Cash Placing
BH Macro Limited
23 October 2007
23 October 2007
BH Macro Limited
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION,
DISTRIBUTION OR RELEASE IN, OR INTO, DIRECTLY OR INDIRECTLY, THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN OR TO U.S. PERSONS. THE INFORMATION CONTAINED HEREIN
DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE INCLUDING IN THE UNITED
STATES, AUSTRALIA, CANADA OR JAPAN.
CASH PLACING
BH Macro Limited ('BH Macro' or the 'Company') today announces a placing for
cash of new ordinary shares representing in aggregate up to 9.99 per cent of
each class of the Company's existing issued ordinary share capital (the
'Placing').
Following a period of strong performance in volatile markets, the Board is aware
of significant demand for the Company's shares.
Since the Company's initial public offering in March 2007 to 19 October 2007,
the Company's shares have performed as follows:
Percentage share price Percentage net asset
increase value increase
Euro designated 18.00% 13.70%
ordinary shares
('Euro Shares')
U.S dollar 19.90% 14.70%
designated
ordinary shares
('U.S. Dollar
Shares')
Sterling 19.90% 14.80%
designated
ordinary shares
('Sterling
Shares')
As at the close of business on 19 October 2007, the estimated unaudited net
asset value per share of each class of the Company's shares were as follows:
Euro Shares €11.37
U.S. Dollar Shares $11.47
Sterling Shares 1148p
Accordingly in order to address investor demand for the Company's shares, the
Company is undertaking the Placing by way of an accelerated institutional
book-building process.
Pursuant to the Placing, the Company proposes to issue:
• up to 2,781,334 new Euro Shares (the 'New Euro Shares');
• up to 4,679,416 new U.S. Shares (the 'New U.S. Dollar Shares'); and
• up to 1,259,181 new Sterling Shares (the 'New Sterling Shares', and
together with the New Euro Shares and the New U.S. Dollar Shares, the
'Placing Shares').
The Placing, which is subject to the fulfilment of certain conditions, is being
conducted through an accelerated institutional book-building process to be
carried out by Citi, Goldman Sachs International and JPMorgan Cazenove
(together, the 'Managers'), who are acting as joint financial advisers,
bookrunners and joint lead managers in connection with the Placing. In addition,
JPMorgan is acting as joint lead manager in connection with the Placing
(JPMorgan together with the Managers, the 'Banks').
The precise number of Placing Shares and the placing price per share of each
class of Placing Shares (the 'Placing Price') will be determined following the
completion of the book-building, which is scheduled for 5 p.m. (London time)
tomorrow, 24 October 2007 and a further announcement will be made as soon as
practicable once the results of the Placing are known. The Placing Price for
each class of Placing Shares will not be below the prevailing estimated net
asset value per share for the relevant class of the Company's shares at the time
of Admission (as defined below).
The proceeds of the Placing (net of expenses) will be invested on or before 2
November 2007 in the Brevan Howard Master Fund Limited (the 'Master Fund') a
leading global macro fund. The Company has received a commitment from the
manager of the Master Fund that it will accept the net proceeds of the Placing
for investment in the Master Fund. Each of the Master Fund and Brevan Howard
Fund Limited and Brevan Howard Fund L.P., which are both feeder funds to the
Master Fund, are, subject to certain exceptions, closed to additional new or
unconnected investments until 13 March 2008.
Commenting on the announcement, Chairman Ian Plenderleith stated:
'BH Macro has had an excellent start to its life as a public company, with very
encouraging performance figures. In this light, and with strong investor demand,
the Board believes it is appropriate to place these shares to broaden further
the investor base and improve market liquidity in the Company's share capital.'
Background
BH Macro is a closed-ended, limited liability investment company, registered and
incorporated in Guernsey on 17 January 2007 with an unlimited life. The Company
is organised as a feeder fund to invest its assets in the Master Fund.
The Company raised the equivalent of approximately U.S.$1.1 billion in March
2007 in an initial public offering of Euro, U.S. Dollar and Sterling Shares,
which were admitted to trading on the London Stock Exchange on 14 March 2007.
The proceeds of the initial public offering (net of working capital requirements
of €2 million) were invested in the Master Fund in early April 2007.
The investment objective of the Master Fund is to generate consistent long-term
appreciation through active leveraged trading and investment on a global basis.
The Master Fund is predominantly exposed to global fixed income and foreign
exchange markets. It was incorporated on 22 January 2003, launched on 1 April
2003 and raised an initial U.S.$875 million at inception. The estimated net
asset value of the Master Fund as at 30 September 2007 was approximately
U.S.$15.2 billion. The Master Fund employs a combination of investment
strategies that focus primarily on economic change and monetary policy ('macro'
strategies) and market inefficiencies ('relative value' strategies). The
underlying philosophy is to construct strategies, often contingent in nature,
with superior risk/return profiles, whose outcome will often be crystallised by
an expected event occurring within a pre-determined period of time. New trading
strategies are added as investment opportunities present themselves.
Since June 2007, the Company has offered a switching facility pursuant to which
shareholders may elect (at quarterly intervals) to convert from one class of the
Company's shares to another at a price determined by reference to the prevailing
net asset value per share of the relevant classes.
Brevan Howard Offshore Management Limited ('Brevan Howard') is the manager of
the Company. Brevan Howard is also the manager of the Master Fund and has
delegated the responsibility for the investment management of the Master Fund to
its affiliates Brevan Howard Asset Management LLP, Brevan Howard U.S. Asset
Management LP, Brevan Howard (Hong Kong) Limited and Brevan Howard (Israel)
Limited. The Brevan Howard group of affiliated entities employs over 300
personnel (including over 100 investment professionals) across its offices in
Bermuda, Dublin, Hong Kong, Jersey, London, New York, Tel Aviv, Tokyo and
Washington and manages assets in excess of U.S.$16.7 billion (as at 1 October
2007).
Further details regarding the Placing
The books will open with immediate effect. The timing of the closing of the
books, pricing and allocations is at the discretion of BH Macro and the
Managers, although the book-building is expected to close not later than 5 p.m.
(London time) tomorrow, 24 October 2007. However, the Managers reserve the right
to accept further bids after initial allocations have been made. The number of
Placing Shares and the Placing Price for each class of Placing Shares will be
agreed among BH Macro and the Managers at the close of the book-building
process. Details of the number of Placing Shares and the Placing Price for each
class of Placing Shares will be announced as soon as practicable after the close
of the book-building process.
