(1) Performance results are presented on a gross basis and net of costs. The net returns reflect the deduction of, among other expenses, management fees, brokerage commissions, administrative fees and performance fees accrued and / or crystallized, as applicable, and include the reinvestment of all dividends, interest and capital gains of our underlying portfolio companies. Net returns reflect the performance of the public shares of Pershing Square Holdings, Ltd. (the society “). Depending on the timing of an individual investor’s specific investment, the net performance for an individual investor may differ from the net performance as set forth herein. Gross returns reflect the overall performance of the Company’s shares and are presented before the deduction of management fees and performance fees, if applicable. Performance data and other information contained in this document are estimated and unaudited. Performance is based on the dollar return for the specific period, including all dividends paid by the Company, calculated from the start of that period to the end of that period.
(2) Reflects the number of positions in issuers in which the Company has previously publicly disclosed an investment, which occurs after the Company has completed its accumulation. Cash, cash equivalents, direct or indirect currencies or other hedges and items of income / expenditure are excluded. Several financial instruments (for example, common stocks and derivatives on common stocks) associated with one (1) issuer count as one (1) position. A position that is included in the number of positions will be deleted from the table only if the investment becomes 0.0% of the portfolio.
(3) For the purpose of determining exposure to equities and debts, investments are valued as follows: (a) equities or debts are valued at their market value, (b) options referring to equities or debts are marked to market, (c) long term call options and short put options (or vice versa, short call options and long put options) held on the same issuer underlying and with the same exercise and the same expiry date are grouped together and treated as synthetic positions in equities, and are valued at the market value of the equivalent long position in equities (or vice versa, the equivalent short position in equities), and (d) equity swaps or futures or debt are marked-to-market on the equity or notional debt underlying the swaps or futures, except for positions referencing Pershing Square Tontine Holdings , Ltd. (“PSTH”), which are marked-to-market. Whether a position is considered long or short is determined by the positive or negative exposure of an investment to rising or falling prices. For example, long put options are considered short exposure.
(4) Includes all issuer equity, debt and derivatives related to equity and issuer debt, as well as associated currency hedges. Cash, cash equivalents, direct or indirect currencies or other hedges and items of income / expenditure are excluded. The market values of the associated currency hedges are included in the associated investment. In the event of a change in market capitalization category from an undisclosed position, this information is not updated until that position is publicly disclosed.
(5) The composition of the portfolio reflects the portfolio positions made public at the date of this report. A position in an issuer is not assigned to a sector until it has been made public.
(6) “Pershing Square Holdings, Ltd. AUM” is equal to the net assets of Pershing Square Holdings, Ltd. calculated in accordance with GAAP without deduction of amounts attributable to accrued performance fees, while adding the principal value of the outstanding debt of the Company ($ 2.43 billion euros and 500 million euros converted to USD at the rate of changes in effect on the balance sheet date, 1.14). Any performance fees crystallized at the end of the year will be reflected in the assets under management for the following period.
(7) “Total Core Strategy AUM” corresponds to the net assets of Pershing Square, LP, Pershing Square International, Ltd. and Pershing Square Holdings, Ltd. (collectively, the “base funds”) calculated in accordance with GAAP without deducting amounts attributable to accrued performance fees, while adding the principal value of the outstanding debt of the Company ($ 2.43 billion and $ 500 million euros converted into USD at the exchange rate in effect on the closing date, 1.14). Redemptions effective at the end of any period (including redemptions attributable to crystallized performance fees, if any) will be reflected in assets under management for the following period.
(8) The “total assets under management of the company” equals the “total assets under management of the basic strategy” as defined in footnote 7, plus the net assets of PS VII Master, LP and PS VII A International, LP (together, the “PSVII Funds”) calculated in accordance with GAAP, without double counting of investments made by a base fund in the PSVII funds. PSVII Funds operate as co-investment vehicles investing primarily in securities of (or seeking to be otherwise exposed to the value of securities issued by) Universal Music Group NV
(9) The “total business assets under management + PSTH” equals “total business assets under management” as defined in footnote 8, plus $ 4 billion raised during the IPO of PSTH, a Delaware corporation, which is a blank check company incorporated for the purpose of effecting a merger, stock exchange, asset acquisition, share purchase, reorganization or a similar business combination with one or more businesses.
Note: each public share of the company carries one vote per share at all times. The total voting rights of the Company (“Total voting rights”) may vary over time taking into account the capital and the voting structure of the Company. As of December 31, 2021, the total voting rights amounted to 399,039,844. There are 199,120,882 public shares and 1 share with special voting rights (held by VoteCo) outstanding (the categories of shares have respectively 1 vote and 199,918,962 votes per share). In addition, the Company currently holds 11,835,868 treasury shares; these Public Shares do not give voting rights. In connection with the payment of a dividend on December 17, 2021, the high water mark per share has been adjusted to $ 45.10.
Under the Dutch Financial Supervision Act (Wet op het financieel toezicht), any person who directly or indirectly acquires or disposes of Company shares and holds voting rights reaching, exceeding or falling below certain thresholds (including 3%, 5% and 10%) of the total voting rights must inform the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financële Markten).
In addition, under the Articles of Association of the Company, a person is required to inform the Company of the number of Public Shares that he or she holds or is deemed to hold (through the direct or indirect holding of financial instruments by that person) if this number reaches, exceeds or falls below 3%, 4%, 4.25%, 4.50%, 4.75% or 5% of the total number of public shares in circulation.
At the date of the placement of the public shares, the total amount of compensation, which is part of the performance fee calculation, was $ 120 million. As at December 31, 2021, the amount of compensation has been reduced in total from approximately $ 78.4 million to $ 41.6 million. The performance fee which may be deducted from time to time on paid shares is equal to 16% of the appreciation of the net asset value less the “additional reduction”. The additional reduction is equal to 20% of the cumulative performance allowances / fees received by the investment manager on the earnings of certain other funds managed by the investment manager plus any additional reduction amount carried over from the previous period (0, $ 0 million in December 31, 2021) and is calculated after taking into account the amount of the compensation. The offset amount compensates for the further reduction until it is fully reduced to zero. On the date of the placement, the total amount of compensation was set by reference to the sum of the costs and other costs of placing and admitting the Public Shares, as well as the commissions paid to the placement agents and other training costs and before admission that had been borne by the investment manager.