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English to Arabic: Man MGS Access Series 2 Ltd General field: Bus/Financial Detailed field: Investment / Securities
Source text - English Man MGS Access Series 2 Ltd
Charges and fees
Management and incentive fees
Management fees will be charged and calculated at a rate of up to one-quarter of 1% per
month (approximately 3% per annum) of the investment exposure (see the section entitled
‘Investment exposure’) allocated to each Investment Strategy (i.e. the amount allocated from
each Trading Subsidiary directly or indirectly to each Investment Strategy by the Investment
Manager from time to time).
A monthly incentive fee of up to 20% will also be charged based on the net increase in value
attributable to each such Investment Strategy. In some cases, incentive fees may only be
payable if the net increase in value exceeds a target or hurdle rate of return or exceeds a
previously attained value for such Investment Strategy. Incentive fees may also be charged
prior to the deduction of certain fees and expenses. Management fees and incentive fees will
be calculated separately for each Investment Strategy and without set-off or averaging
between Investment Strategies.
All or a portion of these fees may be received by Man Investments or its affiliates.
Other fees and expenses
In implementing the Investment Strategies, allocations will be made by a number of methods,
such as by investments in other investment funds, via managed accounts or to underlying
investment advisers. Accordingly, further fees and expenses are likely to be incurred at the level
of such other investment funds, managed accounts and/or underlying investment advisers and
the relevant Trading Subsidiary will participate in proportion to such investments in all fees and
expenses charged in relation to those investments. Further details of these fees are generally
contained in the relevant prospectus or offering document. However, no further management
or incentive fees shall be payable beyond those described above.
The Company bears, directly or indirectly, and debits from the Bond Accounts on a pro rata
basis:
(a) all costs and brokerage commissions associated with trading transactions which will include
an introducing broker fee, payable to the Introducing Broker for an amount of up to 1% per
annum of the investment exposure to certain Investment Strategies, interest on financing and
fees in respect thereof (as further described below in relation to the Financing Arrangements),
Bermuda annual company registration government fees of the Company and the Trading
Subsidiaries, the fees and expenses of the Auditors and of the legal advisers to the Company
and the Trading Subsidiaries, the USD 5,000 per annum dividend payable (in aggregate) to the
holder of the ordinary shares, the costs of Euroclear and Clearstream in respect of the
registration and maintenance of the Bonds in their systems (including delivery and any
associated financing costs), the costs of obtaining and maintaining a listing (if applicable), the
cost of printing and distributing periodic and annual reports and statements and all other
operating expenses; and
(b) the fees and expenses of service providers to which it has delegated particular functions,
including those of the Registrar, the Valuations Agent (as further described below) and the
Settlement Agent and the Paying Agent.
The Company will be required to pay a valuation fee of 0.15% per annum of the Net Asset
Value of the Bonds to, and reimburse the expenses of, the Valuations Agent. The Company will
also be required to pay a custody fee of USD 5,000 per annum to, and reimburse the expenses
of, the Security Custodian.
Any Leverage under the Financing Arrangements is likely to bear interest at the rate of LIBOR
plus a margin (such margin is likely to be subject to change, but is not expected to exceed 2%)
payable quarterly in arrears, calculated on the principal amount of the Leverage outstanding
under the Financing Arrangements.
An arrangement fee is likely to be payable by the Trading Subsidiaries in respect of the
Leverage after the close of the Offer Period and, if renewed, the Leverage under the Financing
Arrangements is likely to be subject to an annual renewal fee.
The Directors reserve the right to charge all or any of their reasonable fees and expenses to the
Company and the Trading Subsidiaries (as appropriate) and to effect payment by debiting the
Bond Accounts accordingly. The Directors (other than the Directors who are employed by Man
Investments) shall each receive an annual fee of up to USD 5,000. The Directors may also
receive other fees and be reimbursed for out-of-pocket expenses, including those in relation to
attendance at meetings.
The preliminary expenses incurred in connection with the issue of the Bonds, including
formation of the Trading Subsidiaries, the costs of delivery transactions in Euroclear and
Clearstream, the costs of obtaining a listing (if applicable), costs relating to the printing and
distribution of this Prospectus and related marketing material, legal costs of the Company and
the Trading Subsidiaries, Man Investments and the Bank, which are not expected to exceed
the higher of USD 500,000 and 0.75% of the aggregate Face Value of the Bonds issued, will be
paid by the Company and/or the Trading Subsidiaries. Such expenses will be amortised during
the first three years after the Issue Date and will be debited from the Bond Accounts on a pro
rata basis.
The Company shall pay the Bank a guarantee commission at the rate of 0.20% per annum on a
30/360 basis calculated by reference to the aggregate Guarantee Liability with respect to
each Class from time to time accruing from the Issue Date and payable quarterly in arrears. If
any part of the aggregate Guarantee Liability (with respect to each Class) is not secured by
the relevant Security Fund (which is not currently intended by the Directors), and which would
require the prior written consent of the Bank in its discretion, the Company may also pay the
Bank a commission to be agreed between the Company and the Bank in respect of that part.
The Company has also granted the Bank indemnities (in respect of each Class) in respect of
certain increases in the cost of providing the Guarantees and certain other miscellaneous
expenses (including legal fees up to GBP 50,000 incurred by the Bank in connection with the
provision of the Guarantees).
