Interim Results
BH Macro Limited
26 September 2007
BH Macro Limited
Interim Unaudited Financial Statements 2007
30 June 2007
Chairman's Statement
In the initial months since its launch, BH Macro Limited (the 'Company') has
made
a successful start as a public company, earning consistent positive returns for
shareholders.
The Company was established as a closed-end investment company, registered and
incorporated in Guernsey, on 17 January 2007. The Company's investment objective
is to invest its assets in the Brevan Howard Master Fund, which in turn seeks to
generate consistent long-term capital appreciation through active leveraged
trading and investment on a global basis.
An initial public offering by the Company of US Dollar, Euro and Sterling shares
in March 2007 raised the equivalent of $1.1 billion from a wide range of
investors. The Company was admitted to trading on the London Stock Exchange on
14 March 2007 and the proceeds of the offer (net of minimal working capital
requirements) have been invested in the Brevan Howard Master Fund since early
April 2007.
The Company has now been fully operational for some six months. Performance in
the period to 30 June 2007 has been fully in line with our expectations. All
three currency classes of shares have recorded rises in Net Asset Value (NAV):
NAV for the US Dollar shares has risen 3.5%, for the Euro shares 3.0%, and for
the Sterling shares 3.4% (to end-June 2007). All three classes of shares are
also (at end-June 2007) trading at a premium to NAV. No need has arisen for the
Company to undertake any discount management operations.
In response to shareholder feedback, proposals were put forward by the Directors
and approved by the shareholders in June 2007 to enable shareholders who wish to
do so to switch between currency classes on a quarterly basis.
The corporate governance for the Company is in place, with regular meetings of
the Board, which is independent of the Brevan Howard group, and the
establishment of an Audit Committee. To ensure timely communications, the
Company's website (www.bhmacro.com) publishes the monthly NAV, weekly NAV
estimates, regular risk reports and a monthly shareholder report, as well as
information about the Company. In addition, the Company's
share prices are reported daily in the Financial Times.
As the first single-manager feeder fund to list on the London Stock Exchange,
the Company is an innovative structure which has attracted widespread investment
support. I and my fellow Directors remain committed to ensuring that, through
investment in the Brevan Howard Master Fund and through high standards of
corporate governance, the Company continues to deliver superior performance for
shareholders.
Ian Plenderleith
Chairman
25 September 2007
Directors' Report
The Directors submit their Report together with the Company's Statement of
Assets and Liabilities, Statement of Operations, Statement of Changes in Net
Assets, Statement of Cash Flows, and the related notes for the period from 17
January 2007 to 30 June 2007, which have been prepared properly, in accordance
with accounting principles generally accepted in the United States of America,
and are in accordance with any relevant enactment for the time being in force;
and are in agreement with the accounting records.
The Company
The Company is a limited liability closed-end investment company incorporated in
Guernsey
on 17 January 2007.
The Company was admitted to a secondary listing on the Official List of the
London Stock Exchange on 14 March 2007. The proceeds from the original issue of
shares amounted to
$1.1 billion.
Investment objective and policies
The Company is organised as a feeder fund and seeks to achieve its investment
objective by investing all of its investable assets in the ordinary US Dollar,
Euro and Sterling denominated Class B shares issued by Brevan Howard Master Fund
Limited ('the Master Fund'), an open-ended investment company with limited
liability formed under the laws of the Cayman Islands. The investment objective
of the Master Fund is to generate consistent long-term appreciation through
active leveraged trading and investment on a global basis.
Results and dividends
The results for the period are set out in the Statement of Operations. The
Directors do not recommend the payment of a dividend.
Share capital
The number of shares in issue at the period end is disclosed in Note 7 to the
financial statements.
Directors
The Directors of the Company during the period are as listed on the inside back
cover.
Directors' interests
The Chairman, Ian Plenderleith, was previously party to a consultancy agreement
with Brevan Howard Asset Management LLP dated 1 July 2006 pursuant to which he
had provided advisory information on macroeconomic policy-making and financial
markets. This agreement was terminated on 31 December 2006.
