THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

Transcription

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take or the contents of this document, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank, solicitor, accountant, or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000, as amended (the "FSMA") if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom. This document comprises a supplementary prospectus (the "Supplementary Prospectus") relating to JPMorgan Global Convertibles Income Fund Limited (the "Company") and has been prepared in accordance with the Prospectus Rules made pursuant to section 84 of FSMA. This Supplementary Prospectus has been approved by the Financial Conduct Authority ("FCA") and has been filed in accordance with Rule 3.2 of the Prospectus Rules. The Company and the Directors accept responsibility for the information contained in this Supplementary Prospectus. To the best of the knowledge of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Supplementary Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. JPMORGAN GLOBAL CONVERTIBLES INCOME FUND LIMITED (a non-cellular investment company limited by shares incorporated under the laws of Guernsey with registered number 56625) Supplementary Prospectus This document is supplemental to, and should be read in conjunction with, the Prospectus of the Company dated 20 September 2013 (the "Prospectus") published in connection with the placing programme of up to 150,000,000 Shares. Words or expressions defined in the Prospectus have the same meaning when used in this document unless the context requires otherwise. This Supplementary Prospectus does not constitute or form part of any offer or invitation to sell, or the solicitation of an offer to acquire or subscribe for, any securities other than the securities to which it relates or any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for such securities by any person in any circumstances in which such offer or solicitation is unlawful. The offer and sale of Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or under the securities laws of any state or other jurisdiction of the United States or under the securities laws of Australia, Canada, South Africa or Japan. The Shares may not be offered or sold into or within the United States, Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any U.S. Person (as defined in Regulation S under the U.S. Securities Act ("Regulation S")) or to any national, resident or citizen of Australia, Canada, South Africa or Japan. The Shares may not be acquired by: (i) investors using assets of: (A) an "employee benefit plan" as defined in Section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is subject to Title I of ERISA; (B) a "plan" as defined in Section 4975 of the United States Internal Revenue Code of 1986, as amended (the "U.S. Tax Code"), including an individual retirement account or other arrangement that is subject to Section 4975 of the U.S. Tax Code; or (C) an entity whose underlying assets are considered to include "plan assets" by reason of investment by an "employee benefit plan" or "plan" described in preceding clause (A) or (B) in such entity pursuant to the U.S. Plan Assets Regulations; 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 U.S. Tax Code, unless its purchase, holding, and disposition of the Shares will not constitute or result in a nonexempt violation of any such substantially similar law. The Shares have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state or 11/ _5 1

2 other jurisdiction of the United States and the Shares may not be offered, sold, exercised, resold, transferred or delivered, directly or indirectly, into or within the United States or to, or for the account or benefit of, any U.S. Person (as defined in Regulation S under the U.S. Securities Act). There will be no public offer of the Shares in the United States. The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended (the "U.S. Investment Company Act") and investors will not be entitled to the benefits of the U.S. Investment Company Act. This Supplementary Prospectus should not be distributed into or within the United States or to any U.S. Person. Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of the Shares or passed upon or endorsed the merits of the offering of the Shares or the adequacy or accuracy of this Supplementary Prospectus. Any representation to the contrary is a criminal offence in the United States. In addition, the Shares are subject to restrictions on transferability and resale in certain jurisdictions and may not be transferred or resold except as permitted under applicable securities laws and regulations. Investors may be required to bear the financial risks of their investment in the Shares for an indefinite period of time. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions. For further information on restrictions on offers, sales and transfers of the Shares, please refer to the section entitled "Purchase and transfer restrictions" in Part IV of the Prospectus. Winterflood Securities Limited, which is authorised and regulated by the Financial Conduct Authority, is acting through its division Winterflood Investment Trusts for the Company and for no one else 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 document or any matters referred to herein. This Supplementary Prospectus is dated 28 February / _5 2

3 Purpose of Supplementary Prospectus PART A: SIGNIFICANT NEW FACTORS This document constitutes a Supplementary Prospectus required under Prospectus Rules and and is being published to note a significant new factor. On 27 February 2014, the Company published its unaudited interim report for the period ended 31 December 2013 (the "Interim Report") which constitutes a significant new factor relating to financial information contained in the Prospectus. A copy of the Interim Report has been filed with the Financial Conduct Authority and, by virtue of this Supplementary Prospectus, such Interim Report is incorporated in, and forms part of, the Prospectus. Supplement to the Summary B.7 of the Summary on page 4 of the Prospectus is being supplemented as follows: B.7 Historical financial information The selected financial information set out below has been extracted without material adjustment from the Interim Report for the period ending 31 December 2013 prepared under International Financial Reporting Standards As at or for the period ended 31 December 2013 Total net assets ( '000) 162,552 NAV per Share (pence) Revenue Gross return ( '000) 9,082 Revenue return ( '000) 3,206 Return per Share (pence) 2.16 Dividend per Share (pence) 2.25 Total Gross Return ( '000) 9,082 Total Return ( '000) 8,170 Total Return per Share (pence) 5.50 Save as disclosed below, there has been no significant change to the financial condition or operating results of the Company during or subsequent to the period covered by the historical financial information: the Company issued 136,000,000 Ordinary Shares at launch of the Company on 11 June 2013 and has subsequently issued a further 23,499,999 Ordinary Shares, of which 8,500,000 were issued pursuant to the Placing Programme, raising in aggregate gross proceeds of 160 million. Supplement to Part V of the Prospectus 1. Interim report for the period ended 31 December 2013 The Interim Report for the period ended 31 December 2013 has been prepared under the historic cost convention and in accordance with International Financial Reporting Standards, but has not been reviewed by the Auditor. 11/ _5 3