There will be a finance structuring fee of 0.20% of the aggregate Face Value of the USD-Class
Bonds and/or the EUR-Class Bonds, payable to the Bank in full if it is mandated to provide
Financing Arrangements to one or both of the Trading Subsidiaries.
There will be a risk transfer and management fee of one-twelfth of 1% per month
(approximately 1% per annum) of the Net Asset Value of each Class and a liquidity and
administration fee of one-twelfth of 0.375% per month (approximately 0.375% per annum) of
the Net Asset Value of each Class, both payable to Man Investments. Both fees are calculated
and payable monthly in arrears.
In connection with the procurement of the uncommitted dealing arrangements more
particularly described in the section entitled ‘Valuation’, the Trading Subsidiaries shall pay a fee
to Man Investments of 0.05% per annum of the investment exposure of each Trading Subsidiary.
In respect of the charges and fees payable by the Company and/or the Trading Subsidiaries,
please refer to the section entitled ‘Risk factors’.
Risk factors
Investment in the Company is subject to certain risk factors. Investors should carefully consider
the risks associated with acquiring and holding the Bonds. The following list of risk factors may
not provide a complete explanation of the risks associated with acquiring and holding the
Bonds. As the investment styles to which the Company has, directly or indirectly, an exposure
evolve, an investment in the Company may become subject to risks not described in this
section.
1. Suitability for investment
(a) The Bonds may not be a suitable investment for all prospective investors. An investment in
the Company is suitable only for investors who are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to bear any losses which may
result from such an investment. All applicants should carefully consider the investment
objective of the Company as set out in the section entitled ‘Executive summary’. There is no
guarantee and there can be no assurance that the Company’s investment objective will be
achieved.
(b) The Investment Manager, Marketing Adviser, Broker, Introducing Broker, legal counsel,
accountants and other service providers who provide advice and other services to the
Company and the Trading Subsidiaries are accountable to the Company and the Trading
Subsidiaries only and not to the Bondholders themselves.
(c) Prospective investors should carefully review and evaluate the risks and the other
information contained in this Prospectus before making a decision to invest in the Company.
Prospective investors should also seek their own personal financial advice from their
independent financial advisers prior to making an investment.
2. Target annual returns and volatilities
(a) The annualised return and volatility targets set out in the investment objective of the
Company have been calculated based on various analytical models produced by the
Investment Manager. To the extent that simulated performance does not reflect future
performance, or to the extent that such models (or the assumptions underlying them) prove to
be incorrect, the Company may not be able to achieve its target returns nor the volatility
targets.
(b) Failure by the Company, in one or more years, to achieve its annualised return and volatility
targets, would make it more difficult for the Company to achieve its investment objective of
delivering substantial medium-term capital growth for commensurate levels of volatility over
the life of the relevant Class of Bonds.
3. Investment in the Bonds
(a) Each applicant must decide the amount to invest in Bonds taking into consideration the risk
factors described in this section and the terms and conditions described in this Prospectus and
the Application Form. It should be borne in mind that the risk involved in this type of investment
is greater than that normally associated with other types of investment, as the investments in
which the Trading Subsidiaries propose to invest through some of the Investment Strategies can
be subject to sudden, unexpected and substantial price movements. Consequently, the
trading of such investments can lead to substantial losses as well as gains in the Net Asset Value
per Bond within a short period of time. Although the Bonds have the benefit of a Guarantee
provided by the Bank, investors should understand that only Bonds that are outstanding on the
Maturity Date and that have not been redeemed prior to the Maturity Date will have the
benefit of the relevant Guarantee in respect of repayment of their Guaranteed Amount.
Accordingly, an investment in Bonds should be made only by those persons who could afford
to sustain a loss in such an investment.
(b) Bondholders’ return on each Class (by way of any redemption payments or their
equivalent) will be determined by reference to any cumulative net gains or losses (if any)
arising from the diversified investment activities of the relevant Trading Subsidiary conducted
on behalf of the Company and any appreciation earned in relation to the relevant Security
Fund. The difference at any one time between the price paid for a Bond (i.e. its Face Value)
and the price at which a Bond may be redeemed (i.e. the Net Asset Value per Bond less any
applicable redemption fee) means that investment in the Bonds should be viewed as, at least,
a medium-term investment.
(c) Market conditions are continually changing and the fact that any Investment Adviser or
Investment Strategy happened to be successful in the past may largely be irrelevant to its
prospects for future profitability. Past results are not necessarily indicative of future
performance. No assurance can be given that profits will be achieved or that substantial losses
will not be incurred.
(d) Bondholders will need to submit a written notice of redemption by no later than the 15th
day of the calendar month preceding the Dealing Day on which any redemption is intended
to be made. There is currently no secondary market for the Bonds. Bondholders will, therefore,
not know in advance of giving the notice of redemption the price at which the Bonds
comprising that redemption notice will be redeemed. In the period after the notice of
redemption has been given, and before the relevant Dealing Day, the underlying Net Asset
Value of each Bond, and therefore the redemption price which will be payable to the
Bondholder, may change substantially due to market movements. Bondholders are not entitled
to withdraw a request for redemption unless the Directors otherwise determine or unless a
suspension of valuations has been declared on the terms set out in this Prospectus.
(e) Any redemption of Bonds will have the effect of decreasing the assets of the Company,
thereby increasing the costs attributable to those Bonds which remain outstanding.