Nagi Kawkabani is the only Director not independent of the Manager. Mr Kawkabani
is a partner and Co-Chief Executive of Brevan Howard Asset Management LLP, a
director of Brevan Howard Offshore Management Limited and a director of a number
of other Brevan Howard affiliates including Brevan Howard Fund Limited, Brevan
Howard Master Fund Limited, Brevan Howard Equity Strategies Fund Limited, Brevan
Howard Equity Strategies Master Fund Limited and Brevan Howard General Partner
Limited.
Significant shareholdings
As at 30 June 2007, the following had significant shareholdings in the Company:
Total shares held % holdings
in class
Significant shareholders
US Dollar shares
HSBC Global Custody Nominee (UK) Limited 10,984,000 23.82
The Bank of New York (Nominees) Limited 8,633,500 18.72
Vidacos Nominees Limited 3,875,400 8.41
Nortrust Nominees Limited 3,300,000 7.16
Roy Nominees Limited 2,364,000 5.13
Euro shares
Vidacos Nominees Limited 8,143,112 27.22
Nordea Bank Danmark A/S 4,000,000 13.36
The Bank of New York Nominees Limited 3,491,350 11.66
Securities Services (Nominees) Limited 3,274,800 10.94
HSBC Global Custody Nominee (UK) Limited 3,199,184 10.68
Citigroup Global Markets UK Equity Limited 2,729,990 9.12
Euroclear Nominees Limited 2,008,385 6.71
Chase Nominees Limited 1,095,500 3.66
Sterling shares
Chase Nominees Limited 3,487,831 30.32
Nutraco Nominees Limited 2,608,439 22.68
State Street Nominees Limited 1,180,000 10.26
The Bank of New York (Nominees) Limited 795,454 6.92
HSBC Global Custody Nominee (UK) Limited 602,450 5.24
Pershing Keen Nominees Limited 455,021 3.96
BBHISL Nominees Limited 450,013 3.91
BNY (OCS) Nominees Limited 364,500 3.17
Signed on behalf of the Board by:
Ian Plenderleith
Chairman
Christopher Legge
Director
25 September 2007
Statement of Directors' Responsibility in Respect of the Financial Statements
The Directors are responsible for preparing the financial statements for each
financial period which give a true and fair view of the state of affairs of the
Company and of the net income or expense of the Company for that period and are
in accordance with applicable laws.
In preparing these financial statements the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements that are reasonable and prudent;
• state whether applicable accounting standards have been followed subject to
any material departures disclosed and explained in the financial statements; and
• prepare the financial statements on a going concern basis
unless it is inappropriate to presume that the Company will continue
in business.
The Directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
Company and to enable them to ensure that the financial statements comply with
The Companies (Guernsey) Law, 1994. They are also responsible for safeguarding
the assets of the Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
Investment Manager's Review
BH Macro Limited is a feeder fund investing in the Brevan Howard Master Fund
Limited
(the 'Master Fund'). BH Macro Limited invested its assets in the Master Fund on
2 April 2007. Brevan Howard Asset Management LLP ('BHAM') has supplied the
following report regarding the Master Fund's performance and outlook.
NAV performance is provided for information purposes only. Shares in BH Macro
Limited
do not necessarily trade at a price equal to the prevailing NAV per Share.
Performance review
BH Macro Limited (US Dollar Class) NAV per share gained 3.47% during the period
March 2007 to 30 June 2007 with all months positive.
The main themes for the Master Fund during this period can be summarised as
follows:
• fixed income directional - long US Dollar, Euro and Sterling curves,
especially the short end;
• fixed income relative value - curve steepeners in US Dollar and Sterling;
• fixed income options - long vega in US Dollar and Sterling curves; and
• FX - long vega from straddles across a range of currency pairs.
The Master Fund has profited from a general curve steepening bias and long
volatility positions in fixed income and FX have also contributed to results
during the period.
Outlook
In the US, growth picked up in the second quarter, largely due to inventory
investment. However, underlying final demand is growing at a below-trend rate.