Each class of Placing Shares will be issued credited as fully paid and will rank
pari passu in all respects with the Company's existing ordinary shares of the
same currency class, including the right to receive all dividends and other
distributions declared, made or paid on or in respect of such class of shares
after the date of issue of the Placing Shares. The Company will apply for
admission of the Placing Shares to the Official List of the Financial Services
Authority and to trading on the London Stock Exchange's market for listed
securities (together, 'Admission'). Settlement of the Placing Shares will be on
a T + 3 basis. It is expected that settlement and Admission will take place on
29 October 2007.
Applications for Placing Shares should be communicated to the Banks, specifying
the number of each class of Placing Shares which they wish to offer to subscribe
at the relevant Placing Price. Persons participating in the Placing will receive
Placing Shares subject to the satisfaction of the conditions contained in, and
the non-termination of the placing agreement among the Company and each of the
Banks dated 23 October 2007 (the 'Placing Agreement').
Attention is drawn to the full details of the terms and conditions of the
Placing which are set out in the Appendix to this announcement (and which forms
part of this announcement). Persons participating in the Placing will be deemed
to have read and understood the full terms and conditions relating to the
Placing and to be participating on the basis that they accept such terms and
conditions in full. Certain terms used in this announcement and the Appendix are
defined in the schedule at the end of the announcement.
Further information and enquiries
For further information, please contact:
BH Macro Limited:
Northern Trust International Fund
Administration Services (Guernsey)
Limited
Sue Baines
+ 44 (0) 1481 745 331
Citi: Goldman Sachs International:
Tim Harvey-Samuel Jeremy Sloan
Charles Lytle +44 207 774 1000
+44 207 986 4000
JPMorgan Cazenove: Maitland:
Angus Gordon Lennox Alistair Crabbe
+44 207 155 4605 Neil Bennett
+44 207 379 5151
Important notices
This announcement has been issued by, and is the sole responsibility of BH Macro
Limited.
Members of the public are not eligible to take part in the Placing and no public
offering of securities will be made.
The Company is listed under Chapter 14 of the Listing Rules on the basis of
European Directive requirements and as a consequence the additional standards
and continuing obligations applicable to investment entities listed under
Chapter 15 of the Listing Rules do not apply to the Company. Although the FSA
intends to introduce a unitary regime for the listing of investment entities
during the first quarter of 2008, existing issuers with listings under Chapter
14 will not be required to switch to the unitary regime.
This announcement is for information purposes only and is directed only at: (a)
persons in member states of the European Economic Area who are qualified
investors as defined in Article (2)(1)(e) ('qualified investors') of Directive
2003/71/EC; (b) in the United Kingdom, qualified investors who are persons (1)
who have professional experience in matters relating to investments falling
within Article 19(5) (investment professionals) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the 'Order') or
(2) falling within Article 49(2)(a) to (d) (high net worth companies,
incorporated associations, etc.) of the Order; and (c) other persons to whom it
may otherwise lawfully be communicated (all such persons together being referred
to as 'Relevant Persons').
This announcement must not be acted on or relied on by persons who are not
Relevant Persons. Any investment or investment activity to which this
announcement or the Placing relates is available only to Relevant Persons and
will be engaged in only with Relevant Persons. As regards all persons other than
Relevant Persons, the details of the Placing and the book-building set out in
this announcement are for information purposes only.
Each of Citi, Goldman Sachs International, JPMorgan Cazenove and JPMorgan are
acting for BH Macro Limited and no one else in connection with the Placing and
will not be responsible to any other person for providing the protections
afforded to their respective clients, or for providing advice in relation to the
Placing or any other matter referred to in this announcement.
The Placing Shares have not been, nor will they be, registered under the U.S.
Securities Act of 1933, as amended (the 'Securities Act') or with any securities
regulatory authority of any State or other jurisdiction of the United States,
and accordingly may not be offered, sold or transferred within the United States
except pursuant to an exemption from, or in a transaction not subject to,
registration under the Securities Act. No public offering of the Placing Shares
will be made in the United States. The Placing Shares are being offered and sold
only outside the United States to persons who are not U.S. persons as defined in
and in accordance with Regulation S under the Securities Act ('U.S. Persons'),
who are 'Non-United States persons' for the purposes of the rules of the U.S.
Commodity Futures Trading Commission ('CFTC') and who have executed an investor
representation letter in the form available from the Banks.
The Company has not been and will not be registered under the U.S. Investment
Company Act of 1940, as amended (the 'Investment Company Act') and investors
will not be entitled to the benefits of that Act. Furthermore, Brevan Howard is
not registered under the U.S. Investment Advisers Act of 1940, as amended (the
'Advisers Act'), and as a result, the Company and its investors will not be
entitled to the benefits of the requirements applicable to investment advisers
that are registered under the Advisers Act. Pursuant to an exemption from
registration as a commodity pool operator ('CPO') set forth in CFTC Rule 4.13(a)
(4), Brevan Howard is not required to register, and is not registered, as a CPO
under the U.S. Commodity Exchange Act, as amended, and investors will not be
entitled to the benefits of that Act.
Until 40 days after the commencement of the offering of the securities described
herein an offer or sale of the securities described herein within the United
States by a dealer (whether or not participating in the offering) may violate
the registration requirements of the Securities Act.
This announcement is not for distribution directly or indirectly in or into the
United States, Canada, Australia, Japan or to U.S. Persons. This announcement
does not constitute an offer to sell or issue or the solicitation of an offer to
buy or acquire ordinary shares in the capital of the Company in the United
States, Canada, Australia, Japan or to U.S. Persons or in any jurisdiction in
which such an offer or solicitation is unlawful.
Certain statements in this announcement may be forward-looking statements,
including, without limitation, statements containing the words 'believes',
'estimates', 'anticipates', 'expects', 'intends', 'may', 'will', or 'should' or,
in each case, their negative or other variations or similar expressions. Such
forward-looking statements involve unknown risk, uncertainties and other
factors, which may cause the actual results of operations, performance or
achievement of the Company, or industry results, to be materially different from
any future results, performance or achievements expressed or implied by such
forward-looking statements. Given these uncertainties, you are cautioned not to
place any undue reliance on such forward-looking statements, which speak only as
at the date of this announcement. Subject to its legal and regulatory
obligations (including under the Listing Rules and the Disclosure and
Transparency Rules), the Company undertakes no obligation to update or revise
any forward-looking statement contained in this announcement to reflect any
change in expectations with regard thereto or any change in events, conditions
or circumstances on which any statement is based.
The net asset value figures included in this announcement are estimates, and are
based on unaudited estimated valuations. The final month-end net asset values
may be materially different from these estimated weekly values, which should
only be taken as indicative values which have been provided for information only
and no reliance should be placed on them. Estimated results, performance or
achievements may differ materially from any actual results, performance or
achievements. Except as required by applicable law and regulation, the Company
expressly disclaims any obligations to update or revise such estimates to
reflect any change in expectations, new information, subsequent events or
otherwise.
