Placing and Offer for Subscri

RNS Number : 5036D

BlueCrest AllBlue Fund Ltd

03 December 2009

 



BlueCrest AllBlue Fund Limited (the "Company")

Placing and Offer for Subscription of C Shares

Introduction

The Company has published a prospectus comprising a registration document, securities note and summary note in respect of the proposed Placing and Offer for Subscription of C Shares. Bluecrest AllBlue Fund Limited is an authorised closed-ended investment company registered and incorporated in Guernsey with an unlimited life.

Over the 12 month period to 30 October 2009 the NAV return of each of the Sterling Shares, Euro Shares  and US$ Shares was 24.22 per cent., 24.21 per cent. and 23.26 per cent. respectively. Since inception of the Company in May 2006, the annualised NAV return of each share class to 30 October 2009 was 13.46 per cent., 12.27 per cent. and 12.42 per cent. respectively.

As at 1 December 2009, the Company's total issued share capital consisted of 231,293,012 Ordinary Shares, of which 210,073,415 were designated as Sterling Shares (of which 450,000 Sterling Shares were held in treasury), 5,303,602 as Euro Shares and 15,915,995 as US$ Shares. As at 30 October 2009, the unaudited aggregate net assets of the Company (in Sterling terms) were approximately £337.4 million, equivalent to an unaudited NAV per Sterling Share of £1.5092, per Euro Share of €1.4553 and per US$ Share of US$1.4622.

The Issue

The Issue comprises the Offer for Subscription in the United Kingdom and the Placing involving private placement in the United Kingdom and other countries to both professional investors and in some jurisdictions to high net worth individuals. Sterling C Shares will be issued at £1.00 each, Euro C Shares at €1.00 each and US$ C Shares at US$1.00 each.

The Company is holding an extraordinary general meeting of Shareholders on 10 December 2009 to disapply the pre-emption rights granted to Shareholders. The Issue is conditional on the adoption, at the 10 December 2009 extraordinary general meeting, of a resolution disapplying the pre-emption rights.

Two of the Directors are participating in the Issue. Jonathan Hooley is proposing to subscribe for 100,000  Sterling C Shares and Andrew Dodd is intending to subscribe for 250,000 Sterling C Shares.

RBS Hoare Govett Limited is acting as sponsor and sole placing agent to the Issue. 

The net proceeds of the Issue will be all or substantially invested in shares of AllBlue in accordance with the Company's investment objective and policy.

Background to and reasons for the Issue

The Board believes that it is in the Company's interests to continue to develop further the breadth and depth of its investor base so as to lessen dependence on any one jurisdiction, regulatory environment or investor type. The Board also believes that there is further existing and new investor demand for investment in the Company that cannot be satisfied in the secondary market for all existing classes of Shares. Accordingly, the Directors believe that it is in the best interests of Shareholders and the Company to raise further monies by way of the Issue.

Benefits of the Issue

The Directors believe that the Issue will confer the following benefits on Shareholders and the Company:

• create a larger Company with a shareholder base more broadly diversified by jurisdiction and investor type, facilitating secondary market liquidity in each class of Shares and reducing the likelihood that small amounts of trading volume will affect the respective prices of the Shares;

• allow those investors who would not otherwise have been able to invest in the Company to the extent they wish, to make an investment;

• allows a greater number of investors who wish to gain access to AllBlue via Shares traded on the London Stock Exchange to do so; and

• provide a larger asset base through which the fixed costs of the Company may be spread, thereby providing for a reduction to the Company's total expense ratio.

Investment policy

The investment objective of the Company is to seek to provide consistent long-term capital growth through an investment policy of investing substantially all of its assets in AllBlue (or any successor vehicle of AllBlue). Accordingly, the Company's published investment policy is consistent with that of AllBlue. In the event that AllBlue changes its investment policy without Shareholder approval, the Directors will consider removing the Company's assets from AllBlue or taking other appropriate action so that the Company is not in breach of any applicable regulation.

AllBlue is a fund incorporated in the Cayman Islands with an investment objective to provide consistent long-term appreciation of its assets through investment in a diversified portfolio of Underlying Funds. Investors in the Company will be offered an opportunity to participate indirectly in the same investment portfolio as that of AllBlue.

