Authorised and regulated by the Financial Conduct Authority

Authorised and regulated by the Financial Conduct Authority

April 2013

SANDBOURNE ASSET MANAGEMENT LTD

1 2SANDBOURNE ASSET MANAGEMENT LTD

Fund Overview Long / Short UK Equity Fund established November 2003 Aim is to provide absolute capital appreciation: A flexible approach

to equity investment to capture market swings and re-pricings Best performing European long/short fund 2008-2010

averaging 31.2% per annum (source: BarclayHedge) Investment process tested and refined over 9 years

– Stock selection principally based on fundamentals with a focus on catalysts to crystallise value in positions

– Futures overlay used to actively control net exposure: now given more prominence after consistent positive contribution

Significant management commitment with over $40m own money invested

GBP, USD and EUR shares classes available


Fund Overview (continued) Fund only invests in liquid and listed securities Investors able to redeem shares monthly with no gates Simple easy-to-understand strategy 100% transparency – all positions open to investor scrutiny Managers available and eager to discuss fund with investors


Monthly ReturnsA Shares - GBP

Year Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec YTD

2013 12.01% 2.70% -4.18% -0.89% 9.23%2012 24.04% 18.42% -10.72% -6.13% -22.33% 1.78% -3.10% 8.16% 9.07% 1.24% 2.33% 8.58% 25.13%2011 -0.64% -1.09% -3.84% 3.75% -6.68% -5.49% -2.67% -17.97% -13.76% 15.06% -1.56% 1.03% -31.87%2010 -3.08% -0.47% 10.63% -1.28% -6.12% -9.10% 15.44% -1.78% 16.99% -1.26% -1.09% 12.26% 30.75%2009 -10.57% -11.89% 8.71% 25.66% 3.41% -4.14% 13.36% 16.02% 5.98% -5.45% 0.01% 3.52% 45.58%2008 9.58% 1.67% 2.42% -2.45% 2.39% 8.86% 0.61% -3.42% 12.09% -6.55% -6.26% 0.20% 18.62%

2007 -0.18% -1.38% 4.20% -1.12% -1.08% 4.51% 4.74% 0.98% -5.29% -2.45% 2.72% 2.23% 7.58%

2006 3.31% 2.34% 1.46% 1.35% -2.76% -0.20% -2.73% 0.06% -2.22% 3.30% -1.36% 0.40% 2.73%

2005 0.76% -3.10% 2.63% 2.97% 0.02% -0.72% 5.04% 0.64% -1.26% -0.09% 0.91% -0.39% 7.41%

2004 0.98% 1.41% -0.12% 0.58% -1.48% 0.91% -7.79% -4.15% -0.61% 1.39% 1.08% 1.21% -6.81%

2003 2.13% 2.13%

Data is produced by Sandbourne Asset Management based on monthly NAV figures from Citco Fund Services (Ireland) Monthly returns for US Dollar and Euro share classes available on request.


Performance History

Launch Jun-04 Dec-04 Jun-05 Dec-05 Jun-06 Dec-06 Jun-07 Dec-07 Jun-08 Dec-08 Jun-09 Dec-09 Jun-10 Dec-10 Jun-11 Dec-11 Jun-12 Dec-1280

100

120

140

160

180

200

220

240

260

280

Sandbourne returns against 1 month LIBOR, Equity Index and Peers

Sandbourne B Shares ($)1m $ LIBORMSCI WorldHFRX Equity Hedge Index

Cum

ulat

ive

Ret

urn


Performance DataA Shares - GBP

2004 2005 2006 2007 2008 2009 2010 2011 2012 Since launch

Return -6.81% 7.41% 2.73% 7.58% 18.62% 45.58% 30.75% -31.87% 25.13% 9.62%

Volatility1 9.25% 7.09% 7.26% 10.34% 20.01% 36.91% 29.10% 27.55% 41.57% 25.07%

Sharpe Ratio -1.22 0.38 -0.28 0.17 0.66 1.21 1.04 -1.18 0.59 0.26

1 Annualised volatility of monthly returns

Correlation (based on B Shares – USD)