The housing recession continues, consumption has slowed and business investment,
apart from commercial construction, is lacklustre. BHAM expects growth to remain
at, or slightly below, trend. Core price inflation fell to 1.9% in June, which
is within the Fed's implicit comfort zone. Nonetheless, the Fed is cautious
about declaring victory over inflation, lest the return to the comfort zone
proves to be temporary. As a consequence, the June Federal Open Market Committee
statement maintained an 'inflation watch bias'. Regardless of its focus on
inflation, BHAM believes the Fed is unlikely to raise rates whilst core
inflation is falling, economic growth is below trend, the Collateralised Debt
Obligation market is stressed and the housing market has yet to bottom out.
The European Central Bank ('ECB') increased policy rates by 25 basis points to
4% at its June meeting. The ECB also published its macroeconomic projections
which remain in line with their previously stated assumptions on growth and
inflation. June data suggest inflation was in line with market expectation.
While activity has surprised slightly on the down side due to the decline in
industrial production and the weak reading of retail sales in some large euro
area economies, the data still suggests that the Euro area is developing at, or
marginally above trend growth. BHAM believes that the ECB will maintain a
tightening bias for now, but that the market is over-discounting the speed at
which rates will be raised.
UK June data suggests that growth continues to be robust in the second quarter.
The strength of the UK economy has pushed the Bank of England to accelerate the
pace of rate hikes and the Monetary Price Committee was close to a further hike
in June. CPI inflation is softening from the March peak and yearly growth
declined to 2.5% in May due to the energy base effect and decline in utility
prices.
In Japan, the continuation of strong GDP growth in the second quarter has been
driven by high levels of capital expenditure, private consumption and net
exports. Furthermore, labour markets continued to tighten and total household
income increased, which should support the expansion of private consumption
during the third and fourth quarters. Although CPI is still negative, BHAM
believes the Bank of Japan will continue with the normalisation of rates.
Conclusion
In recent months market speculation about the potential for contagion to spread
from US subprime distress has heightened. The end of July saw an indiscriminate
sell-off across a range of asset classes globally as distress in the US subprime
mortgage market spilled over into other asset classes and fear of a global
'credit crunch' has led to a broad-based re-assessment of risk and a spike in
volatility. The Master Fund is well positioned for these developments.
Signed on behalf of Brevan Howard Asset Management LLP:
Nagi Kawkabani
Co-Chief Executive Officer
31 July 2007
Independent Review Report
To BH Macro Limited
We have been instructed by the Company to review the financial information for
the period from 17 January 2007 to 30 June 2007 which comprises the Unaudited
Statement of Assets and Liabilities, Unaudited Statement of Operations,
Unaudited Statement of Changes in Net Assets, Unaudited Statement of Cash Flows
and the related notes. These financial statements have been prepared under the
accounting policies set out therein.
This report is made solely to the Company in accordance with the terms of our
engagement letter dated 31 July 2007 to assist the Company in meeting the
requirements of the Listing Rules of the Financial Services Authority. Our
review has been undertaken so that we might state to the Company those matters
we are to state to it in this report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility to anyone
other than the Company for our review work, for this report, or for the
conclusions we have reached.
Directors' responsibilities
The interim report, including the financial information contained therein, is
the responsibility
of, and has been approved by the Directors. The Directors are responsible for
preparing the interim report in accordance with the Listing Rules which require
that the accounting policies
and presentation applied to the interim figures should be consistent with those
which will be applied in preparing the annual accounts.
Review work performed
We conducted our review in accordance with guidance contained in Bulletin 1999/4
issued
by the Auditing Practices Board for use in the UK. A review consists principally
of making enquiries of management and applying analytical procedures to the
financial information and underlying financial data and, based thereon,
assessing whether the accounting policies and presentation have been
consistently applied unless otherwise disclosed. A review excludes audit
procedures such as tests of controls and verification of assets, liabilities and
transactions. It is substantially less in scope than an audit performed in
accordance with International Standards
on Auditing (UK and Ireland) and therefore provides a lower level of assurance
than an audit. Accordingly, we do not express an audit opinion on the financial
information.
Review conclusion
On the basis of our review we are not aware of any material modifications that
should be made to the financial information as presented for the period from 17
January 2007 to 30 June 2007.
