Offer summary

The Offer

1 for 1 Entitlement Offer of up to 350,909,977 PTrackERS to raise up to $491,273,967.80, with a minimum raising of $105 million for the Offer to proceed.

Issuers:

  • PM Capital GO 2025 Limited (“GO 2025”) a wholly owned subsidiary of PM Capital Global Opportunities Fund Limited (“PGF”);

  • and PGF.

Why is PGF an Issuer?: if PTrackERS are not redeemed at maturity, they convert into fully paid ordinary shares of PGF. 

Issue Price: $1.40 per PTrackERS.

Offer comprises three parts:

  • Entitlement Offer (to those eligible PGF shareholders as at the Record Date);

  • General Public Offer; and

  • Broker Firm Offer.

Minimum subscription amount in the General and Broker Firm Offers is $2,100 being 1,500 PTrackERS at the Issue Price of $1.40 per PTrackERS.

Only available to those with a registered address in Australia or New Zealand.

Frequently Asked Questions

Key Dates                   About GO2025             About PM Capital     

About the Offer          How to apply           

Key Dates

What are the key dates for the offer?

Key Dates1 for the Offer

Date

Announcement of the Offer

Monday 2 July 2018

Lodgement of Prospectus with ASIC

Monday 2 July 2018

Expected expiry of Exposure Period

Monday 9 July 2018

Record Date (for determining Eligible Shareholders)

Monday 9 July 2018

Entitlement Offer Opens

Tuesday 10 July 2018

Entitlement Offer Closes

Wednesday 8 August 2018

General Public Offer Opens

Tuesday 10 July 2018

General Public Offer Closes

Friday 10 August 2018

Broker Firm Offer Opens

Tuesday 10 July 2018

Broker Firm Offer Closes

Friday 10 August 2018

Issue of PTrackERS

Friday 17 August 2018

Expected despatch of Holding Statements

Friday 17 August 2018

Commencement of trading on the ASX

Wednesday 22 August 2018

1. Dates may change. The above timetable is indicative only and may change. We will notify any changes in the timetable on our website.

The Issuers, in conjunction with the Joint Lead Managers, reserve the right to amend any or all of these dates and times without notice (subject to the Corporations Act), the ASX Listing Rules and any other applicable laws. In particular, the Issuers reserve the rights to close the Offer early or without notice or accept late Applications, extend the closing date of the Offer (either generally or in particular cases) and to withdraw the Offer without prior notice. Any date changes may affect the issue date of the PTrackERS.

 

When can I apply for securities and when do the Offers close?

Offer

Open date

Close date

Entitlement Offer

Tuesday 10 July 2018

Wednesday 8 August 2018

General Public Offer

Tuesday 10 July 2018

Friday 10 August 2018

Broker Firm Offer

Tuesday 10 July 2018

Friday 10 August 2018

These dates are subject to change. The Directors may close the Offer at any time without prior notice or extend the period of the Offer.  

 

What are the key dates for GO 2025’s securities?

Key Dates for the PTrackERS

Date

Intended payment of first Distribution

March 2019

Redemption Election Period

1 April 2025 to 8 June 2025

Last Date to elect to redeem

8 June 2025

Maturity Date

30 June 2025

(or the immediate proceeding Business Day where 30 June 2025 is not a Business Day)

 

About GO 2025 and PTrackERS

 

What is PM Capital GO 2025 Limited (‘GO 2025’)?

GO 2025 is a newly incorporated and wholly owned subsidiary of the PM Capital Global Opportunities Fund (PGF). PGF is a listed investment company (LIC).

The investment manager of PGF and GO 2025, PM Capital Limited, is an award winning investment manager known for having generated some of the industry’s leading long term returns. PM Capital has won numerous awards, most recently being awarded the prestigious Money Management/ Lonsec 2018 Fund Manager of the Year in the equities long/short category.

PGF invests (and GO 2025 will invest) in a concentrated portfolio of global securities diversified across global equity markets with the objective of providing long-term capital growth over a 7-year plus investment period.

 

Why is it called GO 2025?

‘GO’ stands for Global Opportunities. ‘2025’ is the year of the maturity date for the PTrackERS.

 

What are the securities being Offered?

‘PTrackERS’ are being offered by GO 2025 and PM Capital Global Opportunities Fund Limited.

‘PTrackERS’ stands for ‘Portfolio Tracking Exchangeable Redeemable Securities (Converting Security)’.

 

What are PTrackERS?

