Pershing Square Holdings, Ltd.

Transcription

1 PURSUANT TO AN EXEMPTION FROM THE U.S. COMMODITY FUTURES TRADING COMMISSION (THE CFTC ) IN CONNECTION WITH POOLS WHOSE PARTICIPANTS ARE LIMITED TO QUALIFIED ELIGIBLE PERSONS, AN OFFERING DOCUMENT FOR THIS POOL IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE CFTC. THE CFTC DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A POOL OR UPON THE ADEQUACY OR ACCURACY OF AN OFFERING DOCUMENT. CONSEQUENTLY, THE CFTC HAS NOT REVIEWED OR APPROVED THE PLACING OR ANY OFFERING DOCUMENT FOR THIS POOL. YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY POOL MAY TRADE FOREIGN FUTURES OR OPTIONS CONTRACTS. TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE UNITED STATES, INCLUDING MARKETS FORMALLY LINKED TO A UNITED STATES MARKET, MAY BE SUBJECT TO REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION TO THIS POOL AND ITS PARTICIPANTS. FURTHER, UNITED STATES REGULATORY AUTHORITIES MAY BE UNABLE TO COMPEL THE ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR MARKETS IN NON-U.S. JURISDICTIONS WHERE TRANSACTIONS FOR THIS POOL MAY BE EFFECTED. THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take or the contents of this prospectus (this Prospectus ), you are recommended to seek your own independent financial advice immediately from your stockbroker, bank, legal adviser, accountant, or other appropriate independent financial adviser. A copy of this document, which comprises a prospectus for the purposes of Article 3 of Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003, as amended (the Prospectus Directive ), relating to Pershing Square Holdings, Ltd. (the Company ) in connection with the admission of non-redeemable shares in the Company (the Public Shares ) on Euronext in Amsterdam ( Euronext Amsterdam ), the regulated market operated by Euronext Amsterdam N.V., prepared in accordance with chapter 5.1 of the Dutch Act on Financial Markets Supervision (Wet op het financieel toezicht; the DFSA ) and the rules promulgated thereunder, has been filed with the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financële Markten) (the AFM ). This Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, any of the Placing Shares or any other securities to the public. The new Public Shares offered in the Placing (the Placing Shares ) are only suitable for investors (i) who understand the potential risk of capital loss, (ii) for whom an investment in the Placing Shares is part of a diversified investment programme, and (iii) who fully understand and are willing to assume the risks involved in such an investment programme. Application has been made for the Public Shares to be admitted to listing and trading on Euronext Amsterdam. The Company expects that its application for admission of the Public Shares on Euronext Amsterdam will be approved on or prior to the settlement date of the Placing of the Placing Shares (the Settlement Date ), but will not be effective until the Admission Date (as defined below). For the period prior to the Admission Date, trading (whether conditional or unconditional) in the Public Shares on Euronext Amsterdam will not be possible, and there will be no established trading market for the Public Shares. It is expected that Admission will become effective and that unconditional dealings in the Public Shares will commence at 9.00 a.m. on 13 October 2014 (the Admission Date ). The trading symbol of the Public Shares is PSH and their ISIN number is GG00BPFJTF46. Pershing Square Holdings, Ltd. (A company limited by shares incorporated under the laws of Guernsey with registered number 54602) Placing for an issue of 109,090,909 Placing Shares at an issue price of $25 per Placing Share and Admission of Public Shares on Euronext Amsterdam Investment Manager Pershing Square Capital Management, L.P. Joint Global Coordinators and Joint Bookrunners UBS Investment Bank Deutsche Bank Joint Bookrunner Credit Suisse Joint Co-Lead Managers ABN AMRO BTG Pactual CIBC Placing Agent Dexion Capital plc The Company accepts responsibility for the information contained in this Prospectus. The Company declares that, having taken all reasonable care to ensure that such is the case, the information contained in the Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. The Investment Manager has given and not withdrawn its written consent to the issue of this Prospectus with references to its name in the form and context in which such references appear. The Investment Manager accepts responsibility for the information contained in this Prospectus. The Investment Manager declares that, having taken all reasonable care to ensure that such is the case, the information contained in the Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. Capitalised terms contained in this Prospectus shall have the meanings set out in Part XII of this Prospectus. The attention of prospective investors is drawn to the Risk Factors set out on pages 29 to 53 of this Prospectus. The Company currently operates as a registered open-ended investment scheme incorporated as a company limited by shares in Guernsey and regulated under the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended (the Protection of Investors Law ) and the Registered Collective Investment Scheme Rules 2008 (the 2008 Rules ) issued by the Guernsey Financial Services Commission (the GFSC ). The GFSC has approved the conversion of the Company into a registered closed-ended investment scheme under the Protection of Investors Law and the 2008 Rules subject to completion of the normal registration procedure and the Placing. The Company expects the conversion to be effective upon the Settlement Date without the need for shareholder approval. The GFSC has not reviewed and will not review this Prospectus and will only rely upon specific warranties provided by Elysium Fund Management Limited, the Guernsey administrator of the Company. The GFSC accepts no responsibility for the financial soundness of the Company or for the correctness of any of the statements made or opinions expressed with regard to it. Shares in a registered collective investment scheme are not permitted to be directly offered to the public in Guernsey but may be offered to regulated entities in Guernsey or offered to the public by entities appropriately licensed under the Protection of Investors Law. The Placing Shares have not been and will not be registered under the applicable securities laws of the United States, Australia, Canada, Japan, New Zealand or South Africa. Subject to certain exceptions, the Placing Shares may not be offered or sold within the United States, Australia, Canada, Japan, New Zealand or South Africa or into any other jurisdiction where to do so would constitute a violation of applicable laws or regulations of such other jurisdiction or to any national, resident or citizen thereof. The Placing Shares may not be offered or sold to or for the account or benefit of U.S. persons ( U.S. Persons ) as defined in Regulation S ( Regulation S ) under the U.S. Securities Act of 1933, as amended (the Securities Act ). The Placing Shares are being offered and sold only to non-u.s. Persons in the Netherlands and selected other jurisdictions in offshore transactions in reliance on Regulation S, provided such persons are also Qualified Eligible Persons ( QEPs ) under U.S. Commodity Futures Trading Commission ( CFTC ) Rule 4.7. Neither the U.S. Securities and Exchange Commission (the SEC ) nor any U.S. state securities commission has approved or disapproved of the Placing Shares, nor have they passed upon or endorsed the merit of the Placing or the accuracy or completeness of this Prospectus. Any representation to the contrary is a criminal offence in the United States. The Company has not registered as an investment company under the U.S. Investment Company Act of 1940, as amended (the Investment Company Act ), and investors will not be entitled to the benefits of that Act. The Placing Shares may not be acquired by: (i) investors using assets of: (A) an employee benefit plan as defined in Section 3(3) of the U.S. Employee Retirement Income Security Act of 1974, as amended from time to time (together with the applicable regulations thereunder, ERISA ), that is subject to Title I of ERISA; (B) a plan as defined in Section 4975 of the U.S. Internal Revenue Code (the IRC ), including an individual retirement account or other arrangement that is subject to Section 4975 of the IRC; or (C) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the IRC ( ERISA Plans ); or (ii) a governmental, church, non-u.s. or other employee benefit plan that is subject to any federal, state, local or non-u.s. law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the IRC. Each Manager is acting exclusively for the Company in relation to the Placing and Admission, will not regard any other person (whether or not a recipient of this Prospectus) as a client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the contents of this Prospectus or any transaction or arrangement referred to herein. Prospective investors should rely only on the information in this Prospectus. No person has been authorised to give any information or make any representations other than those contained in this Prospectus and, if given or made, such information or representations must not be relied on as having been authorised by the Company, the Investment Manager or any Manager. Without prejudice to the Company s obligations under Chapter 5.1 of the DFSA and the rules promulgated thereunder, the delivery of this Prospectus shall not, under any circumstances, create any implication that there has been no change in the affairs of the Company since, or that the information contained herein is correct at any time subsequent to, the date of this Prospectus. Apart from the responsibilities and liabilities, if any, which may be imposed on each of the Managers pursuant to applicable law and regulation, none of the Managers accepts any responsibility whatsoever for this Prospectus and does not make any representation or warranty, express or implied, for the contents of this Prospectus, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Investment Manager, the Placing Shares, the Placing or Admission. Each of the Managers accordingly disclaims to the fullest extent permitted by law all and any liability whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of such document or any such statement. The Managers and any of their Affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services for, the Company and the Investment Manager, for which they would have received customary fees. The Managers and any of their Affiliates may provide such services to the Company and the Investment Manager and any of their respective Affiliates in the future. In connection with the Placing, the Managers and any of their Affiliates acting as an investor for its or their own account(s), may subscribe for the Placing Shares and, in that capacity, may retain, purchase, sell, offer to sell or otherwise deal for its or their own account(s) in such securities of the Company, any other securities of the Company or other related investments in connecting with the Placing or otherwise. Accordingly, references in this Prospectus to the Placing Shares being issued, offered, subscribed or otherwise dealt with, should be read as including any issue or offer to, or subscription or dealing by, the Managers and any of their Affiliates acting as an investor for its or their own account(s). The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so. In addition, the Managers may enter into financing arrangements with investors, such as share swap arrangements or lending arrangements in connection with which the Managers may from time to time acquire, hold or dispose of shareholdings in the Company. This Prospectus is dated 2 October 2014.

