GLG INVESTMENTS PLC GLG GLOBAL CONVERTIBLE UCITS FUND SIMPLIFIED PROSPECTUS 6 February 2009

Transcription

1 GLG INVESTMENTS PLC GLG GLOBAL CONVERTIBLE UCITS FUND SIMPLIFIED PROSPECTUS 6 February 2009 This simplified prospectus contains key information in relation to GLG Global Convertible UCITS Fund (the Portfolio ) a sub-fund of the GLG Investments plc (the Company ), which is an open-ended umbrella investment company with variable capital and segregated liability between sub-funds incorporated in Ireland on 1 August 1996 with registration number and authorised on 7 January 1997 by the Irish Financial Services Regulatory Authority and is regulated pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2003, as amended (the Regulations ). The Company has eleven sub-funds, the GLG Balanced Fund, the GLG Capital Appreciation Fund, the GLG Performance Fund, the GLG Global Convertible UCITS Fund, the GLG Global Bond Fund, the GLG European Equity Fund, the GLG North American Equity Fund, the GLG Japanese Equity Fund, the GLG UK Select Equity Fund, the GLG Environment Fund and the GLG Enhanced Short Term Fund. Potential investors are advised to read the full prospectus dated 6 February 2009 (the Prospectus ) before making an investment decision. The rights and duties of the investor as well as the legal relationship with the Company are laid down in the Prospectus. The base currency of the Portfolio is the U.S. Dollar. Investment Objective: Investment Policy: The objective of the Portfolio is to achieve compounded appreciation of the investor s capital. The Portfolio will pursue its objective through investment globally in an actively managed portfolio of convertible bonds, convertible preference shares, debt securities, warrants and other equity-linked securities, which may include but are not limited to such instruments as stock options and equity swaps, with less volatility than a portfolio of the underlying equities in the international securities markets. The Portfolio will invest primarily in securities listed or traded on Recognised Markets in OECD member states and other countries. The Portfolio will be diversified with no more than 30% of the Portfolio s investment in securities listed or traded on Recognised Markets in non-oecd countries. The Investment Manager will further seek to reduce the Portfolio s volatility through diversification and through active management of the three principal risk parameters: credit rating, conversion premium and premium to yield support. The Portfolio s investments will be in accordance with the concentration and other restrictions described in Investment Powers and Restrictions. In addition, the Directors have determined that no more than 30% of the net assets of the Portfolio will be held in non-investment grade securities including convertible bonds and convertible preference securities with a debt rating less than or equal to Baa from Moody s Investors Services, Inc ( Moody s ) or BBB (including BBB-) from Standard & Poor s Rating Services ( S&P ) or equivalent as determined by the Investment Manager. The Portfolio may use currency transactions including forward currency contracts, currency swaps and foreign currency to alter the exposure characteristics of transferable securities held by the Portfolio. The Portfolio may from time to time invest in asset swapped convertible options transactions ( ASCOT s ). An ASCOT consists of an option on a convertible bond that is used to separate the convertible bond into it s two constituent parts, ie the bond and the option to acquire stock. ASCOTS will be used by the Investment Manager in an effort to protect the Portfolio against the potential impact of credit risk or interest rate risk in a particular convertible bond. In an ASCOT transaction, the Investment Manager sells a convertible bond in return for a combination of a cash payment and a call option which entitles the Investment Manager to repurchase the convertible bond on demand. The convertible bond is repurchased when the Investment Manager determines that it wishes to realise the value of any gain or loss on this call option. Risk Profile: The following risk factors apply in relation to the Portfolio: Investment in the Portfolio carries with it a degree of risk including, but not limited to, the risks referred to in the Prospectus. There can be no assurance that the Portfolio will achieve its investment objective. The net asset value of shares, and the income therefrom, may go down as well as up and investors may not get back the amount invested or any return on their investment. The investment risks described above are not purported to be exhaustive and potential investors should review the Prospectus in its entirety, and consult with their professional advisors, before

2 making an application for shares in the Portfolio. A complete description of risk factors is set out in the Prospectus. Performance Data Profile of a Typical Investor: Distribution Policy: Fees and Expenses: Details of the Portfolio s Performance Data are contained in Appendix 1 Investment in the Portfolio is suitable for investors seeking compounded appreciation of capital. It is not currently intended to make any dividend distributions in respect of the Portfolio. Income and capital gains arising in respect of the Portfolio will be re-invested in the Portfolio and reflected in the net asset value per share for the Portfolio. Shareholders Expenses Upfront Sales Charges Investors may be subject to an upfront sales charge payable to the Manager in respect of a subscription for Class K, Class L, Class M, Class N Class O, Class R and Class S Shares in the following amounts: Subscription Amount Percentage (US$ amounts for US$ denominated Portfolios, their equivalent in Euro and Sterling for Euro and Sterling denominated Portfolios) Up to 50,000 5% 50,000 to 100,000 4% 100,000 to 500,000 3% 500,000 to 1,000,000 2% 1,000,000 to 5,000,000 1% 5,000,000 1% or less Distribution Fee and Contingent Deferred Sales Charge Class B and Class E Shares are subject to a distribution fee in an amount equal to 1% per annum of the net asset value of the Class. Class B and Class E shares are subject to a contingent deferred sales charge ( CDSC ) the amount of which is calculated by reference to the length of time the shares were held by the relevant investor. The amount of CDSC payable is calculated as follows: Period Held Amount of CDSC Less than 1 year 5% 1-2 years 4% 2-3 years 3% 3-4 years 2% 4-5 years 1% 5 years + 0% Class C, Class F and Class I Shares are subject to a distribution fee in an amount equal to 1.25% per annum of the Net Asset Value of the class Class C, Class F and Class I Shares are subject to a contingent deferred sales charge, the amount of which is calculated by reference to the length of time the shares were held by the relevant investors. The amount of CDSC payable is calculated as follows: Period Held Amount of CDSC Less than 1 year 2% 1-2 years 1% 2 years + 0% All of the fees payable to the Distributor will be paid by the Manager out of distribution fees or upfront sales fees received by the Manager. There is no switching fee payable in respect of the Portfolio.

