GLG INVESTMENTS PLC GLG BALANCED GLG CAPITAL APPRECIATION GLG GLOBAL EQUITY GLG GLOBAL CONVERTIBLE UCITS GLG EUROPEAN EQUITY GLG NORTH AMERICAN EQUITY GLG JAPAN COREALPHA EQUITY GLG UK SELECT EQUITY GLG GLOBAL SUSTAINABILITY EQUITY GLG GLOBAL EMERGING MARKETS EQUITY GLG MENA EQUITY GLG EMERGING ASIA EQUITY GLG EMERGING EUROPE EQUITY GLG FRONTIER MARKETS EQUITY GLG LATIN AMERICAN EQUITY GLG GLOBAL INVESTMENT GRADE BOND (An umbrella fund with segregated liability between sub-funds incorporated as a variable capital investment company in Ireland with registered number 252520 and authorised by the Central Bank of Ireland pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011. PROSPECTUS INVESTMENT MANAGER GLG PARTNERS LP DATED 18 FEBRUARY 2013 IMPORTANT INFORMATION THIS PROSPECTUS The Directors of GLG Investments plc (“the Company”) whose names appear at page viii accept responsibility for the information contained in this document. To the best of the knowledge and belief of 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. The Directors accept responsibility accordingly. This Prospectus may be translated into other languages and such translations shall contain only the same information as this Prospectus. In the event of any inconsistency or ambiguity in relation to the meaning of any word or phrase in any translation, the English text shall prevail and all disputes as to the terms thereof shall be governed by, and construed in accordance with, the law of Ireland. INVESTOR RESPONSIBILITY Prospective investors should review this Prospectus carefully and in its entirety and consult with their legal, tax and financial advisers in relation to (i) the legal requirements within their own countries for the purchase, holding, exchange, redemption or disposal of Shares; (ii) any foreign exchange restrictions to which they are subject in their own countries in relation to the purchase, holding, exchange, redemption or disposal of Shares; and (iii) the legal, tax, financial or other consequences of subscribing for, purchasing, holding, exchanging, redeeming or disposing of Shares. Prospective investors should seek the advice of their legal, tax and financial advisers if they have any doubts regarding the contents of this Prospectus. AUTHORISATION BY THE CENTRAL BANK The Company is authorised by the Central Bank of Ireland (the “Central Bank”) as an Undertaking for Collective Investment in Transferable Securities under the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 (S.I. 352 of 2011). All of the current Portfolios of the Company are subject to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 (S.I. 352 of 2011). The authorisation of the Company by the Central Bank shall not constitute a warranty as to the performance of the Company and the Central Bank shall not be liable for the performance or default of the Company. Authorisation of the Company by the Central Bank is not an endorsement or guarantee of the Company by the Central Bank nor is the Central Bank responsible for the contents of the Prospectus. DISTRIBUTION AND SELLING RESTRICTIONS The distribution of this Prospectus and the offering or purchase of the Shares may be restricted in certain jurisdictions. No persons receiving a copy of this Prospectus or the accompanying Application Form in any such jurisdiction may treat this Prospectus or such Application Form as constituting an invitation to them to subscribe for Shares, nor should they in any event use such Application Form, unless in the relevant jurisdiction such an invitation could lawfully be made to them and such Application Form could lawfully be used without compliance with any registration or other legal requirements. The Company qualifies as a UCITS and has been recognised by the Financial Services Authority in the United Kingdom under Section 264 of the Financial Services and Markets Act 2000. The Company may, in due course, make similar application in other EU Member States. No Shares shall be issued in the U.S. or to any U.S. Person other than to certain employees who meet the definition of a “knowledgeable employee” as defined under Rule 3c-5 of the US Investment Company Act of 1940, as amended (the “US Company Act”). 