(f) As described in sections 4 and 5 of Appendix 3 to this Prospectus, in various circumstances
the redemption of Bonds may be suspended, including where the determination of the Net
Asset Value has been suspended. The Directors may also scale back redemptions, may
suspend payment of redemption proceeds due to circumstances occurring after the relevant
Dealing Day but before payment is made, and may determine that the timing of a Dealing
Day or Dealing Days is changed. Constraints on redemptions may arise from the Investment
Strategies themselves, which may frequently involve allocations to underlying assets which are
illiquid or which have longer than monthly redemption periods. Also, the Investment Manager
may have made allocations to the same underlying assets not just on behalf of the Trading
Subsidiaries but also on behalf of a number of other clients which may need to liquidate
underlying assets at the same time as the Trading Subsidiaries. While the Investment Manager
monitors liquidity, and may use liquidity facilities and uncommitted dealing arrangements to
reduce the risk of liquidity constraints, there can be no assurance that the Company will be
able to meet redemption requests, especially as some of the circumstances in which
redemptions would be suspended are entirely outside the control of the Company and the
Investment Manager.
(g) Should a DVP transaction fail to settle for some reason, the Directors shall at their discretion
be entitled to cancel the relevant DVP Bonds issued in relation to such transaction.
4. Overall investment approach
(a) The return on the Bonds may vary significantly over the life of the Bonds, and may decrease
as well as increase, depending upon net profits and investment gains. The Company makes no
representation as to any return that a Bondholder will achieve on the Bonds and there can be
no assurance that information on the Investment Manager, the Investment Advisers or the
investment styles set out in this Prospectus will be in any respect indicative of how the Bonds will
perform (either in terms of profitability or low correlation with other investments) in the future.
(b) Identification and exploitation of the Investment Strategies to be pursued by the Trading
Subsidiaries will involve a high degree of uncertainty. No assurance can be given that the
Investment Manager or any Investment Adviser will be able to locate suitable investment
opportunities in which to deploy all of the allocated assets.
(c) Neither the Company nor the Trading Subsidiaries have operating histories. Part of the
specific investment approach of MGS relies on capturing the strong return potential of early
stage managers. Although the Investment Manager and the Investment Advisers have
operating histories, those histories may be relatively short and the strategies applied may not
previously have been used by an investment company of the same type as the Company.
Accordingly, the specific investment strategy of MGS may result in a portfolio with less historical
indicators than other fund of hedge fund portfolios. Investors should be aware that where there
is an operating history, such history is not necessarily indicative of likely future performance.
(d) Investments by a Trading Subsidiary and a significant proportion of its assets may, directly or
indirectly, be concentrated in the securities of a single issuer or Agency or Investment Strategies
operated by an Investment Adviser. Part of the specific investment approach of MGS relies on
allocating funds to a concentrated portfolio of investment managers. Allocations made by
MGS may result in a significant proportion of assets being concentrated in exposure to a single
or a small number of managers. To the extent it does concentrate in any of these ways, the
overall impact of adverse developments in the business of such issuer, Agency, Investment
Adviser or manager(s) or in relation to the currency in which securities are denominated could
be considerably greater than it would be on other fund of hedge fund portfolios.
(e) The Trading Subsidiaries may, directly or indirectly, make investments in markets that are
volatile and/or which may become illiquid. Accordingly, it may be impossible (in the event of
trading halts or daily price fluctuation limits on the markets traded or otherwise) or expensive for
positions to be liquidated against which the market is moving. Alternatively, it may not be
possible in certain circumstances for a position to be initiated or liquidated promptly (in the
event of insufficient trading activity in the relevant market or otherwise). Accordingly, the
Company’s ability to respond to market movements may be impaired. These risks may be
accentuated where positions are required to be liquidated to meet margin requests, margin
calls, redemption requests or other funding requirements.
(f) Some of the Investment Strategies may include short selling which involves agreeing to sell
securities at a future date although, at the time of such agreement, the securities to be sold
may, or may not, be owned by the seller. The seller may, at times, have to borrow securities of
the same type for delivery to the purchaser, with an obligation on the seller to replace any
such borrowed securities at a later date. Short selling allows the investor to profit from declines
in market prices to the extent such declines exceed the transaction costs and any costs of
borrowing the securities. However, if the borrowed securities must be replaced by purchases at
market prices in order to close out a short position, any appreciation in the price of the
borrowed securities would result in a loss. Purchasing securities to close out a short position can
itself cause the price of the securities to rise further, thereby exacerbating the loss. There can
be no guarantee that securities necessary to cover a short position will be available for
purchase. In addition, in some markets there are rules prohibiting short sales at a price below
the last sale price, which may prevent the short sales from being executed at the most
desirable time.
(g) Investments in derivatives involve significant risks and may result in losses. The prices of
futures contracts and derivative instruments are highly volatile. These prices are influenced by,
among other things, interest rates, implied volatility, dividend yield, changing supply and
demand relationships, trade, fiscal, monetary and exchange control programmes and political
and economic events. Whilst the Investment Manager and the Investment Advisers may seek
to forecast and monitor these influences, there can be no guarantee that the Investment
Manager and the Investment Advisers will forecast and monitor these influences accurately
which could result in losses.
(h) Forward contracts, unlike futures contracts, are not traded on exchanges and are not
standardised. Forward and ‘cash’ trading is substantially unregulated; there is no limitation on
daily price movements and speculative position limits are not applicable. The principals who
deal in the forward markets are not required to continue to make markets in the currencies or
commodities they trade, and these markets can experience periods of illiquidity, sometimes of
significant duration. Disruptions can occur in any market traded due to unusually high trading
volume, political intervention or other factors. Market illiquidity or disruption could result in
losses.