PTrackERS are the next generation of Listed Investment Company (LIC) securities and have been developed by PM Capital to improve LIC investor outcomes and choice.  On a look-through basis, they represent your investment exposure to an underlying portfolio held by the Company –  like a LIC – but with the benefit of allowing you the option to exit your investment based on NTA as at 30 June 2025.

This innovation is designed with the objective of providing investors the choice to:

  1. redeem in the future based on NTA;
  2. convert into fully paid ordinary PGF shares:
    1. without incurring any dilution to NTA Before Tax plus Franking Credits per PTrackERS; and
    2. without triggering a CGT event (please obtain your own tax advice. An ATO Product Ruling has been obtained by GO 2025 and PGF); or
  3. sell at any time on the ASX at prevailing market prices if you choose to.

PM Capital has trademarked the term PTrackERS, given it represents significant evolution and innovation for traditional LIC investors.

 

How does GO 2025 improve the outcomes for securityholders compared to other LICs?

More choice, more control, more flexibility:  

Investors can sell at any time on market, or they may redeem or convert on 30 June 2025.

 

LICs can and do trade on the ASX at discounts to their Net Tangible Assets, a negative for traditional LIC investor returns. Whilst PTrackERS may also trade at a discount or premium to NTA, the ability to redeem at a known date based on NTA provides investors access to the underlying portfolio performance and should help market prices trade closer to NTA than would otherwise be the case.

 

If PTrackERS investors wish to realise their investment on 30 June 2025, they have the choice of redeeming based on NTA or selling on the ASX.

 

If not redeemed, PTrackERS will be automatically exchanged for fully-paid Ordinary Shares of PGF in a manner which is non-dilutionary to NTA Before Tax Plus Franking Credits for both PGF shareholders and holders of PTrackERS.

More equitable:

In essence, PTrackERS allow the capital base to be grown without diluting NTA before Tax Plus Franking Credits of either investors in PGF or GO 2025 PTrackERS. This will provide for better scales of economy after exchange of PTrackERS for PGF Shares. Further, it is anticipated to provide more trading, liquidity and market awareness in the stock, both prior to and after 30 June 2025. This is a significant improvement to many LICs that have diluted shareholders by raising capital at a discount to NTA.

A clear and simple distribution policy:

The Company will target a distribution yield of between 3% and 4% per annum. This is comprised of semi-annual distributions equal to between 1.5% and 2% multiplied by the average of the previous 6 month-end NTA After Tax Liabilities

More alignment and accountability for the investment manager:

Unlike other LICs which seek to permanently lock up your capital (regardless of your investment experience), with PTrackERS you have the option of remaining invested via an Exchange of PTrackERS into PGF Shares, or leaving by redeeming based on NTA at 30 June 2025. This feature makes the investment manager highly accountable for investment performance and communication, as clients can redeem if unhappy, or exchange for PGF Shares if they wish to remain invested.

More direct and transparent exposure to investment returns:

Changes in a traditional LIC’s capital adds complexity for investors wishing to track and obtain the underlying performance of the Investment Manager.

For GO 2025, and the PTrackERS its easy: Changes in NTA plus dividends equals investment manager performance after LIC operating costs.

Whilst retaining the benefits of a traditional LIC:

A. PTrackERS can be traded daily on the ASX consistent with shares of LICs;

B. the Investment Manager can, due to the seven year time frame, genuinely invest for the long term without the distraction of daily capital flows; and

C. dividends can be franked where franking credits are available.

 

 

Beyond the redemption feature, how is PM Capital aligned with investors?

The Investment Manager, PM Capital, and its staff are in aggregate the largest holders in GO 2025’s parent, PGF, with a co-investment representing 8.9% of the company. PGF has the same investment strategy as GO 2025.

The investment manager, PM Capital, is paying for all costs associated with the Offer. This means every dollar invested will be generating investment returns from day 1, and the NTA at the listing date will be equal to the Issue Price.

 

Why is the PTrackERS redemption innovation is important for LIC investors?

Even when LIC shareholders have invested for the Investment Manager’s recommended investment horizon (7 years, in the case of the Company), shareholders are subject to the vagaries of the market. This can have a significant effect on investor returns, depending on where a traditional LIC’s shares trade relative to its NTA in the future.

