira Entities
Permira comprises Permira Holdings Limited and each of its subsidiary undertakings from time to time including the various entities which each individually act as advisers or consultants in relation to the Permira Funds. Each of Permira Debt Managers Limited, Permira Advisers, Permira Advisers (London) Limited and Permira Advisers LLP is regulated in the United Kingdom by the Financial Services Authority. They are entered in the FSA's Register with the following FSA Register numbers:

Permira Advisers (London) Limited: 188143
Permira Advisers: 121843
Permira Advisers LLP: 196595
Permira Debt Managers Limited: 5947361

The material available on this website is communicated by Permira Holdings Limited. To the extent that material on this website is directed at users in the UK, it is issued or approved by Permira Advisers LLP.

The term "Partner" is used on this website as the title applied internally within Permira to certain senior professionals who are treated within Permira as partners, but does not necessarily imply the carrying on of a business as a partner or in partnership.

The term “Permira Funds” is used on this website to mean the funds advised and / or managed by Permira.

No Offer: Nothing in this website should be construed as an offer, invitation or general solicitation to buy or sell any investments or securities, provide investment advisory services or to engage in any other transaction.

Permitted Users of the Website
Any investments or investment services which may be promoted on this website are not available to private customers. In addition, they may not have been registered with the U.S. Securities and Exchange Commission and as such, may only be available to certain accredited U.S. investors.

Copyright
This website is subject to copyright with all rights reserved. You may download or print out a hard copy of individual pages and/or sections of this website if you do not remove any copyright or other proprietary notices. Any downloading or other copying from this website will not transfer title to any software or material to you. You may not reproduce (in whole or in part), transmit (by electronic means or otherwise), modify, link into or use for any public or commercial purpose this website without the prior written permission of Permira Holdings Limited.

Privacy
Third parties may be able to access information posted on this website by means of the Internet or otherwise. You acknowledge that communications transmitted by means of this website are public and not private communications. Please do not transmit any confidential information to or through this website.

Accuracy of Contents
While the Permira Entities use reasonable efforts to obtain information from sources which they believe to be reliable, no representation or warranty is given by any Permira Entity that the information or opinions contained in this website are accurate, reliable or complete. The information and opinions contained in this website are provided by the Permira Entities for personal use and informational purposes only. You are solely liable for any use you may make of this information. The information is inherently subject to change without notice and may become outdated. You, therefore, should verify any information obtained from this website before you use it.

Investment Performance Information
Information regarding the past performance of an investment is not necessarily indicative of the future performance of that investment. The value of investments may fall or rise.

No Advice
You should not rely on any information or opinions contained in this website in making an investment or other decision but should obtain relevant and specific professional advice. Nothing contained on this website constitutes or should be construed to constitute investment, legal, tax or other advice. The information contained on this website shall in no way be construed to constitute a recommendation with respect to the purchase or sale of any investment.

No Representation or Warranty
No representation, warranty or guarantee of any kind, express or implied is given by any Permira Entity in respect of any information or opinions contained on this website.

Exclusion of Liability
To the fullest extent allowed by law, no Permira Entity shall be liable for any direct or indirect losses, damages, costs or expenses incurred or suffered by you arising out of or in connection with the access to, use of or linking to other sites from this website or reliance on any information contained on this website. In no circumstances shall any Permira Entity have any liability (or any inability to access, use or link) for consequential or special damages. Nothing in these Terms shall limit our liability for death or personal injury resulting from any negligence of a Permira Entity.

External Sites
This website may contain links to other websites (the "Linked Sites"). The Linked Sites are for your convenience only, and you access them at your own risk. We are not responsible for the content of the Linked Sites, whether or not we are affiliated with sponsors of the Linked Sites. We do not in any way endorse the Linked Sites.

Material Interests
Any Permira Entity or its directors, officers, employees, agents or representatives may have an interest, relationship or other arrangement which may be material in any of the businesses, funds or arrangements described on this website.

No Protection for Non-UK Business
Your dealings with any Permira Entity in or outside of the UK are not covered by the rules and regulations made for the protection of investors in the UK, including any compensation arrangements, complaints process or rights of cancellation under the rules of the Financial Services Authority. Such protections may also not be available in the jurisdiction from which you access this website.

Trademarks
Permira and the Permira logo are trademarks of Permira.

Governing Law and Jurisdiction
These terms and conditions of use, and all matters connected with them, are governed by the laws of England and Wales. The courts of England have exclusive jurisdiction to settle any dispute, controversy or claim arising from or connected with these terms and conditions of use, including regarding the existence, validity or termination of these terms and conditions of use or consequences of their nullity.

This website is not directed at any person in any jurisdiction where (by reason of that person's nationality, residence or otherwise) the publication or availability of this website is prohibited. Persons in respect of whom such prohibitions apply must not access the relevant pages on this website.

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3. Privacy Policy

Permira its subsidiaries and affiliates (hereinafter collectively referred to as "Permira" and "we") respect the privacy of our online visitors and recognise the importance of protecting your personal information. We have adopted a corporate wide Online Privacy Policy that guides how we collect, store and use the information you provide us when you visit our web site.

WHAT AND HOW INFORMATION IS COLLECTED
Permira may request and collect information from our online visitors on a voluntary basis and only during: (1) Registration for Permira Media Centre and (2) Investor Communications (via IntraLinks). The requested information may include personal identifying information such as your name, e-mail address, phone number, fax number, place of work etc.

INFORMATION USAGE AND DISTRIBUTION
The information you provide us is collected by Permira and will not be shared with third-party vendors other than to provide you feedback on technical support or customer service inquiries. In the event of using a third-party vendor for the specified reasons, any third-party vendors have agreed to maintain the confidentiality and security of the information we share with them.

OPT-OUT
If you do not want Permira to send you e-mail or postal mail, you can opt out at any time by contacting Permira by e-mail at London@permira.com

COOKIES AND IP ADDRESSES
We do not use cookies on our website at present. IP addresses are logged as part of standard web directory log files, which are for internal use in monitoring site traffic and statistics.

LINKS TO OTHER SITES
You should be aware that when you are on Permira's web site, you could be directed to other sites that are beyond our control. There are links to other sites from Permira’s web site that may take you outside our service. We cannot guarantee that the privacy policies of these websites meet our standard. You should read the privacy policy of any new site you go to online.

UPDATING YOUR PERSONAL INFORMATION
If for any reason you wish to access, review, correct or delete the personal information collected about you, you may do so by emailing London@permira.com. You must be able to provide your name and e-mail address. Once identified, we will be happy to review, update or remove your information as appropriate.

QUESTIONS OR COMPLAINTS
If you have any questions, complaints, or comments about Permira or this privacy policy, please contact Permira’s Privacy Policy Administrator by sending an e-mail to London@permira.com.

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