(i) The complex trading systems/programmes which may be operated by certain Investment
Advisers and the speed and volume of transactions invariably results in occasional trades being
executed which, with the benefit of hindsight, were not required by the trading
systems/programmes. Bondholders will receive the benefit or bear the loss resulting from any
unintentional trades conducted in this manner.
(j) The Trading Subsidiaries and the underlying vehicles through which they directly or indirectly
invest may employ certain strategies which depend upon the reliability and accuracy of the
Investment Manager’s or any Investment Adviser’s analytical models. To the extent such
models (or the assumptions underlying them) do not prove to be correct, a Trading Subsidiary’s
investments may not perform as anticipated, which could result in substantial losses.
(k) While the Investment Manager monitors the performance of the Trading Subsidiaries’
investments, the Investment Manager does not control or influence the investment decisions of
any underlying funds or Investment Strategies. Investment decisions in respect of those funds or
Investment Strategies will be made independently by the relevant underlying managers, and
will not take into account the interests of the Trading Subsidiaries, the Company or the
Bondholders. Underlying funds or Investment Strategies may be established in jurisdictions
where there is no regulatory supervision or where regulatory supervision is limited, and may
invest in emerging markets, and in unrated, illiquid, volatile or low-grade assets. There will only
be very limited constraints on the investment techniques that can be employed by the
underlying funds or Investment Strategies.
(l) Subject to the trading performance of the Company and at the Investment Manager’s
discretion, the investment exposure of the EUR-Class Bonds is intended to be increased from an
initial level of between 140% and 150% to an investment exposure of approximately 150% of the
Net Asset Value of that Class. If the trading performance of the Company in respect of the EURClass
Bonds does not allow this level of exposure to be reached then the targeted annualised
returns may not be achieved.
(m) The Net Asset Value of the Bonds will be based in part on valuations which include
estimated values and will be subject to the risk that such estimates and/or the assumptions on
which they are based may not turn out to be accurate and to the operational risks that the
calculations may contain errors.
(n) The Investment Manager manages the risk for the Company and the Trading Subsidiaries by
seeking to ensure that the underlying risk is within predetermined levels. Nevertheless,
Bondholders of each Class should note that in the event of an exceptional decline in the value
of the Trading Capital in respect of that Class to a level insufficient to sustain its normal
diversified investment approach, the Company (through the relevant Trading Subsidiary) may
have to cease trading activities in some or all of the Investment Strategies. In such
circumstances, provided that the Bonds are held to the Maturity Date and subject to the
applicable terms of the relevant Guarantee, the Guarantees will continue to provide the
Bondholders with a guarantee (subject to the applicable terms and conditions) that they will
receive the Guaranteed Amount in respect of each Bond held on the Maturity Date.
(o) Any assets contained in the Security Funds in respect of the Bonds will not be available to
meet trading losses and other liabilities incurred by the Company or by the Trading Subsidiaries
in respect of the relevant Class or otherwise.
(p) Part of the specific investment approach of MGS relies on allowing itself the flexibility to
invest in a variety of strategies, including strategies that may not be contemplated today. As a
result, as the investment styles to which the Company has, directly or indirectly, an exposure
evolve, an investment in the Company may become subject to risks not described in this
section.
5. Fees and transaction costs
(a) The Company and the Trading Subsidiaries are obliged to support significant costs as
disclosed in the section entitled ‘Charges and fees’, including management and incentive fees
and transaction brokerage charges and/or fees under the Guarantees and Financing
Arrangements, and these costs will affect the Net Asset Value of the Bonds and therefore the
ability of the Trading Subsidiaries to generate positive performance. Such fees and transaction
costs are to a substantial degree payable to the Man Group.
(b) The Trading Subsidiaries and the underlying vehicles through which they directly or indirectly
invest, may be engaged in a high level of trading resulting in commensurately higher
brokerage and transaction costs and fees. Typically, high portfolio turnover will result in
correspondingly high brokerage and transaction costs. The exact amount of brokerage and
related transaction costs that will be incurred will depend upon a number of factors including
the nature and frequency of the market opportunities presented, the size of transactions and
the transaction rates in effect from time to time. Such fees and transaction costs are to a
substantial degree payable to the Man Group.
(c) Incentive fees may be calculated and charged separately for each Investment Strategy.
Where reallocations are made between Investment Strategies, the base for the calculation of
the incentive fee will be reset and this may mean that an incentive fee will be payable which
would not have been payable had such reallocation not taken place. Incentive fees may
create an incentive for the Investment Manager and the Investment Advisers to make
investments which are riskier than would be the case in the absence of a fee based on
performance.
(d) The fees and transaction costs payable by the Company and/or the Trading Subsidiaries
may be subject to renegotiation over the life of the Company.
6. Counterparty risk
(a) Investments may be entered into between the Trading Subsidiaries and the Broker as
principal (and not as agent). Accordingly, the Trading Subsidiaries are exposed to the risk that
the Broker may, in an insolvency or similar event, be unable to meet its contractual obligations
to the Trading Subsidiaries. The underlying vehicles through which the Trading Subsidiaries
directly or indirectly invest may bear similar or greater risks with regard to the brokers utilised.