KPMG Channel Islands Limited
Chartered Accountants
Guernsey
25 September 2007
Unaudited Statement of Assets and Liabilities
As at 30 June 2007
2007
US$
Assets
Investment in Brevan Howard Master Fund Limited 1,140,583,880
Cash and bank balances 2,215,338
Total assets 1,142,799,218
Liabilities
Performance fees payable (Note 4) 8,378,475
Management fees payable (Note 4) 1,712,149
Accrued expenses and other liabilities 123,799
Directors' fees payable (Note 5) 90,747
Administration fees payable (Note 4) 48,814
Total liabilities 10,353,984
Net assets 1,132,445,234
Number of shares in issue (Note 7)
US Dollar shares 46,110,999
Euro shares 29,941,043
Sterling shares 11,503,140
Net Asset Value per share (Note 9 and 10)
US Dollar shares US$ 10.35
Euro shares € 10.30
Sterling shares £ 10.34
See accompanying notes to the Financial Statements.
Signed on behalf of the Board by:
Ian Plenderleith
Chairman
Christopher Legge
Director
25 September 2007
Unaudited Statement of Operations
For the period from 17 January 2007 (date of incorporation) to 30 June 2007
2007
US$
Net investment income allocated from Master Fund
Interest 93,491,708
Dividend income 248,727
Expenses (90,970,202)
Net investment income allocated from Master Fund 2,770,233
Company income
Fixed deposit income 2,721,629
Foreign exchange gains (Note 3) 15,835,425
Total Company income 18,557,054
Company expenses
Performance fees (Note 4) 8,308,426
Management fees (Note 4) 5,974,718
Other expenses 277,105
Directors' fees (Note 5) 163,657
Administration fees (Note 4) 48,396
Total Company expenses 14,772,302
Net investment income 6,554,985
Net realised and unrealised gain on investments
allocated from Master Fund
Net realised loss on investments (60,233,878)
Net unrealised gain on investments 106,567,269
Net realised and unrealised foreign exchange losses (1,183,601)
Net realised and unrealised gain on investments 45,149,790
allocated from Master Fund
Net increase in net assets resulting from operations 51,704,775
See accompanying notes to the Financial Statements.
Unaudited Statement of Changes in Net Assets
For the period from 17 January 2007 (date of incorporation) to 30 June 2007
2007
US$
Net increase in net assets resulting from operations
Net investment income 6,554,985
Net realised loss on investments
allocated from Master Fund (60,233,878)
Net unrealised gain on investments
allocated from Master Fund 106,567,269
Net realised and unrealised foreign exchange losses (1,183,601)
51,704,775
Capital share transactions
Proceeds on issue of shares
US Dollar shares 461,109,990
Euro shares 396,735,474
Sterling shares 222,894,995
1,080,740,459
Net increase in net assets 1,132,445,234
Net assets at the beginning of the period -
Net assets at the end of the period 1,132,445,234
See accompanying notes to the Financial Statements.
Unaudited Statement of Cash Flows
For the period from 17 January 2007 (date of incorporation) to 30 June 2007
2007
US$
Cash flows from operating activities
Net increase in net assets resulting from operations 51,704,775
Adjustments to reconcile net income to net
cash used in operating activities:
Net investment income allocated from Master Fund (2,770,233)
Net realised loss on investments 60,233,878
Net unrealised gain on investments (106,567,269)
Net realised and unrealised foreign exchange losses 1,183,601
Investment in Master Fund (1,080,824,222)
Decrease of investment in Master Fund 3,995,790
Foreign exchange gains (15,835,425)
Increase in performance fees payable 8,378,475
Increase in management fees payable 1,712,149
Increase in accrued expenses and other liabilities 123,799
Increase in Directors' fees payable 90,747
Increase in administration fees payable 48,814
Net cash used in operating activities (1,078,525,121)
Cash flows from financing activities
Proceeds on issue of shares 1,080,740,459
Net cash provided by financing activities 1,080,740,459
Change in cash 2,215,338
Cash, beginning of the period -
Cash, end of the period 2,215,338
See accompanying notes to the Financial Statements.