It should be noted that past performance is not necessarily indicative of the
future performance of the Placing Shares, the existing ordinary shares of the
Company or the Master Fund. Further, any indication in this announcement of the
price at which securities of the Company have been bought or sold in the past
cannot be relied upon as a guide to future performance of the securities of the
Company or of the Master Fund. No statement in this announcement is intended to
be a profit forecast or dividend forecast.
BH Macro Limited is a closed-ended investment company registered and
incorporated in Guernsey on 17 January 2007 (Registration Number: 46235) with
its registered office at Trafalgar Court, Les Banques, St. Peter Port, Guernsey
GYI 3QL, Channel Islands.
Appendix
TERMS AND CONDITIONS
IMPORTANT INFORMATION REGARDING THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A)
PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED
INVESTORS AS DEFINED IN ARTICLE (2)(1)(e) ('QUALIFIED INVESTORS') OF DIRECTIVE
2003/71/EC; (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS (1)
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING
WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE 'ORDER') OR
(2) FALLING WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES,
INCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (C) OTHER PERSONS TO WHOM IT
MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED
TO AS 'RELEVANT PERSONS') AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT
BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT
OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET
OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN
ONLY WITH RELEVANT PERSONS. NEITHER THIS APPENDIX NOR THE ANNOUNCEMENT OF WHICH
IT FORMS PART CONSTITUTES AN OFFER OR AN INVITATION TO ACQUIRE OR DISPOSE OF ANY
SECURITIES IN BH MACRO LIMITED.
Persons choosing to participate in the Placing by making an oral or written
offer to acquire Placing Shares will be deemed to have read and understood this
Appendix and the announcement of which it forms part in their entirety and to be
making such offer on the terms and conditions, and to be providing the
representations, warranties and acknowledgements, contained in this Appendix. In
particular each participant will represent, warrant and acknowledge that it is a
Relevant Person. Further, each participant will represent and agree that it is
outside the United States, is not a U.S Person, is a Non-United States person,
is subscribing for Placing Shares in an 'offshore transaction' (within the
meaning of Regulation S ('Regulation S') under the U.S. Securities Act of 1933,
as amended (the 'Securities Act')) and is purchasing the Placing Shares for its
own account or is purchasing the Placing Shares for an account with respect to
which it exercises sole investment discretion and that it (and any such account)
is outside the United States or it is a dealer or other professional fiduciary
in the United States acting on a discretionary basis for non-U.S. beneficial
owners (other than an estate or trust), in reliance upon Regulation S. See
'Representations and Warranties' elsewhere in this Appendix for further
representations and warranties that participants will be deemed to make by
participating in the book-building.
The securities described herein are being offered and sold outside the United
States to persons who are not U.S. Persons in reliance on Regulation S.
Until 40 days after the commencement of the offering of the securities described
herein an offer or sale of the securities described herein within the United
States by a dealer (whether or not participating in the offering) may violate
the registration requirements of the Securities Act.
This Appendix and the announcement of which it forms part do not constitute an
offer to sell or the invitation or solicitation of an offer to buy or subscribe
for ordinary shares in the capital of BH Macro Limited ('BH Macro' or the
'Company') in the United States, Canada, Australia, Japan or in any jurisdiction
in which such offer or solicitation is unlawful (the 'Restricted Jurisdictions')
and the information contained herein is not for publication or distribution,
directly or indirectly, to persons in any Restricted Jurisdiction or to U.S.
Persons. In particular, this Appendix and the announcement of which it forms
part are not an offer for sale of the securities in the United States, and the
securities have not been and will not be registered under the Securities Act,
and may not be sold in the United States absent registration or an exemption
from registration under the Securities Act.
Accordingly, the Placing Shares may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into the United States, Canada, Australia, or Japan or to
U.S. Persons. Any persons who have a contractual or other legal obligation to
forward a copy of this Appendix or the announcement of which it forms part to a
jurisdiction outside the United Kingdom should seek appropriate advice before
taking any action.
The distribution of this announcement and the placing of the Placing Shares in
certain other jurisdictions may be restricted by law. No action has been taken
by the Company, Brevan Howard or the Banks that would permit an offer of such
ordinary shares or possession or distribution of this announcement or any other
offering or publicity material relating to such shares in any jurisdiction where
action for that purpose is required. Persons into whose possession this
announcement comes are required by the Company, Brevan Howard and the Banks to
inform themselves about and to observe any such restrictions.
The Placing and the Placing Shares
Each of Citi, Goldman Sachs International and JPMorgan Cazenove have been
appointed as joint global coordinators, joint lead bookrunners and joint lead
managers to the Placing. In addition, JPMorgan has been appointed as a joint
lead manager.
Pursuant to the Placing Agreement, the Banks have, on the terms and conditions
set out therein, undertaken severally as agents for the Company to use their
reasonable endeavours to procure subscribers for the Placing Shares, failing
which the Managers have undertaken to subscribe themselves or procure
subscriptions by one or more subscribers for the Placing Shares. The Company has
agreed to pay the Managers a commission of 2.25 per cent. of the gross proceeds
of the Offering.
The obligations of the Banks under the Placing Agreement are conditional upon,
inter alia, (i) agreement with the Company on the number of Placing Shares and
the Placing Price, (ii) the warranties and undertakings given by the Company
being accurate and not misleading at all times up until Admission, (iii)
Admission occurring no later than 8.00 a.m. on 29 October 2007 or such other
time or date as the Company and the Managers may agree in writing, (iv) in the
opinion of the Managers there not having occurred since the date of the Placing
Agreement certain events that may constitute a material adverse change in
relation the Company or more generally, and as further described below.
Each class of Placing Shares will be issued credited as fully paid and will rank
pari passu with the Company's existing ordinary shares of the same currency
class, including the right to receive all dividends and other distributions
declared, made or paid on or in respect of such class of shares after the date
of issue of the Placing Shares.
Applications
Commencing today, each of the Managers will be conducting an accelerated
book-building process to determine demand for each class of Placing Shares. This
Appendix gives details of the terms and conditions of, and the mechanics of
participation in, the Placing.
The Company will make a further announcement following the close of the
book-building detailing the number of each class of Placing Shares to be sold
and the Placing Price per share for each class of Placing Shares (the 'Pricing
Announcement').
Allocations (if any) of Placing Shares will be confirmed orally following the
close of the book-building and contract notes confirming the agreement to
subscribe for Placing Shares will be dispatched as soon as possible thereafter.
A Bank's oral confirmation will constitute acceptance of an offer to acquire
Placing Shares and create a legally binding commitment to subscribe for the
number of Placing Shares allocated on the terms and conditions set out in this
Appendix and in accordance with the Company's constitutional documents.