(b) The Trading Subsidiaries (and any other underlying vehicles through which the Company
directly or indirectly invests) will have a counterparty risk with regard to the over-the-counter
instruments which they hold. In the event of the insolvency of any counterparty, or of any
broker through which trades are effected for the account of the Trading Subsidiaries, the
Trading Subsidiaries may only rank as unsecured creditors in respect of sums due to the Trading
Subsidiaries on the margin account or otherwise and any losses will be borne by the Trading
Subsidiaries.
(c) The Investment Advisers and the Trading Subsidiaries may also enter into currency, interest
rate, total return or other swaps which may be surrogates for other instruments such as currency
forwards and interest rate options. The value of such instruments generally depends upon price
movements in the underlying assets as well as counterparty risk. The underlying vehicles through
which the Trading Subsidiaries directly or indirectly invest may bear similar or greater risks with
regard to their investments.
7. Financing Arrangements
(a) The Financing Arrangements create an additional layer of leverage which, in the event of
declining Trading Capital in respect of any or all Classes and negative returns, may adversely
affect performance.
(b) In order to implement the Investment Strategies, the Trading Subsidiaries may borrow by
way of credit agreements or issuances of notes and may utilise swaps and other off balance
sheet derivative transactions and other forms of leverage to obtain cash or notional financing.
The underlying vehicles through which the Trading Subsidiaries directly or indirectly invest may
also make use of leverage. While leverage presents opportunities for increasing total return, it
has the effect of potentially increasing losses as well. If income and appreciation on
investments made with borrowed funds or third party financing are less than the cost of the
leverage, the value of the Trading Subsidiaries’ net assets and the Net Asset Value per Bond will
decrease. Accordingly, any event which adversely affects the value of an investment by the
Trading Subsidiaries or the underlying vehicles through which they directly or indirectly invest
would be magnified to the extent leverage is employed. The Company may be exposed to the
risk of early losses by the underlying investments due to the use of a high degree of leverage.
(c) The cumulative effect of the use of leverage in a market that moves adversely to a
leveraged investment could result in a substantial loss which would be greater than if leverage
was not used.
(d) Generally, leveraged transactions may involve the posting of collateral. Increases in the
amount of margin or similar payments could result in the need for trading activity at times and
prices which could be disadvantageous to the Trading Subsidiaries or the underlying vehicles
through which they directly or indirectly invest and could result in substantial losses.
(e) Some of the Investment Strategies may require the use of considerable leverage. There can
be no assurance that leverage facilities will always be available and a loss of, or reduction in,
the leverage facilities is likely to have the effect of causing the Trading Subsidiaries to reduce
their overall investment exposure. Terms upon which leverage facilities are available may be
subject to change.
(f) As a consequence of leverage, interest expense may be material as a percentage of the
Trading Subsidiaries’ assets. Interest expense could force a reduction in the exposure of a
Trading Subsidiary to the relevant Investment Strategies. The use of such leverage means that
even comparatively small losses, or insufficient profits to offset expenses, could rapidly deplete
the Trading Capital available to the Trading Subsidiaries in respect of all Classes and reduce or
eliminate their, and therefore the Company’s, profit potential.
(g) There is no assurance that any Financing Arrangement will be renewed. In particular, third
parties may not be available to act as Financing Providers and the Man Group itself may face
regulatory, commercial or other constraints, resulting in it not offering or renewing a Financing
Arrangement. Additionally, any Financing Arrangement may be subject to early termination in
accordance with its terms and may be terminated by a counterparty (which may include the
Bank). A loss of, a termination of, or a reduction in, a Financing Arrangement may have the
effect of causing any one or more of the Trading Subsidiaries to reduce its overall investment
exposure with a corresponding reduction in investment return expectations. The renewal of a
Financing Arrangement might be subject to a change in terms of that Financing Arrangement
including but not limited to a change in applicable interest margins.
8. Interest and exchange rate risks
(a) Investment in the Company must be made in USD or EUR. Bondholders dealing in a different
local currency should be aware that exchange rate fluctuations could cause the value of their
investment to diminish or increase.
(b) The Company (including in respect of the purchase of the Eligible Collateral) and the
Trading Subsidiaries will have exposure to foreign exchange and/or interest rate risks. To the
extent prevailing foreign exchange or interest rates change, it could negatively affect the Net
Asset Value per Bond. The Company and/or the Trading Subsidiaries seek to mitigate foreign
exchange and/or interest rate risks, but such risks may still exist. In addition, there may be direct
or indirect costs to entering into such hedging transactions. The complex systems and
programmes operated to mitigate foreign exchange and/or interest rate risks may result in
trades being executed which with the benefit of hindsight were not required and/or delayed
execution or non-execution of trades which with the benefit of hindsight would have been
appropriate. Bondholders will receive the benefit or bear the loss resulting in such
circumstances. In addition, the underlying vehicles through which the Trading Subsidiaries
directly or indirectly invest may bear similar or greater risks with regard to their investments.