Fund/Peers Fund/Market Peers/Market

Since Launch 0.39 0.56 0.83

Last 12 Months 0.83 0.81 0.87

Peers: HFRX Equity Hedge Index

Market: MSCI World Total Return Index


Investment PhilosophyTop-Down: Market Characteristics Equity markets go through extended up- and down-swings which

many investors either ignore, misunderstand or fight against We seek to capture returns on both sides by understanding turning

points and respecting genuine trends We try to avoid temporary reversals and boost gains with top-down

stock plays

Bottom-Up: How to incorporate stock picking Many stock picks take time to play out Long-term stock picks are best separated from market view Look for stock-specific risks and internal prospects to diversify top-

down exposure Don’t restrict net exposure to being the sum of stock-picks


Portfolio Construction – Top DownHorizon 1 to 3 monthsHighly liquid instruments/stocksLong and short positions

Futures Actively used to control net exposure Typically up to +/-100% of net assets

Top Down stock picks 50-80% of net assets Typical position size at initiation 3-4% (depending on liquidity) 20 to 30 positions

Analysis Current issues

– e.g. credit crisis Economic cycle Technical &

sentiment data Valuation


Exposure History

Positive but insubstantial market-timing contribution

More aggressive variation of net exposure, stronger returns

Dec-03

Mar-04Jun-04

Oct-04Jan

-05

May-05

Aug-05Dec-

05

Mar-06

Jul-06Oct-

06Jan

-07

May-07

Aug-07Dec-

07

Mar-08

Jul-08Oct-

08Feb

-09

May-09

Aug-09Dec-

09

Mar-10

Jul-10Oct-

10Feb

-11

May-11

Sep-11

Dec-11

Apr-12Jul-1

2Oct-

12Feb

-13-100%

-50%

0%

50%

100%

150%

200%

250%

300%

Gross ExposureNet Exposure

1 10

Jul-08 Aug-08 Sep-08 Oct-08 Nov-08 Dec-08 Jan-09 Feb-09 Mar-090

100

200

300

400

500

600

Top Down: Example

SANDBOURNE ASSET MANAGEMENT LTD

Short: Wolseley

ShortedAug08: 444p

• Cyclical fall in demand, negative sentiment• Earnings expectations halved and P/E contracted further

Covered Mar09: 159p


Portfolio Construction – Bottom UpCore Trades Companies with internally generated prospects Performance of shares not dependent on market Holding period 6 months or more Mainly long positions Will accept lower levels of liquidity for high conviction ideas 50-80% of net assets Typical position size at initiation 3% 20 to 30 positions Research process:

Internal Company Meetings Brokers

– Broker reports– Sell-side analysts


Portfolio Construction – Bottom UpShort-term Trades Companies with imminent results or newsflow Low correlation to market expected Holding period less than 1 month Both long and short positions Need high levels of liquidity Less than 30% of net assets Typical position size at initiation 3-4% (depending on liquidity) 0 to 10 positions


Summary Process refined and improved over 9 years

Uncorrelated over cycle; above average returns with current strategy

Large management commitment (over $40m)

Process scalable to at least $500m


Appendix


Directors, Managers, Advisors and Fees Launch Date: 01/12/2003 Investment Manager: Sandbourne Asset Management Limited Prime Broker: Goldman Sachs International Lawyer UK: Stephenson Harwood Cayman Islands Lawyer: Maples and Calder Europe Accountant: BDO Administrator: Citco Fund Services (Ireland) Limited Directors: William Scott (Chairman), David Bruce,

Nick England Fees: - 2% per annum Management Fee

- 20% Performance Fee paid annually in arrears, with high watermark.

Capacity Limit: $500-750 million Domicile: Cayman Islands Listing: Irish Stock Exchange (A & B classes)


Key Staff David Bruce – Chief Executive, Fund Manager is the founder of Sandbourne

Asset Management, having left Abbey Life Investment Services Ltd where he was the Managing Director. He spent 11 years in total with Abbey Life in a number of positions including heading up the Japanese desk until 1991 and the UK equity desk thereafter.

Paul Dixon-Box, CFA – Fund Manager graduated from Cambridge University with a degree in Mathematics in 2001 and joined the US desk of Sandbourne Asset Management in August of that year helping to run a US investment trust and subsequently a US long/short equity hedge fund. Paul transferred to the UK desk in April 2003 in preparation for the launch of Sandbourne Fund.

Alison Dean – Director - Operations worked for David Bruce as Operations Manager at Abbey Life before joining Sandbourne Asset Management. She plays a key role in the operation by ensuring that the fund managers have the maximum possible amount of time to spend on actually running the portfolios.

Barbara Minns– Investor Relations joined Sandbourne Asset Management in December 2010 following an 8 year career at J.P. Morgan Investment Bank.