Notes to the Unaudited Financial Statements
For the period from 17 January 2007 (date of incorporation) to 30 June 2007
1. The Company
BH Macro Limited (the 'Company') is a limited liability closed-ended investment
company incorporated in Guernsey on 17 January 2007 for an unlimited period,
with registration number 46235.
The Company was admitted to a Secondary Listing on the Official List of the
London Stock Exchange on 14 March 2007. As a consequence of the Secondary
Listing, the Company is not required to comply with the provisions of chapter 15
of the Listing Rules.
The Company offers multiple classes of ordinary shares, which differ in terms of
currency of issue. To date, ordinary shares have been issued in US Dollar, Euro
and Sterling.
2. Organisation
The Company is organised as a feeder fund and seeks to achieve its investment
objective by investing all of its investable assets, net of short-term working
capital requirements, in the ordinary US Dollar, Euro and Sterling denominated
Class B shares issued by the Brevan Howard Master Fund Limited ('the Master
Fund').
The Master Fund is an open-ended investment company with limited liability
formed under the laws of the Cayman Islands on 22 January 2003. 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 employs a combination of investment strategies that focus primarily on
economic change and monetary policy and market inefficiencies. 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
will be added as investment opportunities present themselves. At the date of
these financial statements, there were two other feeder funds in operation in
addition to the Company.
The financial statements of the Master Fund should be read alongside the
Company's Financial Statements.
The Manager
Brevan Howard Offshore Management Limited (the 'Manager') is the manager of the
Company. The Manager was incorporated in the Cayman Islands on 22 January 2003
and is regulated as manager of the Company by the Jersey Financial Services
Commission pursuant to the Collective Investment Funds (Jersey) Law 1988 and the
Orders made thereunder.
The Manager is also the manager of the Master Fund and in that capacity, as at
the date of these Financial Statements, has delegated the responsibility for the
investment management of the Master Fund to its affiliates Brevan Howard Asset
Management LLP, Brevan Howard US Asset Management LP, Brevan Howard (Hong Kong)
Limited and Brevan Howard (Israel) Limited.
Directors
The Directors are responsible for the determination of the investment policy of
the Company
and have overall responsibility for the Company's activities. The Directors are
all non-executive. Nagi Kawkabani is the only Director not independent of the
Manager.
Corporate Governance
The Directors recognise the importance of sound corporate governance,
particularly the requirements of the Combined Code on Corporate Governance
published by the Financial Reporting Council. The Company does not comply with
the Combined Code since there is no published corporate governance regime
equivalent to the Combined Code in Guernsey. The Directors acknowledge this
non-compliance and will comply with the Combined Code to the extent that they
consider appropriate having regard to the Company's size, stage of development
and resources.
The Company has adopted a policy that the composition of the Board of Directors
be at all times such that (i) a majority of the Directors are independent of the
Manager and any company in the same group as the Manager; (ii) the Chairman of
the Board of Directors is free from any conflicts of interest and be independent
of the Manager and any company in the same group as the Manager; and (iii) no
more than one director, partner, employee or professional adviser to the Manager
or any company in the same group as the Manager may be a Director of the Company
at any one time.
The Company has also adopted a Code of Directors' dealings in shares, which is
based on the Model Code for Directors' dealings contained in the London Stock
Exchange's Listing Rules.
Board Committees
The Company has established an audit committtee with formally delegated duties
and responsibilities. This committee will meet formally at least twice a year
for the purpose, amongst others, of considering the appointment, independence
and remuneration of the auditors, to discuss and agree with the external
auditors the nature and scope of the audit and to keep under review the scope,
results and cost effectiveness of the audit. The audit committee comprises
Christopher Legge, Anthony Hall and Talmai Morgan. Christopher Legge is the
Chairman of the audit committee.
The Company has not established separate remuneration or nomination committees
as the Directors are satisfied that any relevant issues can be properly
considered by the Board.