AllBlue seeks to achieve its investment objective through investment in Underlying Funds, each of which on its own has a distinct investment objective and approach, and which collectively form a diversified basket of hedge fund investments. AllBlue currently invests in eight Underlying Funds comprising BlueCrest Capital International Limited, BlueTrend Fund Limited, BlueCrest Emerging Markets Fund Limited, BlueCrest Mercantile Fund Limited, BlueMatrix Fund Limited, BlueCrest Multi Strategy Credit Fund Limited, BlueCube Limited and Alignment Global Fund, all of which are managed by BlueCrest. AllBlue may in the future exclude any or all of these funds or include any other investment fund established by BlueCrest or by managers with close links to BlueCrest, from time to time.

BlueCrest is the appointed investment manager of AllBlue. BlueCrest seeks to construct a portfolio of investments for AllBlue, comprising the Underlying Funds, by utilising proprietary optimisation techniques as well as an in-depth understanding of underlying positions, correlations and risks. Both allocations and risks are closely monitored on a monthly basis by BlueCrest's AllBlue committee, comprising a team of senior investment professionals of BlueCrest. BlueCrest reviews the allocation of AllBlue's assets amongst the Underlying Funds on a monthly basis and makes such adjustments as it deems appropriate.

It is the policy of BlueCrest that the assets of AllBlue will be predominantly fully invested. However, AllBlue may hold certain assets in cash or cash equivalents from time to time, should it consider that this is required for efficient portfolio management or otherwise in the best interests of AllBlue.

Gearing

Although the Company has power under its Articles to borrow up to an amount equal to 10 per cent. of its net assets at the time of the drawdown, the Directors do not intend that the Company should engage in any structural borrowing. Any borrowing would only be for the purpose of managing day-to-day cash flow, for meeting expenses of the Company and for funding repurchases of Shares. The Company has entered into a facility agreement with Barclays Private Clients International Limited pursuant to which it has been provided with a 364 day revolving credit facility of £5.5 million. Up to £5,000,000 of the facility may be used in respect of sums to repurchase the Company's Ordinary Shares and up to £500,000 may be used in respect of general working capital requirements. All monies drawn down and repaid can be drawn down again, provided such drawdown is within the terms of the facility, which falls for repayment on 9 February 2010.

AllBlue does not employ any leverage but may engage in short term borrowing, as is deemed necessary from time to time, pending the availability of subscription monies to fund new allocations to Underlying Funds, or in order to fund redemptions ahead of redemption proceeds being made available.

None of the Underlying Funds are subject to any limits on the extent to which borrowings or leverage may be employed and they may leverage through the use of options, futures, options on futures, swaps and other synthetic or derivative financial instruments.

General

The Company currently complies with the investment restrictions set out below and will continue to do so for so long as they remain requirements of the UK Listing Authority as set out below:

• neither the Company nor any of its subsidiaries will conduct any trading activity which is significant in the context of its group as a whole;

• the Company will avoid cross-financing between businesses forming part of its investment portfolio;

• the Company will avoid the operation of common treasury functions as between the Company and investee companies;

• not more than 10 per cent., in aggregate, of the value of the total assets of the Company will be invested in other listed closed-ended investment funds other than closed-ended investment funds which themselves have published investment policies to invest no more than 15 per cent. of their total assets in other listed closed-ended investment funds; and 

• the Company must, at all times, invest and manage its assets in a way which is consistent with its object of spreading investment risk and in accordance with the published investment policy.

The Directors do not currently intend to propose any material changes to the Company's investment policy, save in the case of exceptional or unforeseen circumstances. As required by the Listing Rules, any material change to the investment policy of the Company will be made only with the approval of Shareholders.

AllBlue portfolio allocations

As at the date of the Registration Document, the investment portfolio of AllBlue was allocated on the following basis amongst the Underlying Funds:

Underlying Fund	Allocation (%)†
BlueCrest Capital International Limited	35.00
BlueTrend Fund Limited	16.00
BlueCrest Emerging Markets Fund Limited	15.67
BlueCrest Mercantile Fund Limited	7.75
BlueMatrix Fund Limited	5.45
BlueCrest Multi Strategy Credit Fund Limited	14.09
BlueCube Limited	5.00
Alignment Global Fund	1.00‡
Cash	0.04
	100.00

† Allocation as at 1 December 2009.

‡ As at 1 December 2009, this allocation is held in cash and will be invested in Alignment Global Fund on or about 4 December 2009, subject to the approval of the directors of Alignment Global Fund.