9. Segregated accounts company
The Company has been registered as a segregated accounts company under the SAC Act. As
a segregated accounts company, the Company is permitted to segregate the assets and
liabilities attributable to a particular Class of Bonds from the assets and liabilities attributable to
each other Class of Bonds and from the Company’s general assets and liabilities. Bond
Account assets are only intended to be used to meet liabilities to creditors in respect of that
particular Bond Account and are not intended to be available to meet liabilities to creditors in
respect of other Bond Accounts or to general creditors of the Company. The Company is only
a shareholder of the Trading Subsidiaries and would not ordinarily be liable for any investment
losses they might incur. Accordingly, it should be noted that it is intended that the only direct
creditors of the Company be limited to persons to whom the Company owes operational and
administrative expenses. To the Company’s knowledge, the SAC Act has not yet been
considered by the courts of Bermuda or any other jurisdiction and it is possible that the SAC Act
will not be recognised in some jurisdictions or will be construed in a manner which is contrary to
the intent of the legislation. If any Bond Account assets of the Company are located in a
jurisdiction other than Bermuda and proceedings are brought in respect of them in that
jurisdiction, it is not known how the courts of that jurisdiction would deal with the structure
contemplated by the SAC Act, which may well be unfamiliar in that jurisdiction. More
specifically, courts in jurisdictions other than Bermuda may not be prepared to accept that
creditors in respect of a particular Bond Account are prevented from gaining recourse to the
assets of other Bond Accounts, or that general creditors of the Company as a whole do not
have recourse to those assets specifically designated as Bond Account assets. Similarly, if a
liability (e.g. a fine or tax) is imposed on the Company by a Bermuda or other authority, it is
unknown how the courts of Bermuda or other jurisdictions would impose or distribute that
liability amongst the general account of the Company and the Bond Accounts.
10. Taxation and changes in law
(a) The Company intends to conduct its affairs such that it should not be deemed to be
engaged in a trade or business in any country other than from Bermuda and will not, therefore,
be liable to taxes of any country other than from Bermuda. If any of the activities were
deemed to constitute a trade or business from a country other than Bermuda, then that
country’s taxes may apply. Any such taxes would adversely affect the investment performance
of the Bonds.
(b) This Prospectus does not take into consideration any tax consequences of investing in the
Bonds.
(c) The European Union Taxation of Savings Directive 2003/48/EC (the ‘Directive’) came into
force throughout the EU with effect from 1 July 2005. The Directive requires that a ‘paying
agent’ (as defined in the Directive) established in an EU member state, associated/dependent
territories or certain third countries to either report, or withhold tax from payments of ‘savings
income’ to an individual beneficial owner residing in another EU member state. ‘Savings
income’ is defined in the Directive and can include coupon and dividend payments,
distribution and redemption payments in respect of investments in bonds/shares and certain
investments in funds.
All applicants should where appropriate take their own advice on the impact of the Directive
on their investment.
The Company anticipates that distribution of redemption payments in respect of Bonds issued
by the Company will not fall within the scope of the Directive by virtue of the location of the
Company’s paying agent if these payments are made directly from the Company’s appointed
Registrar to the individual.
However, potential investors should be aware that investments in the Bonds (i) by means of
other paying agents, for example, nominee or custodial arrangements; or (ii) through
transactions in Euroclear or Clearstream may have implications for them due to the impact of
the Directive on payments made to an individual beneficial owner if that paying agent is in
any country covered by the Directive.
(d) Prospective investors should note that they may be exposed to the unknown risks of
changes in laws, regulations or taxation which may affect the Company or their investment.
11. Guarantees
(a) The Guarantees are subject to the Bank’s credit risk. Therefore, on an insolvency of the Bank
or similar event, the Bank may be unable to meet its obligations to Bondholders under the
Guarantees.
(b) The Guarantees are also subject to material limitations, restrictions and reservations, and
prospective Bondholders’ attention is drawn to the description of the Guarantees set out in
Appendix 2 to this Prospectus. In particular, the Bank’s obligations to Bondholders under each
Guarantee will be reduced to the extent that the Company fails to deliver any required
amount of Eligible Collateral to the relevant Security Fund following the Issue Date, and, in
certain circumstances, to the extent of any actual or deemed reduction in the value of the
Security Fund (including arising as a result of, among other things, the imposition or proper
payment of any present or future tax, levy, impost, duty, deduction, withholding or other
charge of a similar nature or the imposition of any mortgage, charge, lien or other
encumbrance or change in law) and to the extent to which it is unlawful for the Bank to remain
under the relevant obligations under the Guarantees, in accordance with the terms of the
relevant Guarantee Facility Agreement and/or the Deeds of Guarantee.
(c) The Company will be exposed to counterparty risk (this means for example, the inability of
any transaction counterparty to perform its obligations, whether due to insolvency, bankruptcy
or other causes) in respect of the assets held in the Security Funds.
(d) If the Bank is required, in respect of any payment due from it in accordance with the
relevant Deed of Guarantee, to make a Tax Deduction then the Bank will deduct the amount
of such Tax Deduction from such payment so that the person entitled to receive such payment
shall receive from the Bank an amount net of such Tax Deduction. In no circumstances shall the
Bank be under any obligation to make any additional payment in respect of any such Tax
Deduction.
(e) Investors should understand that only Bonds that are outstanding on the Maturity Date and
that have not been redeemed prior to the Maturity Date will have the benefit of the relevant
Guarantee in respect of their Guaranteed Amount.
(f) Investors should understand that the real value of the Guaranteed Amount, subject to any
increase as a result of the Profit Lock-in Feature, on Bonds held until the Maturity Date is likely to
be reduced by the effects of inflation and that the return on Bonds may be worth less in real
terms at the Maturity Date. Investors should be aware that if they only receive a Guaranteed
Amount equal to the Face Value of each Bond as at the Maturity Date, this amount is likely to
have been reduced by the effects of inflation and would be less than the risk-free rate of return
that Bondholders could have received if their money had been invested in risk-free assets.
