MIFID PRU Public Disclosure Document

Blantyre Capital Limited
FCA Firm Reference Number (FRN): 771579
For the period 1 January 2024 – 31 December 2024

Table of contents

1. Overview and summary
2. Own funds
3. Own funds requirements
4. Risk management
5. Remuneration arrangements
6. Updates from FCA / Regulatory Developments

1. Overview and summary

Blantyre Capital Limited (the "Firm") is authorised and regulated by the Financial Conduct Authority ("FCA") under Firm Reference Number (FRN 771579) as a Markets in Financial Instruments Directive ("MiFID") investment firm.

For the purposes of MiFIDPRU, the Firm is classified as a small non-interconnected ("SNI") firm.

This Public Disclosure Document has been prepared in accordance with the rules and requirements of MiFIDPRU 8, as applicable to SNI firms, and based on the audited financial statements as at 31 December 2024 for the period 1 January 2024 – 31 December 2024.

The Firm’s main business activity is investing in equity and debt special situations, focusing on sourcing, and investing in complex situations across various jurisdictions, including providing direct financing, repairing capital structures, or improving operations. In addition, Blantyre Capital Limited manages long-term capital on behalf of institutional investors, including public and private pension plans, endowments, foundations, private funds, and family offices.

2. Own funds

In accordance with MiFIDPRU 8.3, the Firm discloses the composition of its own regulatory funds. The Firm maintains capital in excess of its regulatory requirements, ensuring adequate financial resources to support its business operations.

1. Own funds consist solely of Common Equity Tier 1 (CET1) capital.
2. CET1 capital comprises share capital and audited retained earnings.

As at 31 December 2024, the Firm’s total regulatory own funds amounted to 6,137,282 GBP.

3. Own funds requirements

The Firm is required to maintain sufficient capital to meet its Fixed Overhead Requirement (FOR), calculated in accordance with MiFIDPRU 4.

1. Fixed Overhead Requirement: 1,589,000 GBP
2. Regulatory Own Funds: 6,137,282 GBP

As at 31 December 2024, the Firm’s available capital exceeded its regulatory requirement, demonstrating compliance with MiFIDPRU.

4. Risk management

The Firm maintains a proportionate risk management framework appropriate for its size, nature, and complexity. The Board of Directors has overall responsibility for risk management and internal controls.

The Firm has identified the following key risks:

1. Business risk – including market downturns affecting investment opportunities.
2. Operational risk – relating to systems, processes, and outsourcing.
3. Liquidity risk – ensuring sufficient cash resources to meet obligations.
4. Regulatory and compliance risk – ongoing compliance with FCA rules and regulatory obligations.

Risk management processes include regular monitoring, Board oversight, and an internal control framework to mitigate risks.

5. Remuneration arrangements

The Firm has adopted a remuneration policy and related procedures that comply with the requirements of chapter 19G of the FCA's Senior Management Arrangements, Systems and Controls Sourcebook (“SYSC”).

In accordance with MiFIDPRU 8.6.2 the Firm makes the following qualitative remuneration disclosures:

1. The Firm’s remuneration policies and practices are reviewed annually to ensure they are appropriate and proportionate.
2. The Firm’s Managing Partners are directly responsible for the overall remuneration policy.
3. The Firm ensures that its remuneration structure promotes effective risk management and balances fixed and variable remuneration components.
4. Variable remuneration is adjusted in line with capital and liquidity requirements as well as the Firm’s performance.

Blantyre Capital Limited does not benefit from exceptional government intervention.

1. Blantyre Capital Limited Remuneration Policy sets out the criteria for setting fixed and variable remuneration. All remuneration paid to staff members is clearly categorised as either fixed or variable remuneration.
2. Fixed remuneration is based upon a staff member’s professional experience and organisational responsibility. It is permanent, pre-determined, non-discretionary, non-revocable and not dependent on performance.
3. Variable remuneration is based upon staff members’ performance or, in exceptional cases, other conditions.

Performance reflects the long-term performance of the staff member as well as performance in excess of the staff member’s job description and terms of employment, and includes discretionary pension benefits and carried interest, as referred to in SYSC 19G.1.27R.

Total remuneration is based on balancing both financial and non-financial indicators together with the performance of the Firm and the staff member’s business unit.

The Firm ensures that fixed and variable components of the total remuneration are appropriately balanced to enable the operation of a fully flexible policy on variable remuneration. The Firm monitors fixed to variable compensation to ensure SYSC 19G is adhered to with respect to Total Remuneration.

Quantitative Remuneration:

For the performance year ending 31 December 2024:

1. Total fixed remuneration awarded: 3,149,841 GBP
2. Total variable remuneration awarded: 1,002,500 GBP
3. Total remuneration awarded: 4,152,341GBP

6. Updates from FCA / Regulatory Developments

In late 2024, the FCA issued a consultation (CP24/23 jointly with PRA CP16/24) proposing reforms to the remuneration regime in dual-regulated firms. One key proposal is to streamline FCA’s SYSC 19D by cross-referencing the PRA Remuneration Rules, thereby reducing duplicative requirements.

No immediate changes to MiFIDPRU 8 remuneration disclosure rules are finalised as of the year ending 31 December 2024, but the Firm will continue to monitor developments and, where applicable, update future disclosures accordingly.