LIC shares, including those issued by LICs with strong performance track-records, can trade on the ASX at substantial discounts to NTA. Whereas, while PTrackERS may also trade at levels different to their NTA over the seven year time frame, investors can require that the Company return proceeds based on NTA at the Maturity Date of 30 June 2025. This helps remove the uncertainty for investors as to whether they can obtain the underlying value of their securities upon the investment’s recommended 7-year time frame.

History demonstrates that LICs as an industry can cycle between premium and discounts and as such it is very difficult for LIC investors to receive a return equal to that which the investment manager generates. This is demonstrated below using the following three well known LICs as examples:

Charts

Will GO 2025’s securities pay distributions?

GO 2025 has a distribution policy that intends to target a distribution yield of between 3% and 4% per annum, plus franking where franking is available.

It is the intention of the Board to frank all distributions to the maximum extent possible.

 

When will the first distribution be paid?

The Company will generally make distributions on PTrackERS semi-annually (expected to be in or around March and September of each year) but may do so less frequently at the discretion of the Board. No distributions will be made during the first 6 months after the PTrackERS have been issued. As such, it is expected that the first semi-annual distribution will be made in March 2019.

 

Will there be a dividend/ security reinvestment plan?

No.

 

What disclosure will be provided on GO 2025

Disclosure frequency and quality will be the same as PGF, this will include:

•           Estimated attributable NTA announced weekly and monthly,

  • Monthly fund update and quarterly fund update; including:
    • Disclosure of portfolio positions, current stock examples, currency exposure, domicile of listing and domicile of business.

 

What is GO 2025’s fee structure?

The management fee is equal to 1.50% per annum of the GO 2025’s Net Asset Value plus GST.  

There is no performance fee.

The investment manager, PM Capital, is paying for all Offer costs (meaning that on day 1, the NTA per security will be equal to the Issue Price paid by investors).

 

About the Manager, PM Capital

How does the Investment Manager for GO 2025 compare to its peers over the long term?

PGF’s and GO 2025’s Investment Strategy will be managed consistent with PM Capital’s unlisted managed investment scheme, the PM Capital Global Companies Fund (ARSN 092 434 618), and other associated global mandates.

For both Financial Year 2017 and Calendar Year 2017, PM Capital’s managed funds and mandates appeared as #1 ranked for fund performance over 5, 7 and 8 years compound returns in their Morningstar peer group of over 140 peers. The table below shows fund/mandate returns and peer ranking over the 5, 6, 7, 8, and 9 year compound returns to 31 December 20172.

 

 

 

Investment Return Ranking within Morningstar Peer Group2,3

 

Timeframe1

 

CFS-FC Wholesale PM

Capital Global Companies#

CFS-FC PM Capital

Global Companies#

PM Capital

 Global Companies Fund

 

 

Ranking

Return (pa)

 

Ranking

Return (pa)

 

Ranking

Return (pa)

5 Years

 

#2 out of 154

22.5%

 

#1 out of 154

22.6%

 

#8 out of 154

19.8%

6 Years

 

#1 out of 150

24.7%

 

#2 out of 150

24.6%

 

#3 out of 150

23.2%

7 Years

 

#1 out of 146

18.4%

 

#2 out of 146

18.2%

 

#6 out of 146

15.8%

8 Years

 

#1 out of 135

15.6%

 

#2 out of 135

15.4%

 

#7 out of 135

13.5%

9 Years

 

#1 out of 144

16.5%

 

#2 out of 144

16.3%

 

#3 out of 144

15.3%

 

Source: Morningstar Direct.

  1. to 31 December 2017. The annualised returns are the returns for each 5 to 9 year period to 31 December 2017.
  2. Peer group: Australia OE Equity World Large Blend.
  3. Differences in after fee investment return ranking between the above investment strategies managed by PM Capital relate to differences in fee structure and variations in portfolio composition.
  4. Offered within the unlisted ‘FirstChoice’ products issued by Colonial First State Investments Limited (ABN 98 002 348 352, AFS Licence 232468).

Past performance is not a reliable indicator of future performance. These are not indications of actual, nor forecasts of future, performance of either PGF or PTrackERS.

 

The PM Capital Global Companies Fund is in its 20th year of operation, having an inception date of October 1998. As at 31 May 2018, the PM Capital Global Companies Fund had generated compound annual returns DOUBLE that of the MSCI World Net Total Return Index after all fees and expenses. Fund returns have been 9.0% pa vs the index of 4.5% per annum.

Past performance is not a reliable indicator of future performance. These are not indications of actual, nor forecasts of future, performance of either PGF or PTrackERS.