Translation - Arabic 1
2 إس أآ
ن إم
ر م وا
ا
ا دارة وا م ا ر
0 (% 3
ا') ( ./ ا
0 1% ر
إ ل !" م إدارة و ' ب ر ) إ * ف '
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). JK L8 و ر 56 ا E8 7 ر5 ا 7C" ا ا @
ا 7:G 70 دة ا س ا أ OGH 20 %
إ ي .D 0 ا') * ب ر ) إ * ف ' آ
م ' ر 0 د U! ز أن 'C ال ')W ا X
0 . 7 ر56 ت ا C" ا6 ا QR ه آ
ى إ "
7: وز ا C أو Y G ) أو 0. 6 7: ا
0 70 دة ا وزت ا C" إذا 0 ا'! ا
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7C" ا ا @ =9 @/ 0 ا'! م ا ' دارة ور ^ م ا ' ر !" ف ' . 79 ] ر و
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ر م وا
ا
رات 56 ا 5 ق > ا د ت B" H * ف ' 7 ر56 ت ا C" ا6 ا R=9"
0
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0
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0 7'/ ات ا 9 ا . د " ف ' ي R ا داد ا 6 ا
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و 9
ف iJ دارة ^ ا GC ر : * داد i Gb ! ات 9 ا
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. QR ه
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. 7:! ;"
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0 lm' ا ) (و)
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0 ات 9 داد ا ا UG "
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وف ا ; ا
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ا 7 او ل ا '`~ ت B" OGH ا 5 آ
دات '' ا =9 ت B" اء ر إ 56 ا ز 'C p ذ
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اول. G 7H= ت ا آ/ ا 5 L8' ا =<
0 7'/ دات ا '' ا " O ن إ '! 8 R ا
ون اول " ت E"" و 7' ت i." ز أن 'C و 7' ا 7 ر 56 ا م ': 9
ن k ن m ك 9 ن ه '@ أن @ 6 7' ا OGH 7m و= د ا ': ا bB X=B" أ ام ا
UG " .0 *
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ر. 56 ا و 7 آ/G 7G@ ة ا > ا H 7 رJ دادات 6 ا
Q:" X! دارة ^ ا GC U! E 7' ا
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0 ات دي 9 ء r ا
:, ري ا ( ب ا / -4 ا
آ X=B9 أن @ ات و 9 ا H ى OGH E ل آ ات 9 ا OGH Y ا E أن @ (أ)
ار 8 أي إ 7 آ/ م ا :" 6 . 7 ر56 ا @ وا 70 ح ا رW ا OGH p ذ ]8' و أن @
6
ن أي k/ ن m ك 9 ن ه '@ أن @ 6 ات و 9 ا OGH ات 9 ا ) c::! ف ' YH ن أي k/
ت 'G ن ا k ن m 7h ك 9 ن ه '@ أن @ 6 ات و 9 ا OGH ات 9 ا ) c::! ف ' YH
QR ب ه آ6 ة ا /<
0 رة ' آR ا 7 ر56 ا W ر أو ا 56 ري ا / ر، 56 ا H
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. E: ا
0 ى) J رات أ 5
اول G 7H= ت ا آ/ ا E8 7 ر56 ت ا C" ا6 ل ا ir وا !" / ف ' (ب)
ر أو أي 56 ا ن k ن m ء أي >H إ @ 6 رة. ' ح ا 'm م و H 7H 7 در OGH
ل ا '`W ا .0 م B 7E9 7 ر5 ص ا 0 !" @ ف ' ر 5i ر /
.. B" *"
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. 7 آ/ ا 5 ع '9 ا =< 7 ر5 ا
U د9` دوق 9 ى JW ا x0! ا 8 أ 7B ر" ات Dw ذات 7;=! .9H 9 أن @ إس
z ر ا ا R ن ه d0
Gr/" z ر" .0 '
ال ا ')W ا
0 c ا QR ه 7:b 7k .0 آ 6
ود ا ! ا
0 راء. ا r` د H أو ) وا
راء) (ا ر أو ا 56 ر ا / ، 7.C ر، ا ا ا R ه 7>/< أ
0 7EG رات ا '>G
^ ا
0 cGH ن '@ ا 5 آ E ن أآ '@" أن @ 7 وراق ا W ا . م ':"
ا 7G UG 0 أو
ط. '! ا U د9 ى JW ا U د9 ا x0!
0 رات 56 اء ا d DE F أو DE OG@/ م : اول ا G 7H= ت ا آ/G ز 'C (ه)
7)
0 ( ! ا ن '@ 8
. 7GY F lE " 8
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م H 7)
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0 7= " اء أو إ آ RJ أ * أن 79 وف
0 @ ا
7C6 ا OGH 7 آ/ رة ا 8 ن d0
). p ف ذ iJ أو 79 ق '
0 ف اول آ " ط /< د ' و
7= " .0
ال ا ')W ا
0 bB ا QR أ ه >" 8 ر. tG ض " 8 ق ' ت ا آ!