2 TABLE OF CONTENTS Summary... 1 Risk Factors Conflicts of Interest Important Information Expected Timetable Placing Statistics Directors, Investment Manager and Advisers Part I: Information on the Company Part II: Information on the Investment Manager Part III: Directors, Corporate Governance and Administration Part IV: Brokerage and Custody Part V: Placing Arrangements Part VI: Investment Restrictions, Transfer Restrictions and ERISA, Tax and Other Considerations Part VII: Sales Restrictions Part VIII: Accountants Report and Historical Financial Information Part IX: Operating and Financial Review Part X: Taxation Part XI: Additional Information Part XII: Definitions Annex A: Investor Letter i

3 SUMMARY Summaries are made up of disclosure requirements known as Elements. These Elements are numbered in Sections A - E (A.1 - E.7). This summary contains all the Elements required to be included in a summary for this type of security and issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of not applicable. Section A Introduction and Warnings Element Disclosure requirement Disclosure A1 Warning This summary section should be read as an introduction to this Prospectus. Any decision to acquire Placing Shares should be based on a consideration of this Prospectus as a whole. Where a claim relating to the information contained in a prospectus is brought before a court, a plaintiff investor might, under national legislation of the European Economic Area ( EEA ) states, have to bear the costs of translating that prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary, including any translation of the summary, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such securities. A2 Consent for resale Not applicable. The Company has not given its consent to the use of this Prospectus for any subsequent resale or final placement of the Public Shares by any financial intermediary. Element Disclosure requirement Disclosure Section B Issuer B1 Legal and Pershing Square Holdings, Ltd. commercial name B2 Domicile and legal The Company was incorporated as a company limited by shares in form Guernsey under the Guernsey Companies Law on 2 February 2012 with registered number The Company currently operates as a registered open-ended investment scheme regulated under the Protection of Investors Law and the 2008 Rules, but the GFSC has approved the conversion of the Company into a registered closed-ended investment scheme under the Protection of Investors Law and the 2008 Rules subject to completion of the normal registration procedure and the Placing. The Company expects the conversion to be effective upon the Settlement Date without the need for shareholder approval. B5 Group description Not applicable. The Company does not have any subsidiaries. B6 Notifiable In order to maintain the status of the Company as a foreign private issuer interests/voting under U.S. securities law and regulations, the Company issued to rights PS Holdings Independent Voting Company Limited ( VoteCo ) a class of shares ( VoteCo Shares ) on 31 December 2012, the date the Company started its operations (the Initial Closing Date ). 1