The Banks will be entitled to effect the Placing by such alternative method to
the book-building process as they may, in their sole discretion, determine. To
the fullest extent permissible by law, none of the Banks nor any of their
respective holding companies, subsidiaries, branches, affiliates or associated
undertakings or any subsidiary, branch, affiliate or associated undertaking of
any such holding company (each an 'Affiliate') shall have any liability to
persons allocated any Placing Shares in the Placing (each a 'Placee') or to any
other person whether acting on behalf of a Placee or otherwise. In particular,
none of the Banks nor any of their respective Affiliates shall have any
liability in respect of its conduct of the book-building process or of such
alternative method of effecting the Placing as the Banks may determine.
Each of the Banks and its Affiliates is entitled to participate as principal in
the book-building process.
Principal terms of the book-building
1. The Banks are arranging the Placing as agents of the Company.
2. The book-building process will establish a single Placing Price for each
class of Placing Shares payable by all Placees whose bids are successful to the
Banks. The Placing Price will be agreed between the Managers and the Company
following completion of the book-building process. The Placing Price for each
class of Placing Shares will not be below the prevailing estimated net asset
value per share for the relevant class of the Company's shares at the time of
Admission.
3. The number of each class of Placing Shares to be issued and the Placing Price
for each class of Placing Shares will be determined by the Company and the
Managers following completion of the book-building.
4. Bids should be communicated by telephone to a participant's usual sales
contact at the Banks. Bids should state the number and class of Placing Shares
which are being offered to be acquired at either the Placing Price which is
ultimately established by the Company and the Managers or at an amount up to a
price limit specified in the bid.
5. The Managers reserve the right not to accept bids or to accept bids in part
rather than in whole and may scale down any bids for this purpose on such basis
as they may determine. The acceptance of bids and the allocation of Placing
Shares (if any) shall be in the absolute discretion of the Managers.
6. The book-building process is expected to close during the course of the
afternoon of 24 October 2007, but may be closed earlier or later, on that or any
other day, at the sole discretion of the Managers. The Managers may, at their
sole discretion, accept bids that are received after the book-building has
closed.
7. Allocations will be confirmed orally by the Banks as soon as practicable
following the close of the book building. A Bank's oral confirmation of an
allocation will give rise to a legally binding commitment by the Placee
concerned, in favour of the Banks and the Company, under which it agrees to
acquire the number of Placing Shares allocated to it at the applicable Placing
Price on the terms and subject to the conditions set out in this Appendix and
the Company's constitutional documents.
8. All bids will be made on the terms and subject to the conditions in this
Appendix and will be legally binding on the Placee on behalf of which it is made
and except with the Banks' and the Company's consent will not be capable of
variation or revocation after the time at which it submitted. Each Placee will
have an immediate, separate, irrevocable and binding obligation, owed to the
Banks, to pay to the Banks (or as they may direct) in cleared funds an amount
equal to the product of the Placing Price and the amount of Placing Shares for
each class or classes of Placing Shares that such Placee has agreed to acquire.
Each Placee's obligations will be owed to the Company and to the Banks.
9. Irrespective of the time at which a Placee's allocation(s) pursuant to the
Placing is/are confirmed, settlement for all Placing Shares to be acquired
pursuant to the Placing will be required to be made at the same time, on the
basis explained below under 'Settlement and Admission'.
10. All obligations under the book-building and the Placing will be subject to
fulfilment of the conditions referred to below under 'Conditions of the Placing'
and to the Placing not being terminated on the basis referred to below under
'Right to terminate under the Placing Agreement'.
Settlement and Admission
Placees will be sent a contract note or electronic confirmation which will
confirm the number and class of Placing Shares allocated to them, the applicable
Placing Price and the aggregate amount owed by them. Each Placee will be deemed
to agree that it will do all things necessary to ensure that delivery and
payment is completed in accordance with either the standing CREST or
certificated settlement instructions which they have in place with the Banks.
Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system. Settlement through CREST will be on a T + 3 basis
unless otherwise notified by the Banks. Settlement will be on a delivery versus
payment basis. However, in the event of any difficulties or delays in the
admission of the Placing Shares to CREST or the use of CREST in relation to the
Placing, the Company and the Banks may agree that the Placing Shares should be
issued in certificated form. The Banks reserve the right to require settlement
for the Placing Shares, and to deliver the Placing Shares to Placees, by such
other means as they deem necessary if delivery or settlement to Placees is not
practicable within the CREST system or would not be consistent with regulatory
requirements in a Placee's jurisdiction.
Interest is chargeable daily on payments not received on the due date in
accordance with the arrangements set out above, in respect of either CREST or
certificated deliveries, at the rate of 5 percentage points above prevailing
LIBOR.
If Placees do not comply with their obligations the Managers may sell their
Placing Shares on their behalf and retain from the proceeds, for their own
account and benefit, an amount equal to the Placing Price of each share sold
plus any interest due. Placees will, however, remain liable for any shortfall
below the Placing Price and for any stamp duty or stamp duty reserve tax
(together with any interest or penalties) which may arise upon the sale of their
Placing Shares on their behalf.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that, upon receipt, the contract note is copied and
delivered immediately to the relevant person within that organisation.
Placees will not be entitled to receive any fee or commission in connection with
the Placing.
Time shall be of the essence as regards the obligations of Placees to settle
payment for the Placing Shares and to comply with their other obligations under
this Appendix.
The Company will apply for admission of the Placing Shares to the Official List
of the Financial Services Authority and to listing on the London Stock
Exchange's market for listed securities. It is expected that settlement and
Admission will take place and that trading will commence in the Placing Shares
on 29 October 2007.