' ت ا EG> داد أو 6 ت ا EGb ، v ا'. ت ا E> ، v ا'. ت ا EGb 7EG" أ اآ ا
ى. JW ا
7
OGH 7:0 ا' ا OGH / ي R ا : ا E ا OGH ر 56 ت ا C" ا اX /" أن @ (و)
وراق W ن ا '@" أن @ 7:0 ا' ا QR ه L8 و
0 c< أ *F
GE: z ر"
0 7 وراق ا W ا
ت أن 8 وW ا X
0 YE ا OGH 8 . YE ا E8 7 آ'G ن '@" أن @ 6 8 أو 7 ا
i م : ن k YE ا @" * .< ، أ :)6 ه أ
0 ;9 ا 9H ن، )W ا
. '!9 ا ا R ه OGH DE" دة ' : F ت i " 7 أ 9"
ا YB ن ا 'G! ات أو 9 ا 'G)
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وا .0 "
دوات ا W اول وا G 7H= ت ا آ/ م ا B" أن @ (ي)
7GG! ذج ا 9 ا 78 ءة ود = آ OGH " 79 ت C" ا ا DE F أو DE @/
ت ا m ا06 ذج (أو ا 9 ا QR ه .0 LE5" 6
ود ا ! ا
0 ر. 5i ر / ر أو أي 56 ا
8
8' ' ه اول آ G 7H= ت ا آ/ ى ا ) رات إ 5 ن أداء ا '@ 6 :0 7!!` .< ) أ .GH م ':"
ة. E آ YJ E@" c9H *C9 أن @
ر 56 ا ن d0 اول G 7H= ت ا آ/ رات ا 5 أداء ا 7 ر 56 ا م ': 9 (ك)
ت C" ا6 أو ا .0 ا * U د9` 7W 7 ر56 ارات ا : ا OGH hw أو *@! 6
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ت آ/ ا l ر EH6 ا
0 RJw" و .0 ن 'G R ا B راء ا ا E8 : @/
ت C" ا6 رة أو ا ' آR ا U د9 ا k/9" أن @ ات. 9 ا
G) أو 7 آ/ اول، ا G 7H= ا
7;9 ا 78 ن ا '@" ) أو 78 ر 7;9" 7>G .0 '" 6 ص J ت ا .
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J أ OGH ى '!" أن @ و
ن أن m
إ
اول G 7H= ت ا آ/G و 7 آ/G bB ر إدارة ا 56 ا O' (ن)
ات 9 ا
G) OGH
rE9 c< أ . =G دة ! ت ا 6 ق ا ><
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F ل
إ 7}= ا pG" ن k/ اول ل ا رأ 7: دي ا F ض =B" 8 (ه)
و Y ة دا 0' ن '@" ف '
0 اض ا 86 ت ا i." ن k آk" ك أي 9 ن ه '@ أن @
ت آ/ ا hk" . ن '@ أن 70 وض ا : ت ا i."
0 X=B رة أو ا BG @ ا
ت i." 0'" . *
وط ا /G tB" 8 .
^ ر ا 56 ا *C) X=B" اول G 7H= ا
. rG 70 وض ا : ا
ل '` أ 7'} 7E9 آ 7 ه' ن '@" أن Y ا'= ا ] ر 9 @
0 اض ا 8i 7C9 (و) آ
ا *C)
0 X=B" اث ) إ Y ا'= ا ] ر ض =" أن @ اول. G 7H= ت ا آ/ ا
اض 86 ا ا R ل ه ا
9 . 78i ذات ا 7 ر56 ت ا C" اi اول G 7H= ت ا آ/G
X' 70 آ F ح أر U:!" اول أو ل ا اف رأ 9 ا
0 اع 6 ل ا ) إ
0 ا
U:!" OGH رة 8 . X=B" ت و }= ا ن k/ اول G 7H= ت ا آ/G 7E9 YB ا
. l ا U:!" OGH 7 آ/ رة ا 8
و l ا
6 8 r ا اف bW ن ا d0 7`J 7= د. C" ف ' '" 78=" ا 7 ن أ k ن m 7h ' 6 (ز)
دا '8 ." ن ذا 7H'C c ا'" أن @ و 'G ود 7= G F ا '<
. د ا =G أو 7 آ/G ا C ا
ء i وآ 7> ا' ات ( 1) 9 ا
0 رات 56 ن ا k *G ا G! ا 5 ا OGH
rE9 ا R ه
0 ت i ل ا iJ ، أو ( 2) 7`' أو ا ت أ E"" Ub H i5 JK ا 0 ا
ت ا H'0 ا OGH c' ا hk" E *. 7E9 t . ن '@" 8 *G أو آ G روآ '
. c' ا ' ل '/ G أي
0 ر ' آR ا 0 ا ن وآ اد إذا آ 0W ا
=9 ا pG ي C"
E 70 و F bB ن 'm 8 *.< أ 7;)i G! ا 5 ا OGH
rE9 (د)
. * ره 5 ا OGH أو 7 آ/ ا OGH hw 8 Y اt أو ا 7;8 ، ا 7 آ م ' ، ر Y ا'H م، ' ، ر 7GE:
ود ا ! ا
0 ن) و '
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Other - Arab Academy for Science and Technology & Maritime Transport, Egypt
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Years of experience: 21. Registered at ProZ.com: May 2010.
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Bio
I am an experienced Private Banker with more than 7 years experience in the financial investment sector in UAE and currently residing in Malta since August 2009. Even though I live in Malta now, I am in constant contact with the Middle East region as my line of work covers the region. I currently work as an investment banking consultant/executive search covering top international and local banks in the GCC. In my past careers I translated investment summary materials from English to Arabic for my Arabic speaking clients. I have also worked as a freelance translator to one of the Media/Advertising Agencies based in Dubai.
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