3. Significant accounting policies
The accompanying Financial Statements have been prepared in accordance with
accounting principles generally accepted in the United States of America, The
Companies (Guernsey) Law, 1994 and the principal documents. The base currency of
the Company is US Dollars. The following are the significant accounting policies
adopted by the Company:
Valuation of investments
The value of the Company's investment in the Master Fund reflects the balance of
the Company's capital account, as at 30 June 2007. At 30 June 2007, the
Company's US Dollar, Euro and Sterling capital account represents 3.606%,
3.1458% and 1.8026% respectively of the Master Fund's capital. The valuation of
securities held by the Master Fund is discussed in the notes to the Master
Fund's Financial Statements.
Income and expenses
The Company records monthly its proportionate share of the Master Fund's income,
expenses and realised and unrealised gains and losses. In addition, the Company
accrues its own income and expenses.
Use of estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of increases and decreases in
net assets from operations during the reporting period. Actual results could
differ from those estimates.
Share issue expenses
Share issue expenses of approximately US$ 43,229,618 were borne by the Manager
and are payable by the Company to the Manager should the management agreement
terminate for certain grounds in whole or with respect to any class of share
during the period ending on the seventh anniversary of admission, being 14 March
2014. The Directors consider the likelihood of this liability crystalising as
remote and hence no provision has been made within the accounts. The Directors
confirm there are no other contingent liabilities that require disclosure or
provision.
Leverage
The Manager has discretion, subject to the prior approval of a majority of the
Independent Directors, to employ leverage for and on behalf of the Company by
way of borrowings to affect share purchases or share buy-backs and to satisfy
working capital requirements.
The Company may borrow up to 20% of its NAV, calculated as at the time of
borrowing.
Foreign exchange
Investment securities and other assets and liabilities denominated in foreign
currencies are translated into US Dollars using exchange rates at the reporting
date. Purchases and sales of investment and income and expense items denominated
in foreign currencies are translated into US Dollar amounts at the date of such
transaction.
All currency gains and losses are included in the Statement of Operations.
4. Management, Performance and Administration Agreements
Management and performance fee
On 7 February 2007, the Company entered into a management agreement with the
Manager to manage the Company's investment portfolio. The Manager receives a
management fee of 1/12 of 2% (or a pro rata proportion thereof) per month of the
closing NAV (before deduction of that month's management fee and before making
any deduction for any accrued performance fee) as at the last valuation day in
each month, payable monthly in arrears. The Master Fund itself is not subject to
management fees.
Management and performance fee (continued)
The Manager is also entitled to an annual performance fee for each share class.
The performance fee is equal to 20% of the appreciation in the NAV per share of
that class during that calculation period which is above the base NAV per share
of that class. The base NAV per share is the greater of the NAV per share of the
relevant class at the time of issue of such share and the highest NAV per share
achieved as at the end of any previous calculation period. The Manager will be
paid an estimated performance fee on the last day of the calculation period.
Within 15 business days following the end of the calculation period, any
difference between the actual performance fee and the estimated amount will be
paid to or refunded by the Manager, as appropriate. The Master Fund itself is
not subject to performance fees.
At 30 June 2007 the Master Fund held investments in Brevan Howard Equity
Strategies Fund LP ('BES') and Brevan Howard Emerging Markets Strategies Fund LP
('BEM'). The return on the Master Fund is net of BES's and BEM's performance and
management fees. To ensure that shareholders of the Company are not subject to
two tiers of fees, the fees payable to the Manager as outlined above are reduced
by the Company's share of any fees paid to the Manager by BES and BEM.
Administration fee
Under the terms of an Administration Agreement dated 6 February 2007, the
Company appointed Northern Trust International Fund Administration Services
(Guernsey) Limited as Administrator, Registrar and Corporate Secretary. The
Administrator is paid fees based on the NAV of the Company, payable quarterly.
The fee is at a rate of 0.015% of the average month end NAV of the Company,
subject to a minimum fee of £67,500 per annum. In addition, the Administrator is
entitled to be reimbursed out-of-pocket expenses incurred in the course of
carrying out its duties as Administrator.
5. Directors' fees
The Chairman is entitled to a fee of £125,000 per annum with all other
independent Directors receiving £20,000 per annum. Mr Kawkabani has waived his
fees but continues to receive a fee as a Director of the Master Fund. The
Directors are also entitled to be reimbursed for expenses properly incurred in
the performance of their duties as Directors.