4 Section B Issuer Element Disclosure requirement Disclosure VoteCo is a Guernsey limited liability company with the sole object of holding the issued VoteCo Shares. VoteCo s organisational documents require it to vote in the interests of the Company s shareholders as a whole. Although the Investment Manager contributed the initial amount needed to purchase the VoteCo Shares and has selected the initial independent directors who serve on the board of VoteCo, the Investment Manager has no other affiliation with VoteCo. The members of the VoteCo board of directors are independent from the Investment Manager and have no interest in the Company or the Investment Manager. VoteCo is wholly owned by a purpose trust, PS Holdings Independent Trust, which has a trustee, Virtus Trust Limited, and an enforcer, Fides Corporate Service Limited, and has been established for the benefit of one or more charitable organisations, currently The Breast Cancer Society of Canada. The VoteCo Shares, in aggregate, carry voting rights on each matter put to a vote of the shareholders (other than matters for which a different rule is stated in the Articles of Incorporation or pursuant to applicable law) equal to 50.1 per cent. of the total voting power of all of the Company s shares entitled to vote on that matter. The VoteCo Shares will automatically convert into B Shares upon the Settlement Date. The B Shares will carry identical voting power as the VoteCo Shares. By virtue of VoteCo s holding of VoteCo Shares and, upon conversion on the Settlement Date, B Shares, VoteCo is able to control all matters requiring the vote of a majority of the shareholders, including the election of directors, but a limited set of matters, including (i) amendments to the Articles of Incorporation, (ii) material amendments to the Company s investment policy, (iii) termination of the Investment Management Agreement by the Company and (iv) certain votes to continue or wind-up the Company, will require both a super-majority vote of holders of all classes of shares and a separate class vote of the holders of the Existing Shares and, on and after the Settlement Date, the Public Shares. As of the Admission Date, insofar as is known to the Company, the following persons are expected to be directly or indirectly interested in 3 per cent. or more of the Company s total voting rights or NAV: Percentage of Percentage of Company s the Company s voting rights NAV VoteCo % Blackstone Alternative Asset Management L.P. (1) % 5.96% Rothschild Wealth Management (UK) (1)(2) % 4.13% Qatar Holding LLC (1) % 4.58% Forsta Ap-Fonden (1) % 3.23% Schroder & Co Bank AG (1)(3) % 3.50% (1) The voting power of the Public Shares, together with the Management Shares, is limited to 49.9% of the total voting power of the Company. (2) Rothschild Bank AG has agreed to subscribe for 716,000 Placing Shares (with an aggregate value of $17.9 million). (3) Schroder Investment Management Limited has agreed to subscribe for 585,765 Placing Shares (with an aggregate value of $14.6 million). 2

5 Section B Issuer Element Disclosure requirement Disclosure The Articles of Incorporation also provide that, subject to certain exceptions, any person will have to notify the Company of the percentage of the Public Shares it holds or is deemed to hold (through such person s direct or indirect holding of financial instruments) if this percentage reaches, exceeds or falls below 3 per cent., 4 per cent., 4.25 per cent., 4.50 per cent., 4.75 per cent. or 5 per cent. The Articles of Incorporation impose restrictions on the ownership of the shares of the Company: In order to minimise the impact of the Foreign Investment in Real Property Tax Act of 1980 ( FIRPTA ) and to comply with its various requirements, the Articles of Incorporation provide that no person may own or be treated as owning, within the meaning of Section 318 of the IRC (as modified by Section 897(c)(6)(C) of the IRC), shares representing more than 4.75 per cent. of the value of the Public Shares (the Ownership Limit ). In order to avoid its assets to be deemed to be plan assets under ERISA, the aggregate number of shares of any class or series held by ERISA Plans must be less than 25 per cent. (or such other percentage as may be specified in applicable regulations) of the aggregate number of outstanding shares of that class or series (the Plan Limit ) and Public Shares may not be acquired by any ERISA Plan (other than, for the avoidance of doubt, by conversion of Existing Shares into Public Shares on the Settlement Date). ERISA Plans include investors using assets of: (A) an employee benefit plan as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA; (B) a plan as defined in Section 4975 of the IRC, including an individual retirement account or other arrangement that is subject to Section 4975 of the IRC; or (C) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the IRC. The Articles of Incorporation include excess share provisions designed to enforce the Ownership Limit and the Plan Limit. Upon a prohibited transfer, any such shares in excess of the Ownership Limit or the Plan Limit and any Public Shares purported to be acquired by an ERISA Plan become excess shares and the prohibited owner will not acquire or retain any right or beneficial economic interest in such shares. The excess shares will be automatically transferred to a trust whose trustee shall have the right to designate a person who may acquire the excess shares without violating the applicable ownership restrictions and any other applicable investment and transfer restrictions. The trustee shall pay to the prohibited owner the lesser of (a) the value of the excess shares at the time they became excess shares and (b) the price received by the trustee from the sale of the excess shares to the permitted transferee. 3

6 Section B Issuer Element Disclosure requirement Disclosure B7 Key financial The financial information set out below has been extracted from the information Company s historical financial information set out in Part VIII: Accountants Report and Historical Financial Information of this Prospectus. Historical financial information as of 31 December 2013 and 2012 and for the year ended 31 December 2013 is audited and historical financial information as of 30 June 2014 and for the six-month periods ended 30 June 2014 and 2013 is unaudited. Prospective investors should read the whole of such report and not rely solely on the summarised information set out below: As of As of As of Statement of Financial Position 30 June December December 2012 (unaudited) Assets Cash and cash equivalents...$ 151,696,614 $ 389,656,631 $ 3,500,000 Due from brokers ,239, ,795, ,167,420 Trade and other receivables... 2,771,431 3,371,546 91,684 Financial assets at fair value through profit or loss Investments in securities... 2,830,523,840 1,911,130,931 1,747,363,773 Derivative financial instruments ,168, ,359,760 50,143,887 Total Assets... 3,425,399,284 2,957,314,374 2,383,266,764 Liabilities Due to brokers...$ 76,179,299 $ 81,153,405 $ 7,747,659 Trade and other payables ,899, ,209,903 14,477,195 Financial liabilities at fair value through profit or loss Securities sold, not yet purchased ,229, ,859, ,765,170 Derivative financial instruments... 7,852,481 91,744,432 7,945,618 Total liabilities ,161, ,967, ,935,642 Net assets attributable to shareholders. 2,867,237,750 2,373,347,015 2,190,331,122 4