4 2. Published Interim Report for the period ended 31 December Interim financial information The published Interim Report for the Company for the period ended 31 December 2013, which has been incorporated in this document by reference, includes, on the pages specified in the table below, the following information: Nature of Information Page No(s) Income Statement 9 Statement of Changes in Equity 10 Statement of Financial Position 11 Cash Flow Statement 13 Notes to the Accounts Selected financial information The key unaudited figures that summarise the Company's financial condition in respect of the period ended 31 December 2013, which have been extracted without material adjustment from the interim financial information referred to in paragraph 2.1, are set out in the following table: As at or for the period ended 31 December 2013 (unaudited) Total net assets ( '000) 162,552 NAV per Share (pence) Revenue Gross (Loss)/return ( '000) 9,082 Revenue return ( '000) 3,206 (Loss)/return per Share (pence) 2.16 Dividend per Share (pence) 2.25 Total Gross Return ( '000) 9,082 Total Return ( '000) 8,170 Total Return per Share (pence) Operating and financial review The Company's published Interim Report for the period ended 31 December 2013 included, on the pages specified in the table below, descriptions of the Company's financial condition (in both capital and revenue terms); details of the Company's investment activity and portfolio exposure and changes in the Company's financial condition for that period. 11/ _5 4

5 Nature of Information Page No(s) Chairman's Statement 3&4 Investment Managers' Report 5&6 Investment Review 7&8 Interim Management Report Capitalisation and indebtedness The following table shows, sourced from the Company's internal accounting records, the Company's unaudited indebtedness (distinguishing between guaranteed and unguaranteed, secured and unsecured indebtedness) as at 26 February 2014 (being the latest practicable date prior to the publication of this document) and the Company's unaudited capitalisation as at 31 December (being the date at which the unaudited financial information has been produced). Total Current Debt 26 February 2014 (unaudited) '000 Guaranteed - Secured - Unguaranteed/unsecured - Total Non-Current Debt Guaranteed - Secured - Unguaranteed/unsecured - Shareholder equity 31 December 2013 (unaudited) '000 Share capital 154,293 Capital reserves 4,964 Revenue reserves 3,295 The following table shows the Company s unaudited net indebtedness as at 26 Feb 2014 (being the latest practicable date prior to the publication of this document). 26 February 2014 (unaudited) Net indebtedness '000 A. Cash 288 B. Cash equivalent (Detail) 104 C. Trading securities 168,718 D. Liquidity (A)+(B)+(C) 169,110 E. Current Financial Receivable 3,108 11/ _5 5

6 F. Current Bank debt - G. Current portion of non-current debt - H. Trading securities payable (2,315) I. Other current financial debt - J. Current Financial Debt (F)+(G)+(H)+(I) - K. Net Current Financial Indebtedness (J)-(E)-(D) 169,903 L. Non-current Bank loans - M. Bonds Issued - N. Other non-current loans - O. Non-current Financial Indebtedness (L)+(M)+(N) - P. Net Financial Indebtedness (K)+(O) 169,903 There has been no significant change in the financial or trading position of the Company since 31 December 2013, being the date at which the unaudited interim financial information has been produced. 11/ _5 6

7 Persons responsible PART B: ADDITIONAL INFORMATION Each of the Directors, whose names appear below, and the Company itself accept responsibility for the information contained in this Supplementary Prospectus. To the best of the knowledge and belief of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. Directors Simon Miller (Chairman) Paul Meader Philip Taylor Charlotte Valeur Adu Documents Available for Inspection Copies of the following documents will be available for inspection at the registered office of the Company, 1st Floor, Les Echelons Court, Les Echelons, South Esplanade, St. Peter Port, Guernsey GY1 1AR during normal business hours on any weekday (Saturdays and public holidays excepted) from the date of this document and while the Prospectus remains valid: (i) the Prospectus; (ii) the Supplementary Prospectus; and (iii) the Interim Report Each of these documents will be available on the Company's website, General To the extent that there is any inconsistency between any statement included or incorporated by reference in this Supplementary Prospectus and any other statement included in the Prospectus, the statements included or incorporated by reference in this Supplementary Prospectus will prevail. 28 February / _5 7