21836262.113 ii The Shares have not been, nor will they be, registered or qualified under the United States Securities Act of 1933, as amended (the "Securities Act") or any applicable securities laws of any state or other political sub divisions of the United States of America. Except with respect to Permitted U.S. Persons, the Shares may not be offered, sold, transferred or delivered directly or indirectly in the U.S. or to any U.S. Person. Any sales or transfers of Shares in violation of the foregoing shall be prohibited and treated by the Fund as void. All applicants and transferees of Shares must complete an Application Form which confirms, among other things, that a purchase or a transfer of Shares would not result in a sale or transfer to an entity which is a U.S. Person precluded from the purchase of Shares hereunder. In reliance on Section 3(c)(7) of the U.S. Investment Company Act of 1940, as amended (the "U.S. Company Act"), neither the Company nor any Portfolio will register as an investment company because any Shares sold within the U.S. will be sold on a private placement basis, to persons who are “qualified purchasers” (as defined in Section 2(a)(51) of the U.S. Company Act and the regulations thereunder) or “knowledgeable employees” as defined under Rule 3c-5 of the US Company Act. The Company does not intend to permit investments by “benefit plan investors” (as defined under Section 3(42) of the U.S. Employee Retirement Income Security Act of 1974, as amended and any regulations promulgated thereunder) to equal or exceed 25% of the aggregate Net Asset Value of any Class of Shares of a Portfolio. Notwithstanding anything to the contrary herein, each investor (and each employee, representative or other agent of such investor) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of (i) the Company or a Portfolio and (ii) any of their transactions, and all materials of any kind (including opinions or other tax analyses) that are provided to the investor relating to such tax treatment and tax structure, it being understood that “tax treatment” and “tax structure” do not include the name or identifying information of the Company, any of the Portfolios or the parties to a transaction. STOCK EXCHANGE LISTING Application has been made to the Irish Stock Exchange for the following Classes of Shares in the Portfolios of the Company (the “Applicant Shares”) to be admitted to listing on the Official List and trading on the Main Securities Market of the Irish Stock Exchange: Name of Portfolio Share Class GLG Global Equity Class “D DKK” Shares Class “D NOK” Shares Class “D SEK” Shares Class “D USD Dist” Shares Class “D H CHF” Shares Class “D H DKK” Shares Class “D H GBP” Shares Class “D H NOK” Shares Class “D H SEK” Shares Class “D H EUR Dist” Shares Class “D H GBP Dist” Shares Class “DY H EUR” Shares Class “DY H EUR Dist” Shares Class “I DKK” Shares Class “I GBP” Shares Class “I NOK” Shares Class “I SEK” Shares Class “I USD Dist” Shares Class “I H CHF” Shares Class “I H GBP” Shares Class “I H EUR Dist” Shares Class “I H GBP Dist” Shares GLG Global Convertible UCITS Class “DL H JPY” Shares Class “DL H EUR Dist” Shares Class “DL H GBP Dist” Shares Class “IL USD” Shares Class “IL H GBP” Shares 21836262.113 iii Name of Portfolio Share Class Class “IL H JPY” Shares Class “IL H GBP Dist” Shares Class “IM H GBP” Shares Class “IM H GBP Dist” Shares GLG European Equity Class “D DKK” Shares Class “D NOK” Shares Class “D SEK” Shares Class “DY EUR” Shares Class “DY EUR Dist” Shares Class “D H CHF” Shares Class “D H DKK” Shares Class “D H SEK” Shares Class “D H USD” Shares Class “I DKK” Shares Class “I NOK” Shares Class “I SEK” Shares Class “I USD” Shares Class “I H CHF” Shares Class “I H GBP” Shares GLG Global Sustainability Equity Class “D DKK” Shares Class “D NOK” Shares Class “D SEK” Shares Class “D H CHF” Shares Class “D H DKK” Shares Class “D H GBP” Shares Class “D H NOK” Shares Class “D H SEK” Shares Class “D H USD” Shares Class “I DKK” Shares Class “I EUR” Shares Class “I NOK” Shares Class “I SEK” Shares Class “I H CHF” Shares Class “I H USD” Shares GLG Japan CoreAlpha Equity Class “D DKK” Shares Class “D GBP” Shares Class “D NOK” Shares Class “D SEK” Shares Class “D H DKK” Shares Class “D H NOK” Shares Class “D H SEK” Shares Class “I DKK” Shares Class “I NOK” Shares Class “I SEK” Shares GLG Global Emerging Markets Equity Class “D DKK” Shares Class “D NOK” Shares Class “D SEK” Shares Class “D USD” Shares Class “D H CHF” Shares Class “D H DKK” Shares Class “D H EUR” Shares Class “D H GBP” Shares Class “D H NOK” Shares Class “D H SEK” Shares Class “I DKK” Shares Class “I EUR” Shares Class “I NOK” Shares Class “I SEK” Shares Class “I USD” Shares Class “I H AUD” Shares Class “I H CHF” Shares Class “I H EUR” Shares 21836262.113 iv Name of Portfolio Share Class GLG MENA Equity Class “D USD” Shares Class “D H CHF” Shares Class “D H EUR” Shares Class “D H GBP” Shares Class “I H CHF” Shares