7 Section B Issuer Element Disclosure requirement Disclosure Six-month period ended 30 June Year ended 31 December Statement of Comprehensive Income (unaudited) (unaudited) Investment gains and losses Net gain (loss) on financial assets and liabilities at fair value through profit or loss. $ 760,692,690 $ 179,515,279 $ 287,404,369 Income Dividend income (1)... 9,288,190 14,311,620 29,726,267 Interest income... 7,567 26,624 34,575 9,295,757 14,338,244 29,760,842 Expense Incentive fees (2)... (115,144,100) (25,159,308) (38,790,795) Management fees... (18,399,558) (16,528,855) (33,738,961) Interest expense... (2,430,974) (5,049,240) (10,900,406) Professional fees (3)... (6,265,927) (3,544,440) (8,797,506) Dividend expense (4)... (844,628) (2,992,879) (5,591,905) Other expenses (5)... (557,005) (160,112) (472,486) (143,642,192) (53,434,834) (98,292,059) Profit before tax ,346, ,418, ,873,152 Withholding tax (1)... (2,534,472) (4,136,950) (8,346,474) Profit for the period ,811, ,281, ,526,678 Total comprehensive income for the period ,811, ,281, ,526,678 Statement of Changes in Shareholders Funds Proceeds from issuance of shares (Existing Shares)...$ 66,195,000 $ 16,449,826 $ 210,714,337 Payment for redemption of shares (Existing Shares)... (196,116,048) (97,600,645) (238,225,122) (129,921,048) (81,150,819) (27,510,785) Total comprehensive income for the period.. 623,811, ,281, ,526,678 Net change in net assets attributable to shareholders ,890,735 55,130, ,015,893 Net assets attributable to shareholders at beginning of period... 2,373,347,015 2,190,331,122 2,190,331,122 Net assets attributable to shareholders at end of period...$2,867,237,750 $2,245,462,042 $2,373,347,015 (1) Dividend income is gross of withholding taxes of $2,534,472 and $4,136,950 for the six-month periods ended 30 June 2014 and 2013 and $8,346,474 for the year ended 31 December 2013, which are included in Withholding tax. (2) Incentive fee expense refers to the 16 per cent. Performance Fee and includes crystallised performance fees payable of $5,978,348 and $1,080,027 for the six-month periods ended 30 June 2014 and 2013 and $38,790,795 as of 31 December 2013, respectively. The remaining amounts are accrued performance fees payable. (3) Professional fees includes, but is not limited to, expenses relating to accounting, auditing, entity-level taxes and tax preparation expenses, legal fees and expenses, professional fees and expenses (including fees and expenses of investment bankers, appraisers, public and government relations firms and other consultants and experts) and investment-related expenses including research (including the Company s pro rata share of any such fees incurred in connection with an activist investment). (4) Securities sold, not yet purchased, represent obligations of the Fund to deliver the specified securities and, thereby, create a liability to purchase the security in the open market at prevailing prices. Dividend expense related to securities sold, not yet purchased is recognised, on the ex-dividend date, when the underlying company owes a dividend payment to the owner of these securities. (5) Other expenses include, but are not limited to, investment-related expenses associated with activist campaigns including expenses for (i) proxy contests, solicitations and tender offers, (ii) compensation, indemnification and expenses of nominees proposed by the Investment Manager as directors or executives of portfolio companies, (iii) printing and postage expenses, bank service fees, insurance expenses, and expenses relating to regulatory filings and registrations made in connection with the Fund s business. 5

8 Section B Issuer Element Disclosure requirement Disclosure Save as disclosed below, there has been no significant change in the financial or trading position of the Company since 30 June 2014, being the end of the last financial period for which unaudited interim financial information has been prepared. From 1 July to 31 August, the Company s NAV continued its positive development by increasing by between 5 and 6 per cent. Key portfolio developments that drove NAV appreciation during this two-month period included, among other things, a 21% decline in the shares of Herbalife (a short position), an 11% increase in the shares of CP and an 18% increase in the shares of BKW. In August 2014, BKW announced its entry into a merger agreement to acquire Tim Hortons the Canadian-based donut and coffee chain. The three positions that most declined in value during the two-month period from 1 July to 31 August 2014 were AGN, PAH and Freddie Mac, the share prices of which each declined by low single digit percentages. B8 Key pro forma Not applicable. No pro forma information about the Company has been financial included in this Prospectus. information B9 Profit forecast Not applicable. No profit estimate or forecast for the Company has been made in this Prospectus. B10 Description of the Not applicable. There are no qualifications to the audit report on the nature of any historical financial information for the year ended 31 December 2013 and qualifications in the period from 2 February 2012 to 31 December the audit report on the historical financial information B11 Insufficient Not applicable. The Company is of the opinion that it has sufficient working capital working capital for its present requirements, that is for at least the next 12 months from the date of this Prospectus. B34 Investment Investment Objective and Policy objective and The Company s investment objective is to preserve capital and seek policy maximum, long-term capital appreciation commensurate with reasonable risk. The Investment Manager defines risk as the probability of permanent loss of capital, rather than price volatility. In its value approach to investing, the Investment Manager seeks to identify and invest in long (and occasionally short) investment opportunities that the Investment Manager believes exhibit significant valuation discrepancies between current trading prices and intrinsic business (or net asset) value, often with a catalyst for value recognition. The Investment Manager s focus on deeply undervalued securities is due to its belief that a well-priced purchase is often the most important determinant of the success of an investment. In addition, the Investment Manager believes that the acquisition of a portfolio of investments, when acquired at a large discount to intrinsic value, provides a margin of safety that can mitigate the likelihood of an overall permanent loss of the Company s capital. 6

9 Section B Issuer Element Disclosure requirement Disclosure The Investment Manager believes that investments that meet the Company s objectives are often found in companies undergoing significant changes in strategy, capital structure, corporate governance, management, legal exposure, corporate form, shareholder composition and control, liquidity and financial condition, and in companies that are affected by external changes in the economic and political environment, including changes in the relevant tax code. The Investment Manager believes that investment opportunities that meet the Company s objectives may at times occur in distressed securities, companies in or exiting bankruptcy, spin-offs, rights offerings, liquidations, companies for which litigation is a major asset or liability, misunderstood large capitalisation companies, under-followed small and midcapitalisation companies, and other special situations. While the Investment Manager is comfortable making investments in a wide range of industries and asset classes, it generally prefers investments in simple businesses or assets that generate cash flow streams that can be estimated within a reasonable range over the long term. The Investment Manager is willing to accept a high degree of situational, legal, and/or capital structure complexity in the Company s investments if it believes that the resulting complexity allows for a bargain purchase. The Investment Manager generally seeks to make investments in three broad categories of opportunities: (1) great businesses at fair prices, where a great business is generally understood by the Investment Manager as one which generates relatively predictable, growing, free cash flows, (2) good businesses or assets at significantly cheap prices often with a catalyst to realise value, and (3) mispriced probabilistic investments where the Investment Manager believes that the market price of a security or other investment under- or over-estimates the probability of a favourable outcome of a legal decision, contract or patent award or a change in interest rates, exchange rates or commodity prices, or such other event that is expected to lead to a significant change in the valuation of such security or investment. In certain situations, if the Investment Manager believes the commitment of time, energy and capital is justified in light of the potential for reward, the Investment Manager may seek to be a catalyst to realise value from an investment by taking an active role in effectuating corporate change, either working alone or in conjunction with other investors. These activist techniques may include working with management or other more aggressive steps such as acquiring substantial publicly disclosed stakes in issuers, proposing a restructuring, recapitalisation, sale, or other change in strategic direction, seeking potential acquirers, engaging in proxy contests, making tender offers, changing management and other related activities. The Investment Manager believes that these activist techniques can both accelerate and maximise the realisation of value from an investment. The Investment Manager also seeks short sale investments that offer absolute return opportunities. In addition, the Investment Manager may short individual securities to hedge or reduce the Company s long exposures. 7