Conditions of the Placing
The obligations of the Banks under the Placing Agreement in relation to the
Placing are conditional (inter alia) on:
(a) publication of the Pricing Announcement through a Regulatory
Information Service as soon as practicable after the execution of a terms of
subscription between the Banks and the Company setting out the number of Shares
of each class to be issued pursuant to the Placing;
(b) the warranties of the Company contained in the Placing
Agreement being true and accurate and not misleading on and as of the date of
the Placing Agreement, the date of pricing and on the date of Admission (by
reference to the facts then subsisting) of the Placing Shares;
(c) the Company complying with all of its obligations and
satisfying all conditions under the Placing Agreement;
(d) Admission of the Placing Shares occurring not later than 8.00
a.m. on 29 October 2007 or such other date as may be agreed between the Company
and the Managers; and
(e) since the date of the Placing Agreement, none of the Company,
the Master Fund or Brevan Howard having sustained any loss or interference with
its business from fire, explosion, flood or other calamity, whether or not
covered by insurance, or from any labour dispute court or governmental action,
order or decree and there not having been any change in the share capital or
long-term debt of the Company, the Master Fund, or Brevan Howard or any change
or any development involving a prospective change, in or affecting the general
affairs, management, financial position, shareholders' equity or results of
operations of the Company, the Master Fund, or Brevan Howard the effect of
which, in any such case described in (i) or (ii), is in the judgment of the
Managers so material and adverse as to make it impracticable or inadvisable to
proceed with the Placing or the delivery of the Placing Shares; and
(f) on or after the date of the Placing Agreement there shall
not have occurred any of the following: (i) a suspension or material limitation
in trading in securities generally on the London Stock Exchange, the New York
Stock Exchange or NASDAQ; (ii) a suspension or material limitation in trading in
the Company's securities on the London Stock Exchange; (iii) a general
moratorium on commercial banking activities in London or New York declared by
the relevant authorities or a material disruption in commercial banking or
securities settlement or clearance services in the United Kingdom or the United
States; (iv) a change or development involving a prospective change in taxation
adversely affecting the Company, the Placing Shares or the issue or transfer
thereof; (v) the outbreak or escalation of hostilities or incidence of terrorist
action involving the United Kingdom, Guernsey or the United States or the
declaration by the United Kingdom, Guernsey or the United States of a national
emergency or war; or (vi) the occurrence of any other calamity or crisis or any
change in financial, political or economic conditions or currency exchange rates
or controls in the United Kingdom, Guernsey, the United States or elsewhere, if
the effect of any such event specified in (v) or (vi) in the judgment of the
Managers makes it impracticable or inadvisable to proceed with the Placing or
the delivery of the Placing.
If (a) the conditions in the Placing Agreement relating to the Placing are not
satisfied or waived by the Managers (in their absolute discretion) within the
stated time period (or such later time and/or date as the Managers may decide)
or (b) the Placing Agreement is terminated in the circumstances specified below
prior to Admission of the Placing Shares, the Placing will not take place and
the rights and obligations of Placees hereunder in respect hereof shall cease
and determine at such time and no claim can be made in respect thereof.
By participating in the book-building process, each participant agrees that its
rights and obligations hereunder in relation to the Placing are conditional upon
the Placing Agreement becoming unconditional in all respects and not being
terminated and will terminate only in the circumstances described above (or
otherwise in circumstances in which the Managers or the Company are entitled to
terminate them) and will not be capable of rescission or termination by that
participant.
The Managers reserve the right to waive or to extend the time and /or date for
fulfilment of any of the conditions in the Placing Agreement. The Banks shall
have no liability to any Placee (or to any other person whether acting on behalf
of a Placee or otherwise) in respect of any decision they may make as to whether
or not to invoke, waive or to extend the time and/or date for the satisfaction
of any condition in the Placing Agreement, and by participating in the
book-building each participant agrees that any such decision is within the
absolute discretion of the Managers.
Right to terminate under the Placing Agreement
The Managers may, after consultation with the Company, terminate the Placing
Agreement if at any time on or before Admission by notice in writing in certain
circumstances including:
(a) there has been any breach of, or any event rendering untrue
or incorrect in any respect any of the representations and warranties of the
Company contained in the Placing Agreement or any failure to perform any of the
Company's undertakings or agreements in the Placing Agreement; or
(b) any of the conditions specified in the Placing Agreement has
not been satisfied or waived by the Banks; or
(c) in the opinion of the Managers there shall have been any
material adverse change, or any development likely to involve a prospective
material adverse change, (in each case whether or not foreseeable at the date of
this Agreement) in the condition, (financial or otherwise) or in the earnings,
business affairs or business or financial prospects of the Company, the Master
Fund or Brevan Howard whether or not arising in the ordinary course of business;
or
(d) on or after the date of the Placing Agreement there shall
have occurred any of the following: (A) a suspension or material limitation in
trading in securities generally on the London Stock Exchange, the New York Stock
Exchange or NASDAQ; (B) a general moratorium on commercial banking activities in
London, or New York declared by the relevant authorities, a general moratorium
on commercial banking activities declared by the European Central Bank or a
material disruption in commercial banking or securities settlement or clearance
services in the United Kingdom, Guernsey or the United States; (C) a change or
development involving a prospective change in taxation materially and adversely
affecting the Company, the Placing Shares or the issue or transfer thereof, (D)
the outbreak or escalation of hostilities, or incidence of terrorist action,
involving the United Kingdom, the Guernsey or the United States or the
declaration by the United Kingdom, Guernsey or the United States of a national
emergency or war; or (E) the occurrence of any other calamity or crisis or
change in financial, political or economic conditions or currency exchange rates
or controls in the United Kingdom, the United States, Guernsey or elsewhere, if
in the case of (D) and (E) above the effect of any such event in the judgment of
the Managers makes it impracticable or inadvisable to proceed with the Placing
or the delivery of the Placing Shares. In the event that the Managers terminate
the Placing Agreement, all obligations of the parties in relation to the Placing
and under the Placing Agreement shall immediately cease to have effect, in each
case except to the extent specified in the Placing Agreement.
By participating in the Placing, each participant agrees that the exercise by
the Managers or the Company of any right or termination or other discretion
under the Placing Agreement shall be within the absolute discretion of the
Managers or the Company (as the case may be, and that none of them need make any
reference to any such participant and that none of them shall have any liability
to any participant whatsoever in connection with any such exercise).
No Prospectus
The Placing Shares are being offered to Relevant Persons only and will not be
offered in such a way as to require a prospectus in Guernsey or the United
Kingdom or elsewhere. No prospectus has been or will be submitted to be approved
by the Guernsey Financial Services Commission nor the States of Guernsey Policy
Council nor the FSA in relation to the Placing and each participant's commitment
will be made solely on the basis of the information contained in this
announcement and any Publicly Available Information (as such term is defined
below). Each participant, by participating in the Placing agrees that the
content of this announcement and the Pricing Announcement is exclusively the
responsibility of the Company, and each participant confirms that it has neither
received nor relied on any other information, representation, warranty or
statement made by or on behalf of the Banks, the Company or Brevan Howard and it
will not be liable for any person's decision to accept this invitation to
participate in the Placing based on any other information, representation,
warranty or statement. Each participant acknowledges and agrees that it has
relied on its own investigation of the business, financial or other position of
the Company in deciding to participate in the Placing. Nothing in this paragraph
shall exclude the liability of any person for fraudulent misrepresentation.