Summary of Underlying Funds

The investment objective of each of the Underlying Funds is to provide consistent long-term appreciation of its assets. An outline of the Underlying Funds' investment policies and approaches is set out below:

(i)     BlueCrest Capital International Limited - invests into BlueCrest Capital International Master  Fund Limited which uses active, leveraged trading and investment on a global basis, principally in a portfolio of debt and equity instruments and foreign exchange and derivatives relating to those instruments, including swaps, futures and options contracts. To achieve its investment objective, its investment process consists of applying quantitative microanalysis of price interrelationships across markets and asset classes to capitalise on pricing anomalies within an existing trend in order to construct strategies with superior risk/return profiles.

(ii)     BlueTrend Fund Limited - invests into BlueTrend Master Fund Limited which uses a systematic trading model or portfolio of systematic trading models. Its investment manager applies the systematic trading model(s) to a wide range of securities markets. Capital allocation decisions between the models, between the markets within a model and individual buy and sell decisions within such markets are made on a systematic basis using quantitative analysis.

(iii)     BlueCrest Emerging Markets Fund Limited - invests into BlueCrest Emerging Markets Master Fund Limited which provides exposure to global emerging markets, through active, leveraged trading and investment in such markets. It adopts an investment approach of constructing strategies that combine a long-term investment horizon with short-term tactical risk. 

(iv)     BlueCrest Mercantile Fund Limited - invests into BlueCrest Mercantile Master Fund Limited which seeks to achieve its investment objective through active investment, on a global basis, principally in a portfolio of trade finance, commodities and project finance and related assets and receivables.

(v)     BlueMatrix Fund Limited - invests into BlueMatrix Master Fund Limited which seeks to achieve its investment objective through the implementation of a systematic trading model or portfolio of systematic trading models. Such model(s) trade in a number of debt, equity, foreign exchange and commodity instruments, and derivatives relating to those instruments, including swaps, indices, forwards, futures and option contracts.

(vi)     BlueCrest Multi Strategy Credit Fund Limited - invests into BlueCrest Multi Strategy Credit Master Fund Limited which seeks to achieve its investment objective through the construction of a portfolio of investments focusing on three separate credit strategies: credit correlation and volatility and long-short credit.

(vii)    BlueCube Limited - invests into BlueCube Master Fund Limited which seeks to achieve its investment objective through the implementation of a systematic trading model or portfolio of systematic trading models. Such model(s) may trade in a number of debt, equity, foreign exchange and commodity instruments, and derivatives relating to those instruments, including swaps, indices, forwards, futures and option contracts. 

(viii)    Alignment Global Fund - the investment objective of this fund is to provide high quality risk-adjusted returns from a diverse portfolio of fixed income and foreign exchange absolute return strategies. 

Performance review

The following tables show the NAV performance of the Company's Shares and of AllBlue's class A shares and the corresponding levels of volatility as compared with a widely used composite hedge funds index and traditional equity and government bond indices as at 30 October 2009:

	Sterling Shares NAV	AllBlue class A Sterling shares NAV4	CS/Tremont All Hedge  Index1	MSCI World Index2	BarCap  Global Bond Index3
Annualised returns
Last 12 months	24.22%	24.50%	5.94%	15.56%	18.41%
Since Company inception5	13.46%	14.20%	(2.05%)	(5.09%)	7.63%
Since AllBlue inception6	-	13.96%	(1.36%)	(4.50%)	7.73%
Annualised Volatility 7
Last 12 months	3.20%	3.21%	6.35%	24.87%	8.69%
Since Company inception5	5.48%	5.27%	9.26%	20.30%	6.87%
Since AllBlue inception6	-	5.45%	9.04%	19.76%	6.72%
Sharpe Ratio 8
Since Company inception5	1.90	2.09	(0.44)	(0.28)	0.74
Since AllBlue inception 6	-	1.97	(0.38)	(0.27)	0.76
AllBlue Correlation
Since Company inception 5	-	-	0.27	0.05	0.08
Since AllBlue inception6	-	-	0.29	0.09	0.07

	Euro Shares NAV	AllBlue class A Euro shares NAV4	CS/Tremont All Hedge Index1	MSCI World Index2	BarCap Global Bond Index3
Annualised returns
Last 12 months	24.21%	24.50%	5.94%	15.56%	18.41%
Since Company inception5	12.27%	13.01%	(2.05%)	(5.09%)	7.63%
Since AllBlue inception6	-	12.05%	0.06%	(1.83%)	6.27%
Annualised Volatility 7
Last 12 months	3.27%	3.20%	6.35%	24.87%	8.69%
Since Company inception5	5.46%	5.34%	9.26%	20.30%	6.87%
Since AllBlue inception6	-	5.75%	8.67%	18.83%	6.53%
Sharpe Ratio 8
Since Company inception5	1.71	1.86	(0.44)	(0.28)	0.74
Since AllBlue inception 6	-	1.54	(0.26)	(0.15)	0.54
AllBlue Correlation
Since Company inception 5	-	-	0.26	0.05	0.08
Since AllBlue inception6	-	-	0.30	0.13	0.13