10 Section B Issuer Element Disclosure requirement Disclosure In order to mitigate market-related downside risk, the Company may acquire put options, short market indices, baskets of securities and/or purchase credit-default swaps, but the Investment Manager is not committed to maintaining market hedges at any time. In seeking to achieve the Company s objective, the Investment Manager may use any investment strategy, long or short, in the global marketplace that it believes will enhance overall performance. There are no restrictions on the securities or other financial instruments that may be used by the Company. The Company is authorised and is expected to invest in long and short positions in equity or debt securities of U.S. and non-u.s. issuers (including securities convertible into equity or debt securities); distressed securities, rights, options and warrants; bonds, notes and equity and debt indices; swaps (including equity, foreign exchange, interest rate, commodity and credit-default swaps), swaptions, and other derivatives; instruments such as futures contracts, foreign currency, forward contracts on stock indices and structured equity or fixed-income products (including without limitation, asset-backed securities, mortgage-backed securities, mezzanine loans, commercial loans, mortgages and bank debt); exchangetraded funds; and any other financial instruments that the Investment Manager believes will achieve the Company s investment objective. The Company s investments may include both publicly traded and privately placed securities of public issuers, as well as publicly traded securities of private issuers. The Company also may invest in securities sold pursuant to initial public offerings. Investments in options on financial indices may be used to establish or increase long or short positions or to hedge the Company s investments. The Investment Manager has no overarching strategy or asset allocation model that specifies what percentage of the portfolio should be invested in each investment category. Rather, cash, cash equivalents, and/or U.S. Treasuries are generally the default investment choices until the Investment Manager identifies new opportunities. The Company s allocation among different investment categories is a function of their potential risk and reward compared with available opportunities in the marketplace. Accordingly, the Company may hold significant cash balances on an ongoing basis. The Company will not make an initial investment in the equity of companies whose securities are not publicly traded (i.e. private equity) but, as described above, may invest in privately placed securities of public issuers and publicly traded securities of private issuers. Notwithstanding the foregoing, it is possible that, in limited circumstances, public companies in which the Company has invested may later be taken private and the Company may make additional investments in the equity or debt of such companies. The Company may make investments in the debt securities of a private company, provided that there is an observable market price for such debt securities. 8

11 Section B Issuer Element Disclosure requirement Disclosure Diversification As part of the Company s investment programme, the Investment Manager intends to concentrate the Company s assets in a relatively limited number of investments because the Investment Manager believes that (i) there are a limited number of attractive investments available in the marketplace at any one time, and (ii) investing in a relatively modest number of attractive investments about which it has detailed knowledge provides a better opportunity to deliver superior risk-adjusted returns when compared with a large diversified portfolio of investments it can know less well. As a result, the Investment Manager intends to invest the substantial majority of the Company s capital in typically 8 to 12 core investments. Leverage The Investment Manager generally does not believe in the use of a material amount of margin leverage because of the potential risk of forced sales at inferior prices in the event of short-term declines in security prices in a margined portfolio. In certain circumstances, the Company may access the bond market and obtain other forms of financing, including, without limitations, margin loans. The Company may also use derivatives, including equity options, in order to obtain security-specific non-recourse leverage in an effort to reduce the capital commitment to a specific investment, while potentially enhancing the returns on the capital invested in that investment. Furthermore, the Company may use derivatives, such as equity and credit derivatives and put options, to achieve a synthetic short position in a company without exposing the Company to some of the typical risks of short selling, which include the possibility of unlimited losses and the risks associated with maintaining a stock borrow. In addition, the Company, from time to time, enters into total return swaps, which are equity derivatives with inherent recourse leverage. The Company generally does not use total return swaps to obtain leverage, but, rather, to manage regulatory, tax, legal or other issues. Investment Restrictions So long as the Company relies on certain exemptions from investment company status under the Investment Company Act, the Company will not purchase more than 3 per cent. of the outstanding voting securities of any SEC-registered investment company. Material Changes to the Investment Policy Any material change to the Company s investment policy will require a 75 per cent. vote (by voting power) of the holders of all voting shares represented at a shareholder meeting, together with a majority vote (by voting power) of the holders of the Public Shares represented at the meeting. 9

12 Section B Issuer Element Disclosure requirement Disclosure B35 Borrowing limits The Board has adopted a policy pursuant to which the borrowing ratio of the Company, defined for this purpose as the ratio of the aggregate principal amount of all borrowed money (including margin loans) to total assets (pursuant to the latest available annual or interim financial statements of the Company) shall in no event exceed 50 per cent. at the time of incurrence of any borrowing or drawdown. The Board may amend the Company s borrowing policy from time to time, although the Board may not increase or decrease the Company s maximum borrowing ratio without the prior consent of the Investment Manager. This borrowing policy does not apply to and does not limit the leverage inherent in the use of derivative instruments. As of the date of this Prospectus, the Company does not have any borrowed money or outstanding financial indebtedness or any outstanding mortgages, charges or security interests over or attaching to any of its assets. B36 Regulatory status The Company currently operates as a registered open-ended investment scheme regulated under the Protection of Investors Law and the 2008 Rules, but the GFSC has approved the conversion of the Company into a registered closed-ended investment scheme under the Protection of Investors Law and the 2008 Rules subject to completion of the normal registration procedure and the Placing. The Company expects the conversion to be effective upon the Settlement Date without the need for shareholder approval. The Company is not regulated by the AFM. B37 Typical investors An investment in the Placing Shares is suitable only for investors who are capable of evaluating the merits and risks of such an investment, who understand the potential risk of capital loss and that there may be limited liquidity in the Public Shares, for whom an investment in the Public Shares constitutes part of a diversified investment portfolio, who fully understand and are willing to assume the risks involved in investing in the Company and who have sufficient resources to be able to bear losses (which may equal the whole amount invested) that may result from such an investment. Accordingly, typical investors in the Company are expected to be experienced investors, institutional investors, high net worth investors, those investors who have taken appropriate professional advice and understand the risks involved in investing in the Company and, if in the EEA, qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive and, to the extent the Company markets the Placing Shares in any jurisdiction in the EEA in reliance on the national private placement provisions of the AIFM Directive, professional investors within the meaning of Article 4(1)(ag) of the AIFM Directive. Investors may want to consult their stockbroker, fund manager, solicitor, accountant or other independent financial adviser before making an investment in the Company. 10