3 Annual Operating Expenses Management Fee Class A, Class B, Class C, Class D, Class E, Class F, Class I, Class J, Class R and Class S Shares: 1% of NAV Class K, Class L, Class M, Class N and Class O Shares: Class T Shares: 2.25% of NAV 1% of NAV Performance Fee The Performance Fee is 20% of the amount by which the Portfolio s return exceeds the benchmark return during a performance period (see the Prospectus for definitions and further details.) The objective criteria on which any difference in fees payable between the Share Classes of the Company are available in the Prospectus. Administration Fee: 0.30% per annum of the NAV of the Portfolio. Custodian Fee: 0.04% per annum of the NAV of the Portfolio (plus VAT) Reasonable out of pocket expenses of the Manager, Custodian and Administrator are paid out of the assets of the Portfolio Total Expense Ratio ( TER ) Details of the TER for each Share Class are contained in Appendix 1. Portfolio Turnover Rate ( PTR ) The PTR for the Portfolio is Investors may obtain details of the PTR for the Portfolio for previous years from the Administrator. Taxation: The Company is an investment undertaking within the meaning of Section 739B of the Irish Taxes Consolidation Act 1997 and is not chargeable to Irish tax on its relevant income or relevant gains subject to the exceptions as set out in the section entitled Taxation in the Prospectus. No Irish stamp duty is payable on the issue, redemption or transfer of shares in the Company. Shareholders and potential investors should consult with their professional advisers in relation to the tax treatment of their holdings in the Company. Publication of Share Price: How to Buy/ Sell Shares: The Net Asset Value per Share shall be posted in the Financial Times and such other newspapers and on or through such other media as the Directors may from time to time determine, on each Business Day. You can subscribe for shares, redeem or transfer shares from: Administrator BNY Mellon Fund Services (Ireland) Limited Hanover House 1 st Floor Windmill Lane Dublin 2 Ireland Telephone No Facsimile No The following Share classes are closed to further subscriptions: Class A, Class B, Class D, Class E, Class I, Class J and Class T Shares

4 Additional Important Information: Manager Custodian Administrator Investment Manager Promoter Auditors GLG Partners Asset Management Limited BNY Mellon Trust Company (Ireland) Limited BNY Mellon Fund Services (Ireland) Limited GLG Partners LP GLG Partners LP Ernst & Young Copies of the Prospectus and any yearly and half-yearly reports may be obtained (free of charge) from: GLG Partners Asset Management Limited 70 Sir John Rogerson s Quay Dublin 2 Ireland

5 APPENDIX 1 PERFORMANCE DATA GLG Global Convertible UCITS Fund Class A 10.00% 8.94% % Net Return 8.00% 6.00% 4.00% 2.00% 5.33% 6.92% 4.22% %Net Return US$ LIBOR 0.00% Year Ending GLG Global Convertible UCITS Fund Class K % Net Return 12.00% 10.00% 8.00% 6.00% 4.00% 2.00% 0.00% 9.79% 7.58% 5.44% 5.72% 5.33% 3.70% 4.22% 1.69% Year Ending % Net Return US$ LIBOR Please note that past performance is not necessarily a guide to the future performance of a Fund. The above data is exclusive of sales charges, contingent deferred sales charges, taxes and charges. The performance data above has been given in respect of the Class A Shares and Class K Shares of the Portfolio. These Classes have been selected as they are subject to the same management and performance fees as other Classes in the Fund which are currently available for subscription by investors and for which performance data is available and the information above is therefore broadly representative of the performance of those Classes.

6 TOTAL EXPENSE RATIOS Class A B C D E F I J K L M N T Base Currency USD USD USD EUR EUR EUR EUR USD USD USD EUR EUR EUR GLG Global Convertible UCITS Fund 2.42% 3.30% 3.72% 2.44% 3.36% 3.59% 3.63% 2.45% 3.56% 3.48% 3.58% 3.47%2.69% * denotes Share Class not trading at 31 December 2007 All TERs are taken from the Company s audited financial statements for the year ending 31 December 2007 Investors may obtain details of the TERs for the Company for previous years from the Administrator.