	US$ Shares NAV	AllBlue class A US$ shares NAV4	CS/Tremont All Hedge Index1	MSCI World Index2	BarCap Global Bond Index3
Annualised returns
Last 12 months	23.26%	23.40%	5.94%	15.56%	18.41%
Since Company inception5	12.42%	13.14%	(2.05%)	(5.09%)	7.63%
Since AllBlue inception6		12.55%	0.06%	(1.83%)	6.27%
Annualised Volatility 7
Last 12 months	3.23%	3.22%	6.35%	24.87%	8.69%
Since Company inception5	5.42%	5.28%	9.26%	20.30%	6.87%
Since AllBlue inception6		5.70%	8.67%	18.83%	6.53%
Sharpe Ratio 8
Since Company inception5	1.74	1.90	(0.44)	(0.28)	0.74
Since AllBlue inception 6		1.63	(0.26)	(0.15)	0.54
AllBlue Correlation
Since Company inception 5	-	-	0.30	0.08	0.10
Since AllBlue inception6	-	-	0.34	0.16	0.14

Sources:

1.     CS/Tremont All Hedge Index is a US Dollar based index of investable hedge funds (Bloomberg ticker SECTAH Index).

2.     MSCI World Index is a US Dollar based index (Bloomberg ticker MXWO Index).

3.     BarCap Global Bond Index is the BarCap Global Agg Index which is a USD based index (Bloomberg ticker LEGATRUU Index).

4.     BlueCrest Capital Management LLP.

5.    For the period from 25 May 2006 (for the period from 31 May 2006 in relation to the AllBlue shares).

6.     For the period from 1 September 2005 in relation to the AllBlue class A Euro and class A US$ shares and from 1 March 2006 in relation to the AllBlue class A Sterling shares.

7.     Assumptions for calculation methodology for annualised volatility: If Ri are the monthly returns then annualised volatility = stdev(Ri) * √12.

8.     Assumptions for calculation methodology for sharpe ratio: If Ri are the monthly returns, rfi are the monthly risk free rates (from US TBills, GB1M in Bloomberg divided by 12), di the number of working days in the months, calculate: Sharpe Ratio = Num/Den. Where Den = stdev(Ri) * √12 and Num = average(Ni) with Ni = (Ri - rfi) * 260/di.

AllBlue has grown to US$2.4 billion over the period from inception in September 2005 to 30 October 2009, reflecting direct investments and the issuance of new structured products relating to investments in AllBlue.

The aggregate net asset value of AllBlue for the three years ended 31 December 2006, 2007 and 2008 respectively and the period ended 30 October 2009  were as follows:

	30 October 2009 US$bn	31 December 2008 US$bn	31 December 2007 US$bn	31 December 2006 US$bn
Aggregate NAV	2.4	1.4	2.0	2.5

Market trends for AllBlue

The Board, in consultation with BlueCrest, believes that AllBlue has a diversified portfolio of trading positions spread across the Underlying Funds. Each of the Underlying Funds has its own trading strategy reflecting the expertise of the respective fund management teams within BlueCrest. The Board, in consultation with BlueCrest, believes that most trends which have an impact on the pricing of financial assets will affect, in some measure, the performance of AllBlue and, by extension, the Company. This group of trends may include, but will not be limited to, liquidity provided to capital markets by central banks, inflationary expectations, growth expectations for economies and companies, distribution of growth between sectors in economies, expected and delivered volatility of assets as well as perceived credit worthiness of counterparties and issuers.

Risk assets have recovered strongly during 2009 as central bank monetary measures have taken hold. Volatility has declined sharply from the crisis highs and has settled, for most asset classes at the upper end of the pre-crisis trading range. The current weakened state of national and bank balance sheets will continue to make markets nervous and there is little market-priced reward for non-financial (geo-political) risks or for further financial system strain. Absent an obvious equity bubble, monetary policy is likely to remain accommodative for a considerable time. Risk to US and UK long bond yields are to the upside, although timing is uncertain. Given this outlook, trading strategies are likely to continue to outperform a static allocation approach.