13 Section B Issuer Element Disclosure requirement Disclosure B38 Investment of As of 30 June 2014, the Company s investment in Allergan, Inc. ( AGN ) 20 per cent. or (through PS Fund 1) represented 36.7 per cent. of the NAV of the more in single Company. It is expected that this percentage will be lower after the underlying asset Placing. According to its annual report dated 25 February 2014, AGN, a or investment Delaware corporation, is a multi-specialty health care company with company approximately 11,400 employees, global marketing and sales capabilities with a presence in more than 100 countries, with a portfolio of pharmaceuticals, biologics, medical devices and over-the-counter consumer products. AGN is listed on the NYSE under the symbol AGN. AGN s principal office is located at 2525 Dupont Drive, Irvine, California, B39 Investment of Not applicable. The Company does not have an investment of 40 per cent. 40 per cent. or or more of its gross assets in any single underlying asset or investment more in single company. underlying asset or investment company B40 Applicant s service Investment Manager providers Management Fee Pursuant to the Investment Management Agreement, the Investment Manager will earn a management fee (the Management Fee ) payable in advance each quarter (on the first business day of such quarter) in an amount equal to per cent. (1.5 per cent. per annum) of the net assets (before any accrued performance fee) attributable to Fee-Paying Shares (also referred to as the Fee-Paying Assets in this Prospectus). Prior to the Settlement Date, the Fee-Paying Shares of the Company comprise the Existing Shares, and immediately following the Settlement Date, will comprise the Public Shares and the B Shares. The Management Shares are not Fee-Paying Shares (see further the paragraph below headed Management Shares ). On the Settlement Date, the Investment Manager will receive a Management Fee in respect of the remainder of the financial quarter in which the Settlement Date falls on the Public Shares then being issued, whether for cash or by conversion, net of any unearned portion of the Management Fee previously paid in respect of that financial quarter on the Existing Shares then converting into Public Shares. The Management Fee payable on the Settlement Date will be based on the initial NAV of the Company attributable to the Public Shares. In consideration for the Management Fee, the Investment Manager renders investment management or certain other services to the Company and bears related overhead and administrative expenses (such as employment expenses, office expenses or certain insurance expenses). Shareholders should note that the Management Fee in respect of any quarter to which it relates may exceed the expenses borne by the Investment Manager in such quarter. 11

14 Section B Issuer Element Disclosure requirement Disclosure Variable Performance Fee The Investment Manager traditionally earns a performance fee, or incentive allocation, of 20 per cent. of the gains attributable to the fee-paying shares or interests of the funds it manages (the 20 per cent. Performance Fee ). In particular, the Investment Manager, or one of its affiliates, acts as the investment manager for Pershing Square, L.P., and Pershing Square II, L.P., two Delaware limited partnerships launched in January 2004 and 2005, respectively (collectively, the Pershing Square Partnerships ), as well as Pershing Square International, Ltd., a Cayman Islands exempted company launched in January 2005 ( Pershing Square International ). The Pershing Square Partnerships and Pershing Square International are together referred to as the Affiliated Funds in this Prospectus. Under the Investment Management Agreement the Investment Manager has entered into with the Company, the Investment Manager has agreed to a significant reduction in the 20 per cent. Performance Fee so as to offer enhanced economics to the Shareholders. From the inception of the Company, the Investment Manager has earned (and will earn until the Settlement Date) a performance fee of 16 per cent. of the gains attributable to the Fee-Paying Shares of the Company (the 16 per cent. Performance Fee ), which itself represents a fixed one-fifth reduction from the 20 per cent. Performance Fee. From the Settlement Date, the performance fee earned by the Investment Manager on the Fee-Paying Shares of the Company may be still further reduced as described below (as so reduced, the Variable Performance Fee ). The Variable Performance Fee that will be earned by the Investment Manager from the Settlement Date will be equal to (i) the 16 per cent. Performance Fee minus (ii) the Additional Reduction. The Additional Reduction is equal to 20 per cent. of the U.S. Dollar value of the aggregate performance fees or incentive allocation the Investment Manager and its Affiliates earn in respect of the same calculation period on the gains of the Other Funds (as defined below). Other Funds include the Affiliated Funds and other current and future funds the Investment Manager or any of its Affiliates manages from time to time, including funds that are co-investment vehicles established for purposes of investing in public equities, but excluding any publicly listed U.S. funds, any private real estate or private equity funds or any funds the inclusion of the performance fees or incentive allocation of which could, in the sole discretion of the Investment Manager, result in adverse legal, tax or regulatory consequences for such other funds, the Company, the Investment Manager and/or any Affiliates of the foregoing. As of the date of this Prospectus, the Other Funds comprise the Affiliated Funds and the PSV Funds. 12