Representations and Warranties
By participating in the book-building, each participant (and any person acting
on its behalf) represents, warrants, acknowledges, undertakes and agrees that:
1. it has received and read this Appendix and the announcement of which it forms
part in its entirety and has not redistributed it;
2. it has not received a prospectus or other offering document in connection
with the placing of the Placing Shares and acknowledges that no prospectus or
other offering document has been prepared in connection with the placing of the
Placing Shares; and the only information on which it is entitled to rely and on
which it has relied in committing itself to acquire the Placing Shares is
contained in this announcement and any other Publicly Available Information (as
defined below), such information being all that it deems necessary to make an
investment decision in respect of the Placing Shares;
3. the content of this Appendix and the announcement of which it forms part is
exclusively the responsibility of the Company and that neither the Managers nor
Brevan Howard nor any of their respective affiliates nor any person acting on
behalf of any of them has or shall have any liability for any information,
representation or statement contained in this Appendix and/or the announcement
of which it forms part of or any information previously published by or on
behalf of the Company;
4. (i) it has made its own assessment of the Company, the Placing Shares and the
terms of the Placing, (ii) neither the Company nor Brevan Howard nor the Banks
nor their respective Affiliates has made any representation to it, express or
implied, with respect to the Company, the Master Fund, the Placing or the
Placing Shares or the accuracy, completeness or adequacy of this announcement,
the Pricing Announcement, any other information publicly announced to a
Regulatory Information Service by or on behalf of the Company prior to the date
of this announcement or the Company's prospectus dated 7 February 2007 as
supplemented by the supplementary prospectus dated 2 March 2007 (together, the
'Publicly Available Information') and (iii) it has made its own investigation of
the business, financial and other position of the Company and the terms of the
Placing, satisfied itself that the information is still current and relied on
that investigation for the purposes of its decision to participate in the
Placing;
5. it has neither received nor relied on any information, representation,
warranty or statement made by or on behalf of the Banks, the Company or Brevan
Howard other than the information contained in this announcement and that
neither the Banks, the Company nor Brevan Howard will be liable for any person's
decision to accept an invitation to participate in the Placing (and any
resulting investment) based on any other information, representation, warranty
or statement;
6. it (and/or any beneficial owner on whose behalf it is making an investment)
is entitled to acquire Placing Shares under the laws of all relevant
jurisdictions which apply to it (and/or any such beneficial owner) and that it
(and/or any such beneficial owner) has fully observed such laws and obtained all
such governmental and other guarantees and other consents which may be required
thereunder and complied with all necessary formalities;
7. it (i) is not a U.S. Person and is acquiring the Placing Shares for its own
account or (ii) is outside the United States and is acquiring the Placing Shares
for the account of a non-U.S. Person with respect to which it exercises sole
investment discretion or (iii) it is a dealer or other professional fiduciary in
the United States acting in reliance upon Regulation S under the Securities Act
on a discretionary basis for a non-U.S. Person;
8. the Placing Shares have not been and will not be registered in the United
States under the Securities Act or under the securities laws of any of the
states of the United States, or under the securities legislation of Australia,
Canada or Japan, or approved or disapproved by the U.S. Securities and Exchange
Commission, any state securities commission in the United States or any other
United States regulatory authority and, subject to certain exceptions, may not
be offered, sold, taken up, renounced or delivered or transferred, directly or
indirectly, within those jurisdictions;
9. it (and/or any person on whose behalf it is acting) is purchasing the Placing
Shares in an 'offshore transaction' in accordance with Rule 903 or Rule 904 of
Regulation S, and has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of an investment in
the Placing Shares, is able to bear the economic risk of an investment in the
Placing Shares, is able to sustain a complete loss of the investment in the
Placing Shares and has no need for liquidity with respect to its investment in
the Placing Shares and is subscribing for the Placing Shares for investment
purposes and not with a view to any distribution or for resale in connection
with, the distribution thereof in whole or in part, in the United States;
10. no representation has been made as to the availability of any exemption
under the Securities Act for the reoffer, resale, pledge or transfer of the
Placing Shares;
11. it and the person, if any, for whose account it is acquiring the Placing
Shares are Non- United States persons as defined in CFTC Rule 4.7(a)(1)(iv).
Under CFTC Rule 4.7(a)(1)(iv) 'Non-United States person' means: (A) a natural
person who is not a resident of the United States; (B) a partnership,
corporation or other entity, other than an entity organised principally for
passive investment, organised under the laws of a foreign jurisdiction and which
has its principal place of business in a foreign jurisdiction; (C) an estate or
trust, the income of which is not subject to United States income tax regardless
of source; (D) an entity organised principally for passive investment such as a
pool, investment company or other similar entity; provided, that units of
participation in the entity held by persons who do not qualify as Non-United
States persons or otherwise as qualified eligible persons represent in the
aggregate less than 10% of the beneficial interest in the entity, and that such
entity was not formed principally for the purpose of facilitating investment by
persons who do not qualify as Non-United States persons in a pool with respect
to which the operator is exempt from certain requirements of Part 4 of the
Commission's regulations by virtue of its participants being Non-United States
persons; or (E) a pension plan for the employees, officers or principals of an
entity organised and with its principal place of business outside the United
States.