6. Facility Agreement
The Company has entered into a Facility Agreement with Citigroup N.A. dated 20
April 2007. The Company has negotiated a 364-day share buy back facility,
arranged by Citigroup N.A. to enable the Company to, inter alia, purchase its
own shares and shares in the Brevan Howard Master Fund. The purposes of the
facility agreement are (i) the repurchase of the Company's shares at times when
the market price is less than NAV per share; (ii) working capital purposes; and
(iii) purchases of shares in the Brevan Howard Master Fund. The facility of
£80,000,000 has not been utilised during the period.
7. Share capital
The Company was incorporated with the authority to issue an unlimited number of
ordinary shares with no par value which may be divided into at least three
classes denominated in US Dollars, Euros and Sterling. At incorporation, two
shares were subscribed by the subscribers to the Memorandum of Association.
These shares were later transferred to subscribers in the Offer.
USD shares EUR shares GBP shares Company Total
Number of ordinary shares
Shares issued
14 March 2007 45,056,818 27,219,130 10,545,400 82,821,348
Shares issued
12 April 2007 1,054,181 2,721,913 957,740 4,733,834
In issue at end of period 46,110,999 29,941,043 11,503,140 87,555,182
US$ € £ US$
Share Premium Account
Proceeds of shares issued
14 March 2007 450,568,180 272,191,300 105,454,000 1,014,504,791
Proceeds of shares issued
12 April 2007 10,541,810 27,219,130 9,577,400 66,235,668
Transfer to Distributable
Reserve (461,109,990) (299,410,430) (115,031,400) (1,080,740,459)
At end of period - - - -
By way of a special resolution passed on 5 February 2007, it was resolved that,
conditional on admission and the approval of the Court in Guernsey, the amount
standing to the credit of the share premium account of the Company following
completion of the Offer be cancelled and the amount so cancelled be credited to
a Distributable Reserve. This resolution was approved by the Royal Court of
Guernsey on 23 March 2007.
Share classes
In respect of each class of shares a separate class account has been established
in the books of the Company. An amount equal to the aggregate proceeds of issue
of each share class has been credited to the relevant class account. Any
increase or decrease in the NAV of the Master Fund US Dollar shares, Master Fund
Euro shares and Master Fund Sterling shares as calculated by the Master Fund is
allocated to the relevant class account in the Company. Each class account is
allocated those costs, pre-paid expenses, losses, dividends, profits, gains and
income which the Directors determine in their sole discretion relate to a
particular class.
Voting rights
Ordinary shares carry the right to vote at general meetings of the Company and
to receive any dividends, attributable to the ordinary shares as a class,
declared by the Company and, in a winding-up will be entitled to receive, by way
of capital, any surplus assets of the Company attributable to the ordinary
shares as a class in proportion to their holdings remaining after settlement of
any outstanding liabilities of the Company.
As prescibed in the Company's Articles of Association, the different classes of
ordinary shares have different values attributable to their votes. These voting
rights are binding. The attributed values have been calculated on the basis of
the Weighted Voting Calculation (as described in the Articles of Association)
which takes into account the prevailing exchange rates on the date of initial
issue of ordinary shares. Currently, on a vote, a single US Dollar ordinary
share has 0.7606 votes, a single Euro ordinary share has one vote and a single
Sterling ordinary share has 1.4710 votes.
Repurchase of shares
The Directors have been granted authority to purchase in the market up to 14.99%
of each class of shares that were in issue immediately following admission, and
they intend to seek annual renewal of this authority from shareholders. The
Directors propose to utilise this share repurchase authority to address any
imbalance between the supply of and demand for shares and intend to do so
actively if the closing price of any class of shares on any day on which such
class of shares is traded is 5% or more below the most recently published NAV
per share of that class.
Under the Company's Articles of Association, shareholders of a class of shares
also have the ability to call for repurchase of that class of shares where it
has traded at an average discount of 10% or more to average NAV per share over a
rolling 12 month period or, where resolutions for repurchase have been passed by
shareholders of all classes of shares for the winding-up of the Company.