15 Section B Issuer Element Disclosure requirement Disclosure Accordingly, the maximum performance fee on the Public Shares will be 16 per cent. of the gains attributable to the Public Shares, and may, depending upon the dollar value of the performance fees or incentive allocation earned by the Investment Manager and its Affiliates on the gains of the Other Funds, be lower. As of 30 June 2014, the Other Funds had $9.9 billion of Fee-Paying Assets (this amount includes the $459 million of Fee-Paying Assets of the PSV Funds, which are subject to scaled 5, 10 and 15 per cent. performance fees that are not payable before the earlier of the full or partial realisation of the PSV Funds investments and July 2016) and aggregate accrued performance fee and incentive allocation of $451 million (this amount includes the $10 million of accrued performance fees with respect to the PSV Funds described above). The Company believes that the Additional Reduction represents a clear and distinguishing feature from most other publicly listed funds and has the potential to meaningfully improve NAV per share performance and thereby add value to the Company and holders of Public Shares. In effect, as a result of the formulation of the Variable Performance Fee, holders of Public Shares will, in addition to participating in gains on the Company s assets, benefit from both a fixed one-fifth reduction in the performance fees traditionally earned by the Investment Manager and potential additional reductions the amount of which depends on the performance fees and incentive allocations the Investment Manager and its Affiliates earn from the Other Funds. The Variable Performance Fee for any period cannot be less than zero, but any negative amount that would result, but for this restriction, from the Additional Reduction will be carried forward and be available to reduce the Variable Performance Fee for any future period. In the event that any such carried-forward amount is still available after offsetting any performance fee crystallising upon the dissolution of the Company or the termination of the Investment Management Agreement (including as a result of the termination of the Investment Management Agreement by the Board with the required shareholder approval), such amount will be forfeited and neither the Company nor any shareholder will be entitled to any payment in respect thereof. Realised and Unrealised Gains For purposes of the performance fee calculation, gains refer to the net realised and unrealised increase (if any) in the NAV attributable to relevant Fee-Paying Shares (calculated before giving effect to the Variable Performance Fee and the Offset Amount (as defined below) above the high water mark applicable to such shares, that in each case have accrued at the relevant Crystallisation Event (as defined below). Crystallisation Events A crystallisation event is an event upon which the performance fee, if earned, is payable (a Crystallisation Event ). The consummation of the Placing will be a Crystallisation Event for payment of the 16 per cent. Performance Fee on the Existing Shares. Following the Settlement Date, there will be a Crystallisation Event in the Company on 31 December of each year. The termination of the Investment Management Agreement at any time or the dissolution of the Company will also be Crystallisation Events. 13

16 Section B Issuer Element Disclosure requirement Disclosure High Water Marks A high water mark is the highest NAV attributable to a class or series of Fee-Paying Shares (including the Public Shares) at the end of any period (typically, each 31 December and any other Crystallisation Event) for which the performance fee is paid (or would be paid without taking into account the Additional Reduction) to the Investment Manager. The initial high water mark of the Public Shares is equal to the high water mark upon Placing of the series of Existing Shares issued on the Initial Closing Date (the Reference Series ) after giving effect to any performance fee crystallising in respect of the Reference Series as a result of the Placing. The high water marks of the Public Shares set at the end of any period following the Placing will be calculated after the NAV per Public Share is reduced by (i) the Management Fee, (ii) the Variable Performance Fee and (iii) the Offset Amount, in each case accruing at, or before, the relevant Crystallisation Event. Management Shares The Investment Manager may determine to waive, reduce or calculate differently the Management Fee or the Variable Performance Fee with respect to shares issued to certain shareholders, including the Investment Manager itself and certain members, partners, officers, managers, employees or Affiliates of the Investment Manager or certain other shareholders. Such shares are referred to as Management Shares in this Prospectus and will form a separate class of shares. Management Shares can be issued in different series. From 31 December 2012 to the date of this Prospectus, the Company has issued one series of Management Shares comprising 52, shares, on which no performance fee or management fee is payable. The Company does not expect that the Management Shares will be admitted to trading on Euronext Amsterdam or elsewhere. After the Settlement Date, holders of Management Shares will, however, be entitled to convert those shares into Public Shares on a NAV-for-NAV basis. In addition, pursuant to the Investment Management Agreement, the Investment Manager will have the right to exchange Management Shares for any Public Shares it holds from time to time or vice versa. Administration The Company has retained Elysium Fund Management Limited to serve as Administrator and Morgan Stanley Fund Services (Bermuda) Ltd. to serve as Sub-Administrator under the Administration and Sub-Administration Agreement. For the provision of their respective services, the Administrator and Sub-Administrator are entitled to receive annual fees linked to the NAV of the Company. The AIFM Directive Services Provider The Company has appointed Morgan Stanley Fund Services (Bermuda) Ltd. (the AIFMD Services Provider ) to provide certain services that relate to duties of a depositary under the AIFM Directive, in exchange for an annual fee as may be agreed with the Company from time to time. 14

17 Section B Issuer Element Disclosure requirement Disclosure Audit Ernst & Young LLP will provide audit services to the Company. The annual report and accounts will be prepared in compliance with IFRS. For so long as it is required to do so pursuant to its U.S. regulatory obligations, the Company will also issue a reconciliation of its audited annual report and accounts to U.S. Generally Accepted Accounting Principles ( U.S. GAAP ). Since the fees charged by the auditor will depend on the services provided and the time spent by the auditor on the affairs of the Company, there is therefore no maximum amount payable under the auditor s engagement letter. The auditor is subject to appointment or re-appointment at each annual meeting of the shareholders. VoteCo Under the VoteCo Support and Lock-up Agreement, the Company will provide VoteCo with funds from time to time so that VoteCo is able to meet its obligations as they fall due, to pay all of its expenses, including the fees of the directors of VoteCo and the fees of all advisers engaged by the directors of VoteCo and premiums for directors and officers insurance, and, subject to the Guernsey Companies Law, to indemnify the directors of VoteCo in respect of all liability that they may incur in their capacity as directors of VoteCo. The Company will also cover the expenses of the trustee (Virtus Trust Limited) and the enforcer (Fides Corporate Service Limited), from time to time, of PS Holdings Independent Trust. For the year ended 31 December 2013, the aggregate fees and expenses paid by the Company in respect of VoteCo and the owner trust were $122, Excess Share Provision Trusts In order to give effect to the excess share provisions, the Company has established two trusts, PS Holdings Excess Share Trust One ( Excess Share Trust One ) and PS Holdings Excess Share Trust Two ( Excess Share Trust Two ). For each trust, Trident Trust Company (4 th Floor West Wing, Trafalgar Court, Admiral Park, St. Peter Port, Guernsey, GY1 2JA) acts as original trustee and Albany Trustee Company Limited (P.O. Box 232, Newport House, 15 The Grange, St. Peter Port, Guernsey GY1 4LA) acts as enforcer. The Company entered into a deed of support on 21 December 2012 to ensure the proper functioning of the trusts (the Excess Share Trust Deed of Support ). For the year ended 31 December 2013, the aggregate fees and expenses paid by the Company in respect of Excess Share Trust One and Excess Share Trust Two were $54, B41 Regulatory status Investment Manager of investment The Investment Manager is registered with the SEC as an investment manager and adviser under the U.S. Investment Advisers Act of 1940, as amended (the custodian U.S. Advisers Act ), and is currently a member of the National Futures Association (the NFA ) and is registered with the CFTC as a commodity pool operator (a CPO ). 15