12. it is not, and is not purchasing Placing Shares on behalf of, or with the
assets of, a benefit plan investor (as defined in Section 3(42) of the US
Employee Retirement Income Security Act of 1974, as amended ('ERISA')), a plan
or other arrangement subject to provisions under applicable federal, state,
local, non-US or other laws or regulations that are substantially similar to
Section 406 of ERISA or Section 4975 of the US Internal Revenue Code of 1986, as
amended (the 'Code'). A benefit plan investor (as defined in Section 3(42) of
ERISA) includes any employee benefit plan that is subject to Part 4 of Subtitle
B of Title I of ERISA, any plan that is subject to Section 4975 of the Code, and
any entity whose underlying assets include plan assets by reason of a plan's
investment in the entity, including an insurance company any of whose general
account assets include plan assets and a wholly-owned subsidiary thereof;
12. it will not engage in hedging transactions with regard to the Placing Shares
unless in compliance with the Securities Act;
13. if it is a pension fund or investment company, its purchase of Placing
Shares is in full compliance with all applicable laws and regulations;
14. participation in the Placing is on the basis that it is not and will not be
a client of the Banks and that the Banks have no duties or responsibilities to a
participant for providing protections afforded to their respective clients or
for providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement;
15. it will make payment to the Banks in accordance with the terms and
conditions of this announcement on the due times and dates set out in this
announcement, failing which the relevant Placing Shares may be placed with
others on such terms as the Banks determine, or the Banks or the Company may
take such other actions as otherwise contemplated by this Appendix or the
Company's constitutional documents;
16. acknowledges that where it is subscribing for Placing Shares for one or more
managed accounts, it is authorised in writing by each managed account (i) to
subscribe for the Placing Shares for each managed account, (ii) to make on each
managed account's behalf the representations, warranties and agreements in this
Appendix and the announcement of which it forms part, and (iii) to receive on
its behalf any investment letter relating to the Placing in the form provided by
the Banks. It agrees to indemnify (on an after tax basis) and hold each of the
Banks, the Company, Brevan Howard and their respective affiliates harmless from
and against any and all costs, claims, liabilities and expenses (including legal
fees and expenses) arising out of or in connection with any breach of the
representations, warranties and acknowledgements in this paragraph. It agrees
that the provisions of this paragraph shall survive the resale of the Placing
Shares by or on behalf of the managed accounts;
17. to pay any capital duty, stamp duty or stamp duty reserve tax and all other
stamp, issue, securities, transfer, registration, documentary or other similar
duties or taxes payable or otherwise required to be paid in any jurisdiction in
respect of the allotment, issue, delivery or transfer of the Placing Shares or
any interest therein to or by it, or the acquisition or disposal of, or in
connection with any agreement to subscribe or for the allotment, issue, delivery
or transfer of, the Placing Shares or any interest therein to it or by it
pursuant to or as a result of the arrangements contemplated by the Placing
Agreement or this Appendix or in connection with the issue, execution or
delivery of the Placing Agreement or this Appendix and any interest or penalties
payable in respect thereof and to indemnify (on an after tax basis) and hold
each of the Banks, the Company, Brevan Howard and their respective agents
harmless to the extent that any of them pay or are or become liable to pay any
amount in respect of such duties and taxes. References in this paragraph to
Placing Shares include any interest in, or rights to allotment of, or rights to
subscribe for or options to subscribe, Placing Shares. None of the Banks, the
Company nor Brevan Howard shall be liable to pay any amount pursuant to this
paragraph;
18. the person whom it specifies for registration as holder of the Placing
Shares will be (i) the Placee or (ii) a nominee of the Placee, as the case may
be. None of the Banks, the Company nor Brevan Howard nor any of their respective
affiliates will be responsible for any liability to stamp duty or stamp duty
reserve tax resulting from a failure to observe this requirement. Each Placee
and any person acting on behalf of the Placee agrees to acquire Placing Shares
on the basis that the Placing Shares will be allocated to a stock account of
JPMorgan Cazenove who will hold them as nominee on behalf of the Placee until
settlement in accordance with its standing settlement instructions;
19. if it is in a member state of the European Economic Area, it is a 'Qualified
Investor' as such term is defined in section 86(7) of FSMA or in Article 2(1)(e)
of Directive 2003/71/EC;
20. if it is in the United Kingdom, it is a person (i) who has professional
experience in matters relating to investments and fall within article 19(5)
(investment professionals) of the Order or (ii) who falls under article 49(2)(a)
to (d) (high net worth companies, unincorporated associations etc.) of the
Order, and it undertakes that it will acquire, hold, manage or dispose of any
Placing Shares that are allocated to it for the purposes of its business;
21. it has not offered or sold and, prior to the expiry of a period of six
months from the relevant settlement date, will not offer or sell any Placing
Shares to persons in the United Kingdom except to qualified investors (as
defined in section 86(7) of FSMA) or otherwise in circumstances which have not
resulted and which will not result in an offer to the public in the United
Kingdom within section 85(1) of FSMA;
22. it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of FSMA) relating to
the Placing Shares in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person;
23. so far as it is aware it is not acting in concert (within the meaning given
in the City Code on Takeovers and Mergers) with any other participant in
relation to the Company;
24. its obligations under the Placing are valid, binding and enforceable and it
has all necessary capacity and has obtained all necessary consents and
authorities to enable it to acquire and pay for the Placing Shares, participate
in the Placing and to perform its obligations in relation thereto (including,
without limitation, in the case of any person on whose behalf it is acting, all
necessary consents and authorities to agree to the terms set out or referred to
in this Appendix and the announcement of which it forms part);
25. the Banks are entitled to exercise any of their rights under the Placing
Agreement or any other right in their absolute discretion without any liability
whatsoever to it;
26. the Company is listed under Chapter 14 of the Listing Rules on the basis of
European Directive requirements and as a consequence the additional standards
and continuing obligations applicable to investment entities listed under
Chapter 15 of the Listing Rules do not apply to the Company;
27. it has complied with its obligations in connection with money laundering and
terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act
2000, and the Money Laundering Regulations 2003 of the UK and The Criminal
Justice (Proceeds of Crime)(Bailiwick of Guernsey) Law 1999 and The Money
Laundering (Disclosure of Information)(Guernsey) Law 1995 of Guernsey (together
the 'Regulations') and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations; and
28. any agreements entered into by it pursuant to these terms and conditions
shall be governed by and construed in accordance with the laws of England and it
submits (on behalf of itself and on behalf of any participant on whose behalf it
is acting) to the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract provided that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
the Company or the Banks in any jurisdiction in which the relevant participant
is incorporated or in which any of its securities have a quotation on a
recognised stock exchange.
The representations, warranties, acknowledgement, undertakings and agreements
contained in this Appendix are irrevocable and are given to the Banks for
themselves and on behalf of the Company and Brevan Howard and their respective
affiliates. Each Participant will be deemed to acknowledge that each of the
Banks, the Company and Brevan Howard, their respective affiliates and others
will rely upon the truth and accuracy of the foregoing representations and
agreements and agrees that if any of the representations or agreements deemed to
have been made by its subscription of the Placing Shares are no longer accurate,
it shall promptly notify the Banks and the Company. If it is acquiring Placing
Shares as a fiduciary or agent for one or more managed account, it represents
that it has sole investment decision with respect to each such account and it
has full power to make the foregoing representations and agreements on behalf of
each such account.
Each Participant agrees to indemnify (on an after tax basis) and hold each of
the Banks, the Company and Brevan Howard and their respective affiliates
harmless from and against any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of or in connection with any
breach by it (or any person on whose behalf it is acting) of the
representations, warranties, acknowledgements, agreements and undertakings in
this Appendix and further agrees that the provisions of this Appendix shall
survive after completion of the Placing. Nothing in this Appendix shall exclude
any liability of any person for fraud or fraudulent misrepresentation on its
part.
General
This Appendix and the announcement of which it forms part have been issued by
the Company and are the sole responsibility of the Company.
The Banks are acting exclusively for the Company and no one else in connection
with the Placing and the Banks will not be responsible to anyone (including
Placees) other than the Company for providing the protections afforded to their
respective clients or for providing advice in relation to the Placing or any
other matters referred to in this Appendix and the announcement of which it
forms part.
Each participant in the Placing and any person acting on behalf of such
participant acknowledges that each Bank does not owe fiduciary or other duties
to any person in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement.