 

Has the Investment Manager for GO 2025 received any third party recognition for its investment management of strategies consistent with that which will be used by GO 2025?

Yes. PM Capital has won numerous industry awards in recognition of its investment management. Recent awards include:

Awards

 

Beyond the PTrackERS redemption feature, how is PM Capital aligned with investors?

The Investment Manager, PM Capital, and its staff are in aggregate the largest holders in GO 2025’s parent, PGF, with a co-investment representing 8.9% of the company. PGF has the same investment strategy as GO 2025.

The Investment Manager, PM Capital, is paying for all costs associated with the Offer. This means every dollar invested will be generating investment returns from day 1, and the NTA at the listing date will be equal to the Issue Price.

 

About the Offer

What is the Offer?

PGF and GO 2025 are seeking to raise a minimum of $105 million in the Offer which will comprise an Entitlement Offer to shareholders in the PM Capital Global Opportunities Fund (PGF) as at the Record Date, a General Offer and a Broker Firm Offer.

 

Who can invest?

The Offer is available to applicants with a registered address in Australia and New Zealand.

 

What is the maximum size of the capital raising?

The Offer will be strictly limited to $491,273,967.80, consisting of 350,909,977 securities issued.

 

Who is entitled to participate in the Entitlement Offer?

Shareholders of PGF as at 7.00pm (AEST) on 9 July 2018 are eligible to subscribe for 1 PTrackERS for every 1 PGF share held.

 

How can I participate in the Entitlement Offer?

Shareholders who are invested in PGF as at the Record Date will be contacted by email or post once the Offer opens. They will be issued a Unique Entitlement Code which will enable them to participate in the Entitlement Offer.

You can also apply online at either:

http://www.pmcapital.com.au;

http://www.boardroomlimited.com.au/ca/ptrackers

 

How can I participate in the General Public Offer?

The General Public Offer is open to all Applicants with a registered address in Australia and New Zealand. To participate in the General Public Offer, your Application Form and Application Monies must be received by the Registry by 5:00pm (AEST) on the General Public Offer Closing Date (expected to be 10 August 2018).

 

How can I participate in the Broker Firm Offer?

The Broker Firm Offer is open to those who have received a firm allocation from their stockbroker or financial adviser and have a registered address in Australia or New Zealand.

To participate in the Broker Firm Offer, your Application Form must be received by your stockbroker or financial adviser by 5:00pm (AEST) on the Broker Firm Offer Closing Date (expected to be 10 August 2018).

Contact your stockbroker or financial adviser to determine if they will allocate you PTrackERS under the Broker Firm Offer.

 

What is the size of the Entitlement allocation?

All securities offered by GO 2025 will be first offered to shareholders* in PGF on a 1 for 1 basis. This is up to 350,909,977 million securities to be issued at an Issue Price of $1.40 per PTrackERS to raise up to $491,273,967.80.

Any remaining securities which are not taken up under the Entitlement Offer will be made available under the General Public Offer and the Broker Firm Offer.

* with registered addresses in Australia or New Zealand.

 

If I participate in the Entitlement priority allocation, will I get all the securities I apply for?

Yes. Applications under the Entitlement Offer received before the closing date will be allocated their full entitlement (subject to minimum subscription requirements).

If the Offer is oversubscribed, applications in the General Offer and Broker Firm Offer will be scaled back.

Early lodgement of your application is recommended as the Offer may be closed early at the Directors’ discretion.

 

Can PGF shareholders take up more securities than available under the Entitlement offer?

PGF shareholders may subscribe for more PTrackERS than their entitlement. However, the excess will form part of the General Public Offer. Excess applications may also be made under the Broker Firm Offer.

 

Where can I find more information about the Offer or get a Prospectus?

For information on the Offer:

 

PM Capital Limited

Telephone      +61 2 8243 0888

 

 

Email               Go2025@pmcapital.com.au

Website           www.pmcapital.com.au

For information on your PGF holding, and Entitlement:

 

Boardroom Pty Limited

Telephone       1300 737 760 (within Australia)

Telephone       +61 2 9290 9600 (outside Australia)

 

Email               Go2025@boardroomlimited.com.au

Website           www.boardroomlimited.com.au/ca/ptrackers

 

Applications

How can I apply for securities offered by GO 2025?