Further issue of shares
Under the Articles, the Directors have the power to issue further shares on a
non-pre-emptive basis. If the Directors issue further shares, the issue price
will not be less than the then-prevailing estimated weekly NAV per share of the
relevant class of shares.
Distributions
The Master Fund has not previously paid dividends to its investors and does not
expect to do so in the future. Therefore, the Directors of the Company do not
expect to declare any dividends. This does not prevent the Directors of the
Company from declaring a dividend at any time in the future if the Directors
consider payment of a dividend to be appropriate in the circumstances.
If the Directors declare a dividend, such dividend will be paid on a per class
basis.
Share Conversion Scheme
On 27 June 2007 the Company implemented a Share Conversion Scheme. The scheme
provides shareholders with the ability to convert some or all of their shares in
the Company of one class into shares of another class. The first conversion date
was 31 July 2007 and thereafter shareholders will be able to convert shares on
the last business day of September, December, March and June each year. Each
conversion will be based on NAV (Note 9) of the share classes to be converted.
8. Taxation
The Fund is exempt from taxation in Guernsey under the provisions of the Income
Tax
(Exempt Bodies) (Guernsey) Ordinance 1989.
9. Publication and calculation of Net Asset Value
The NAV of the Company is equal to the value of its total assets less its total
liabilities.
The NAV per share of each class will be calculated by dividing the NAV of the
relevant class account by the number of shares of the relevant class in issue on
that day.
The Company publishes the NAV per share for each class of shares as calculated
by the Administrator based in part on information provided by the Master Fund,
monthly in arrears,
as at each month end. The Company also publishes an estimate of the NAV per
share
for each class of share as calculated by the Administrator based in part on
information provided by the Master Fund, weekly in arrears.
10. Financial highlights
The following tables include selected data for a single ordinary share of each
of the ordinary share classes in issue throughout the period and other
performance information derived from
the Financial Statements.
The per share amounts and ratios which are shown reflect the income and expenses
of the Company for each class of ordinary share.
USD shares EUR shares GBP shares
US$ € £
Per share operating performance
Issue price of ordinary shares 10.00 10.00 10.00
Income from investment operations
Net investment loss (0.09) (0.12) (0.08)
Net realised and unrealised
gain on investment 0.44 0.42 0.42
Total from investment operations 0.35 0.30 0.34
Net Asset Value, end of the period 10.35 10.30 10.34
Total return before performance fee 4.28% 3.74% 4.20%
Performance fee (0.81%) (0.70%) (0.79%)
Total return after performance fee 3.47% 3.04% 3.41%
Total return reflects the net return for an investment made at the beginning of
the period and is calculated as the change in the NAV per ordinary share during
the period ended 30 June 2007. Total return is not annualised. An individual
shareholder's return may vary from these returns based on the timing of their
subscription or redemption of shares on the market.
US$ € £
Supplemental data
Net Asset Value, end of the period 477,102,866 308,524,270 118,954,129
Ratio to average net assets
Operating expense (Notes 1 and 2) 9.04% 8.95% 8.94%
Performance fee 0.80% 0.71% 0.80%
9.84% 9.66% 9.74%
Net loss before realised and
unrealised investment gains (Note 3) (0.86%) (1.18%) (0.80%)
Notes:
1. Average net assets for the period ended 30 June 2007 were US$464,732,985,
€295,911,675 and £114,150,856 for the USD ordinary shares, Euro ordinary shares
and the Sterling ordinary shares, respectively.
2. Operating expenses are total expenses from the Statement of Operations less
the performance fee plus the operating expenses of the Master Fund. Operating
expense and net investment loss are not annualised.
3. Although there is an investment loss, the Company had a total positive return
of 3.47%,
3.04% and 3.41% for the US Dollar ordinary shares, Euro ordinary shares and the
Sterling ordinary shares, respectively.
The Interim Unaudited Financial Statements 2007 of BH Macro Limited and the
Interim Unaudited Financial Statements 2007 of Brevan Howard Master Fund Limited
will be available on BH Macro's website - www.bhmacro.com
This information is provided by RNS
The company news service from the London Stock Exchange