18 Section B Issuer Element Disclosure requirement Disclosure Custodians Each of Goldman, Sachs & Co. ( Goldman Sachs ) and UBS Securities LLC ( UBS ) has been appointed as prime broker and custodian to the Company and is regulated by FINRA and registered with the SEC. The Company s assets are currently held and may in the future be held in one or more accounts maintained for the Company by other custodians. B42 Calculation of Net The Company expects that NAV per Public Share will be calculated and Asset Value reported in U.S. Dollars by way of a press release and on the Company s website at: weekly and monthly. In addition, the Company s NAV per Public Share will be calculated as of the last Business Day of each calendar quarter, and will be reported in U.S. Dollars to Shareholders at the time of publication by the Company of its half-yearly and annual financial results and (for so long as the Company publishes interim management statements) at the time of publication by the Company of its interim management statements, in each case through a press release and on the Company s website. Except as required by applicable law or regulation, each of the Company, the Investment Manager, the Administrator and the Sub-Administrator expressly disclaims any obligations to update or revise any NAV calculations or estimates to reflect any change in expectations, new information, subsequent events or otherwise. B43 Cross liability Not applicable. The Company is not an umbrella collective investment undertaking. B44 No financial Not applicable. The Company s historical financial information as of and statements have for the six-month periods ended 30 June 2014 and 2013 is unaudited and been made up historical financial information as of and for the year ended 31 December 2013 and the period ended 31 December 2012 is audited. The Company s historical financial information is set out in Part VIII: Accountants Report and Historical Financial Information of this Prospectus. 16

19 Section B Issuer Element Disclosure requirement Disclosure B45 Portfolio The table below presents, as of 30 June 2014, the fair value of each of the portfolio holdings of the (i) Company and (ii) the Company and the Affiliated Funds aggregated, that either (x) represented 5 per cent. or more of the NAV of the Company at such date or (y) have previously been publicly disclosed in the Investment Manager s regulatory filings. In each case, the fair value of net long and net short positions is presented after accounting for all types of investments (e.g., stock, swaps, options, warrants) held with respect to the underlying investment. The Company and The Company Affiliated Funds Portfolio holdings as of Fair Value Fair Value Fair Value Fair Value 30 June 2014 $ million (1) as % of NAV $ million (1) as % of NAV Cash (including cash due from/to Brokers) , Long positions Allergan, Inc. (4)... 1, , Canadian Pacific Railway Limited , Air Products & Chemicals Inc. (5) , The Howard Hughes Corporation Burger King Worldwide, Inc , Platform Specialty Products Corporation Fannie Mae Freddie Mac Aggregate other long positions (2) Subtotal... 2, , Short positions Herbalife Ltd. (3)... (137.1) (4.8) (632.9) (5.0) Aggregate other short positions (2)... (12.7) (0.4) (59.7) (0.5) Subtotal... (149.8) (5.2) (692.6) (5.5) Total Value... 3, , (1) Fair value of securities. Fair value may not represent the full economic exposure of the Company and the Affiliated Funds with respect to a particular investment due to the use of derivatives which increase or offset the Company s and the Affiliated Funds total economic exposure. (2) Comprises holdings (including equity and derivatives) having an aggregate fair value of less than 5 per cent. of NAV each and that have not been publicly disclosed by the Investment Manager. (3) As of 30 June 2014 (i) the Company held an aggregate short position in Herbalife Ltd. shares of $180.2 million (which was partially offset, for accounting purposes only, by long put options with an aggregate fair value of $43.1 million, which are recognised as an asset on the balance sheet of the Company under IFRS even though they represent short exposure to Herbalife, Ltd.) and (ii) the Company and the Affiliated Funds together held an aggregate short position in Herbalife Ltd. shares of $831.7 million (which was partially offset, for accounting purposes only, by long put options with an aggregate fair value of $198.8 million). (4) The Company s investment in Allergan, Inc. is held through PS Fund 1. (5) The Company s investment in Air Products & Chemicals Inc. is held directly by the Company and the Affiliated Funds and through the PSV Funds. 17

20 Section B Issuer Element Disclosure requirement Disclosure B46 Net Asset Value As of 30 September 2014 (being the latest practicable date prior to the date of this Prospectus), the unaudited NAV per Existing Share (after giving effect to the consolidation of all outstanding series into the Reference Series and stock split) was $25. Element Disclosure requirement Disclosure Section C Securities C1 Type and class of The number of Placing Shares to be issued under the Placing is securities being 109,090,909 at an Issue Price of $25 per Placing Share (assuming no offered and/or exercise of the Option (as described below)). admitted to Application has been made for the Public Shares to be admitted to listing trading, including and trading on Euronext Amsterdam. It is expected that Admission will any security become effective and that unconditional dealings in the Public Shares will identification commence at 9.00 a.m. on 13 October number The trading symbol of the Public Shares is PSH and their ISIN number is GG00BPFJTF46. C2 Currency The currency of the Public Shares is U.S. Dollars. C3 Number of As of 30 September 2014 (being the latest practicable date prior to the securities in issue date of this Prospectus), the Company s issued and fully paid up share capital consisted of 121,753,991 Existing Shares (after giving effect to the consolidation of all outstanding series into the Reference Series and stock split), 100 VoteCo Shares and 3,357,849 Management Shares (after giving effect to the stock split). On and following the consummation of the Settlement Date, the share capital of the Company will be represented by an unlimited number of (a) Public Shares, (b) B Shares, (c) Management Shares, (d) Preferred Shares (if any) and (e) such other shares, classes of shares or series as determined by the Board. C4 Description of the Distributions rights attaching to Although the Board does not expect to declare any dividends the securities (see C7 below), subject to compliance with the solvency test as set out in the Guernsey Companies Law and the prior consent of the Investment Manager, the Board may at any time declare and pay dividends (or interim dividends) as appear to be justified by the position of the Company. No dividend shall be paid in excess of the amounts permitted by the Guernsey Companies Law or approved by the Board and the Investment Manager. All unclaimed dividends may be invested or otherwise used by the Board for the benefit of the Company until claimed and the Company will not be constituted a trustee in respect thereof. No dividend will bear interest against the Company. Any dividend unclaimed after a period of six years from the date of declaration of such dividend will be forfeited and revert to the Company. Before recommending any dividend, the Board is empowered to create reserves (out of profits or otherwise) that will be applicable for any purpose to which such reserves may properly be applied and, pending such application, may either be employed in the business of the Company or be invested. The Board may also carry forward any profits. 18