Dealing

Subscriptions: – Minimum subscription for new investors is £100,000 for A Shares,

US$100,000 for B Shares or €100,000 for C Shares– Applications for shares must be received by the Administrator

before 12.00 pm on the Valuation Day immediately preceding the relevant monthly Dealing Day.

Redemptions: – Shares may be redeemed on each monthly Dealing Day at the

Redemption Price then ruling– 21 calendar days notice of redemption


Risk Management Daily monitor

– Sector exposure– Composition of portfolio in terms of large cap, mid cap and

small caps – Liquidity of positions

Balance Sheet – maximum leverage of 150% Operations staff monitor portfolio to ensure that the fund does not

exceed its restrictions Automatic stop losses are NOT used. Adverse moves are

assessed on a daily basis to evaluate changes to risk/reward.


Example Turning Point: 2007 high

88

90

92

94

96

98

100

102

104

S&P

Indi

ces

Reba

sed

0%

10%

20%

30%

40%

50%

60%

S&P 500 TRS&P Equalweighted TR AAII Bullish % (rhs)

Jul 07 Aug 07 Sep 07 Oct 07

Index makes higher high in October, well after first signs of the credit crisis

But investors are too bullish, complacent

And market internals do not confirm new high


Example Futures Trades (FTSE 100)

81% net short at 31 Dec 2007

Covered half of short

on 18 Jan

Went to 44%short on 31 Jan

Covered to 8%short on 17 March

Returned to 43%short on 4 Apr

Increased to 100% short on 16 May

Covered remainingshort on 22 Jan

Covered to 8% long on

17 Sep

Went to 25% short between 19 Sep

and 23 Sep 2008

Chart: Bloomberg


Performance Commentary 2004: Poor stock-selection from purchasing poor-quality, lagging names (having launched

many months into the new bull market). Resolution: Focus on quality stocks and improve selection process, including better analyst contact. Take more decisive action on failing positions.

2005: Both stock-selection and market-timing positive but not strong enough. Resolution: Continue to improve stock-selection, and manage/vary net exposure more aggressively.

2006: Strong market-timing including use of futures but largely offset by stock-selection, including too many shorts caught up in M&A bubble. Resolution: Reduce the number of positions held against market view (shorts in this case). Shrinking portfolio in this manner will likely increase volatility but we believe strong returns will more than compensate.

2007: With increased use of futures, market-timing produced a decent return (final short positioning was costly during the 2H07 but paid off in 1Q08). Stock-selection also satisfactory.

2008: Very strong market-timing returns, but a negative contribution from stock-selection. 2009: Early bullish call produced volatility, but very strong market-timing and stock selection

gains. 2010: Driven by market-timing; stock-selection significantly positive. 2011: Stock-selection poor, particularly cyclicals hurt by rise in risk-aversion. Believe

positioning is correct; added to positions and will hold into 2012 for a recovery. 2012: Strong market-timing gains; small contribution from stock-selection


Contact Information For further information, please contact:

Barbara MinnsSandbourne Asset Management Ltd4 Acorn Business ParkLing RoadPooleBH12 4NZUnited Kingdom

Telephone: +44 1202 305904 Fax: +44 1202 305905 e-mail: [email protected] Website: www.sandbourne.com


This document does not constitute or form any part of an offer to sell or an invitation to purchase or subscribe for shares or other securities, nor may it or any part of it, nor the fact of its distribution, form the basis of, or be relied upon in connection with, any contract relating thereto.

The information contained herein is for background purposes only, has not been verified and is subject to amendment, revision and updating. No representation or warranty, express or implied, is made as to the fairness, accuracy, or completeness of the information contained herein and no reliance should be placed upon it. Sandbourne Asset Management Limited do not accept any liability for any loss howsoever arising, directly or indirectly, from the issue of this document or its contents.

The information in this document is only available in the United Kingdom to investment professionals (as defined in Article 14 of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions Order 2001)) (“the Order”) and accordingly to persons who have professional experience of participating in unregulated schemes or high net worth companies, unincorporated associations, etc, being persons of a kind described in Article 22 of that Order. Persons who do not fall within these categories should take no further action in respect of this document and should not rely on it in any way. This document has not been approved for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly this document may only be issued or passed on in the United Kingdom to those persons referred to above and to whom this document may also be lawfully communicated pursuant to the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001.

The attention of prospective investors is drawn to page 1 of the Continuing Offering Memorandum.

20 May 2013

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