To invest in the Offer, you may do so by reading the Prospectus then:

  • completing and returning the attached Application Form along with Applications Moneys; or
  • completion online at either:

http://www.pmcapital.com.au

http://www.boardroomlimited.com.au/ca/ptrackers

The Entitlement Offer is expected to close on 8 August 2018.

The General and Broker Firm Offer is expected to close on 10 August 2018.

Nevertheless, it may close at any time, so you are encouraged to submit your Application as soon as possible.

If you apply online and pay via BPAY, you do not need to complete and return a paper Application Form.

 

Who can invest?

The Offer is available to applicants with a registered address in Australia and New Zealand.

 

What is the minimum number of securities I can apply for?

Applications under the General Offer or Broker Firm Offer must be for a minimum of $2,100 which is equal to 1,500 PTrackERS (at the Issue Price of $1.40 per PTrackERS). A larger number of PTrackERS may be applied for in multiples of 100 shares.

 

The minimum subscription amount payable by an Applicant under the Entitlement Offer is the Issue Price (of $1.40 per PTrackERS) multiplied by the lower of:

  • 1,500 PTrackERS; or
  • the number of PTrackERS being offered to the Applicant (being an Eligible Shareholder under the Entitlement Offer).

 

How can I pay for my securities?

By BPAY or Cheque.

BPAY: Applicants wishing to pay by BPAY should complete the online Application Form accompanying the electronic version of this Prospectus which is available at either:

http://www.pmcapital.com.au

http://www.boardroomlimited.com.au/ca/ptrackers

and follow the instructions on the online Application Form (which includes the Biller Code and your unique Customer Reference Number (CRN)). At the completion of the online application process, you will be given a Biller Code and a unique Customer Reference Number (CRN). When completing your BPAY payment, please make sure that you use the specific Biller Code and your unique CRN provided on the online Application Form.

Cheque: Completed Application Forms and accompanying cheques, made payable to “PM Capital GO 2025 Limited – Offer A/C”, and crossed “Not Negotiable”, in Australian currency and drawn at an Australian branch of a financial institution, are to be lodged:

By mail:

PM Capital GO 2025 Limited

c/- Boardroom Pty Limited

GPO Box 3993

Sydney NSW 2001

Hand delivered:

PM Capital GO 2025 Limited

c/- Boardroom Pty Limited

Level 12, 225 George Street

Sydney NSW 2000

 

Can I apply for shares for my children or grandchildren?

Most brokers do not allow you to trade on behalf of a minor. You may be able to open an account in your name as a trustee. Once the minor has turned 18, the shares can be transferred into their account under their name.

 

Are there any brokerage fees payable if I apply for shares in the IPO?

No brokerage, commission or stamp duty is payable by Applicants for PTrackERS.

IMPORTANT INFORMATION

This website is issued by PM Capital Limited (ABN 69 083 644 731, AFSL No. 230222). It contains general information only and does not constitute financial product or investment advice, an offer, invitation, solicitation or recommendation with respect to the purchase or sale of any securities. The website is not intended for any person outside, or non-resident, of Australia or New Zealand, and does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States.

The information herein seeks to provide an insight into how and why we make our investment decisions, and is subject to change without notice. It does not, take into account any investors’ investment objectives, financial situation, tax position or particular investment needs. Investors should seek their own financial advice, and must make their own assessment of the PTrackERS and consider the Prospectus (dated 2 July 2017) prior to making a decision to invest. Past performance is not a reliable indicator of future performance and no guarantee of future returns, trading prices, or ASX liquidity is implied or given. 

The Prospectus (dated 2 July 2018) is jointly issued by PM Capital Global Opportunities Fund Limited (ACN 166 064 875, ‘PGF’), and PM Capital GO 2025 Limited (ACN 623 887 285, ‘GO2025’) and is an invitation to Australian and New Zealand resident investors to acquire up to 350,909,977 PTrackERS each having an Issue Price of $1.40 to raise up to $491,273,967.80 (Offer). PTrackERS will be exchanged for fully-paid ordinary shares of PGF at 30 June 2025, unless a redemption election at the option of the Securityholder has been made on terms described in the Prospectus. PTrackERS are not bank deposits. Capital and income of an investment in PTrackERS may go down as well as up due to various market forces. Accordingly, there is risk that investors may lose all or a substantial portion of their investment. PTrackERS will not be registered under the U.S. Securities Act of 1933, as amended (“US Securities Act) or the securities laws of any state or other jurisdiction of the United States. See the company announcements platform at www.asx.com.au for further information on PGF, GO2025, and PTrackERS.