Each participant in the Placing and any person acting on behalf of such
participant acknowledges and agrees that the Banks may (at their absolute
discretion) satisfy their obligations to procure Placees by themselves agreeing
to become Placees in respect of some or all of the Placing Shares or by
nominating any connected or associated person to do so.
When a Placee or any person acting on behalf of the Placee is dealing with the
Banks, any money held in an account with the Banks on behalf of the Placee and/
or any person acting on behalf of the Placee will not be treated as client money
within the meaning of the relevant rules and regulations of the Financial
Services Authority which therefore will not require the Banks to segregate such
money, as that money will be held by it under a banking relationship and not as
trustee.
The net asset value figures included in this announcement are estimates, and are
based on unaudited estimated valuations. The final month-end net asset values
may be materially different from these estimated weekly values, which should
only be taken as indicative values which have been provided for information only
and no reliance should be placed on them. Estimated results, performance or
achievements may differ materially from any actual results, performance or
achievements. Except as required by applicable law and regulation, the Company
expressly disclaims any obligations to update or revise such estimates to
reflect any change in expectations, new information, subsequent events or
otherwise.
It should be noted that past performance is not necessarily indicative of the
future performance of the Placing Shares, the existing ordinary shares of the
Company, the Company or the Master Fund. Further, any indication in this
announcement of the price at which securities of the Company have been bought or
sold in the past cannot be relied upon as a guide to future performance of the
securities of the Company or of the Master Fund. No statement in this
announcement is intended to be a profit forecast or dividend forecast. Persons
needing advice should consult an independent financial adviser.
All times and dates in this announcement may be subject to amendment. The Banks
will notify Placees and any persons acting on behalf of Placees of any changes.
SCHEDULE
Definitions
In this announcement:
'Admission' means the admission of the Placing Shares to the Official List in
accordance with the Listing Rules and to trading on the London Stock Exchange's
main market for listed securities
'Advisers Act' means the United States Investment Advisers Act of 1940, as
amended
'Banks' means Citi, Goldman Sachs International, JPMorgan Cazenove and JPMorgan
'Brevan Howard' means Brevan Howard Offshore Management Limited
'BH Macro' or the 'Company' means BH Macro Limited
'CFTC' means the U.S. Commodity Futures Trading Commission
'Citi' means Citigroup Global Markets Limited
'Disclosure and Transparency Rules' means the disclosure rules and transparency
rules made by the UKLA, as from time to time amended
'Euro Shares' means the existing Euro designated ordinary shares of the Company
'FSA' means the Financial Services Authority
'FSMA' means the Financial Services and Markets Act 2000, as amended
'Investment Company Act' means the United States Investment Company Act of 1940,
as amended
'JPMorgan' means JPMorgan Securities Ltd.
'JPMorgan Cazenove' means JPMorgan Cazenove Limited
'Listing Rules' means the listing rules made by the UKLA, as from time to time
amended
'London Stock Exchange' means London Stock Exchange plc
'Managers' means Citi, Goldman Sachs International and JPMorgan Cazenove
'Master Fund' means Brevan Howard Master Fund Limited
'New Euro Shares' means the new Euro designated ordinary shares of the Company
to be issued pursuant to the Placing
'New Sterling Shares' means the new Sterling designated ordinary shares of the
Company to be issued pursuant to the Placing
'New U.S. Dollar Shares' means the new U.S. dollar designated ordinary shares of
the Company to be issued pursuant to the Placing
'Non-United States person' means: (A) a natural person who is not a resident of
the United States; (B) a partnership, corporation or other entity, other than an
entity organised principally for passive investment, organised under the laws of
a foreign jurisdiction and which has its principal place of business in a
foreign jurisdiction; (C) an estate or trust, the income of which is not subject
to United States income tax regardless of source; (D) an entity organised
principally for passive investment such as a pool, investment company or other
similar entity; provided, that units of participation in the entity held by
persons who do not qualify as Non-United States persons or otherwise as
qualified eligible persons represent in the aggregate less than 10% of the
beneficial interest in the entity, and that such entity was not formed
principally for the purpose of facilitating investment by persons who do not
qualify as Non-United States persons in a pool with respect to which the
operator is exempt from certain requirements of Part 4 of the Commission's
regulations by virtue of its participants being Non-United States persons; or
(E) a pension plan for the employees, officers or principals of an entity
organised and with its principal place of business outside the United States
'Official List' means the list maintained by the UKLA
'Order' means the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (as amended)
'Placees' means certain professional and institutional investors whose
applications for Placing Shares are accepted by the Banks
'Placing' means the placing of the Placing Shares
'Placing Agreement' means the agreement entered into by the Company and the
Banks on 23 October 2007 in relation to the Placing
'Placing Price' means the price per share for the issue of each class of Placing
Shares as determined through the book-building process and announced in the
Pricing Announcement
'Pricing Announcement' means the press announcement giving the results of the
book-building and the price per share and total number of each class of Placing
Shares to be issued
'Placing Shares' means the New Euro Shares, the New Sterling Shares and the New
U.S. Dollar Shares to be issued pursuant to the Placing, and the number and
price of which being specified in the Pricing Announcement
'Publicly Available Information' means this announcement, the Pricing
Announcement, any other information publicly announced to a Regulatory
Information Service by or on behalf of the Company prior to the date of this
announcement and the Company's prospectus dated 7 February 2007 as supplemented
by the supplementary prospectus dated 2 March 2007
'Regulation S' means Regulation S under the Securities Act
'Regulatory Information Service' means any of the regulatory information
services included within the list maintained on the London Stock Exchange's
website
'Relevant Person' means: (a) persons in member states of the European Economic
Area who are qualified investors as defined in Article (2)(i)(e) ('qualified
investors') of Directive 2003/71/EC; (b) in the United Kingdom, qualified
investors who are persons (1) who have professional experience in matters
relating to investments falling within Article 19(5) (investment professionals)
of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(as amended) (the 'Order') or (2) falling within Article 49(2)(a) to (d) (high
net worth companies, incorporated associations, etc.) of the Order; and (c)
other persons to whom this announcement may otherwise lawfully be communicated
'Restricted Jurisdictions' means any jurisdiction in which the offer or
solicitation of an offer to buy or subscribe for ordinary shares in the capital
of the Company is unlawful
'Securities Act' means the United States Securities Act of 1933, as amended
'Sterling Shares' means the existing Sterling designated ordinary shares of the
Company
'UKLA' means the FSA in its capacity as United Kingdom Listing Authority
'United States' or 'U.S.' means the United States of America, its territories
and possessions, any State of the United States and the District of Columbia
'U.S. Dollar Shares' means the existing U.S. Dollar designated ordinary shares
of the Company
'U.S. Person' has the meaning given such term as defined in and in accordance
with Regulation S
This information is provided by RNS
The company news service from the London Stock Exchange