The Board understands that allocation by AllBlue to BlueCube Limited is expected to increase from current levels owing to the current market conditions.

AllBlue's ability to trade risk within these strategies profitably is dependent on the ability of BlueCrest (and any other investment managers of the Underlying Funds from time to time) to recruit and retain high quality investment and quantitive talent. The trend towards larger investment managers who can supply an increasingly large and complex support infrastructure to portfolio managers is in AllBlue's favour and facilitates the acquisition and retention of that talent.

Competitive strengths

Access to one of Europe's leading alternative multi strategy investment managers

Investors in the Company will gain access to BlueCrest, one of Europe's leading multi-strategy alternative investment managers. BlueCrest is characterised by an institutionalised business model and a rigorous investment process coupled with a flexible, entrepreneurial culture.

BlueCrest's in-depth knowledge of AllBlue and Underlying Funds confers significant advantages

As the investment manager of both AllBlue and the current Underlying Funds, the Board believes that BlueCrest is able to offer investors significant advantages when compared with third party funds of hedge funds by virtue of its superior knowledge base in relation to AllBlue and the Underlying Funds. BlueCrest will be able to take allocation decisions as between the Underlying Funds on the basis of up to date knowledge of performance and the investment positions within the Underlying Funds.

Absolute return funds offering a diversified exposure

The Board believes that the selection of Underlying Funds which comprise AllBlue offers investors an attractive mix of exposures to different asset classes and investment processes. Moreover, the exposure has resulted historically in a low correlation with equity markets given the diversified allocation and the investment policies adopted by the Underlying Funds.

Single manager structure prevents fee layering

Since management fees are charged on the Underlying Funds and no additional investment management and performance fees are currently charged at the AllBlue or the Company level, investors can receive the benefits of a diversified exposure to a fund of funds without being charged for the allocation process.

Issue arrangements

The Company is holding an extraordinary general meeting of Shareholders on 10 December 2009 to disapply the pre-emption rights granted to Shareholders. The Issue is conditional on the adoption, at the 10 December 2009 extraordinary general meeting, of a resolution disapplying the pre-emption rights.

In addition to the adoption of a resolution disapplying the pre-emption rights, the Placing and Offer for Subscription are conditional, amongst other things, on (i) Admission having become effective on or before 8.00 a.m. on 16 December 2009 or such later time and/or date as the Company and RBS Hoare Govett may agree (being not later than 8.00 a.m. on 15 January 2010); and (ii) the Placing and Offer Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms prior to Admission. Neither the Placing nor the Offer for Subscription have been underwritten.

The Placing

The Placing Shares are being conditionally placed at the Issue Price with investors, subject, inter alia, to the Placing and Offer Agreement becoming unconditional. Under the terms of the Placing and Offer Agreement, RBS Hoare Govett has agreed to use its reasonable endeavours to procure Placees for the Placing Shares. Commitments under the Placing must be received by RBS Hoare Govett no later than 3.00 p.m. on 10 December 2009 (or such later time and/or date as the Company and RBS Hoare Govett may agree).

The Directors may, with the prior approval of RBS Hoare Govett, extend the Placing period by no more than four weeks. In the event that the Placing period is changed, the Company will notify investors of changes to the timetable by the publication of a notice through a regulatory information service provider to the London Stock Exchange.

The Offer for Subscription

The Company is making the Offer for Subscription under which C Shares are being made available to the public in the United Kingdom only. Applicants under the Offer for Subscription will be required to apply for C Shares at the Issue Price, payable in full on application, to be received by the Receiving Agent at the address set out below by no later than 11.00 a.m. on 10 December 2009. Application Forms must be posted or delivered (during normal business hours only) to the Receiving Agent, so as to arrive no later than 11.00 a.m. on 10 December 2009. The Offer for Subscription will, unless extended, close at that time.

The minimum subscription pursuant to the Offer for Subscription is £50,000/€55,000/US$80,000 and applications under the Offer for Subscription must be for at least the minimum subscription amount and thereafter in multiples of £1,000/€1,000/US$1,000 as the case may be.

The Company may, in its absolute discretion, determine to accept applications in lesser amounts from (i) authorised persons or (ii) persons (including Directors) having a pre-existing connection with the Company including BlueCrest and its affiliates.

It may be necessary to scale back applications under the Offer for Subscription. The right is reserved to decline in whole or in part any applications for C Shares under the Offer for Subscription. Accordingly, applicants for C Shares under the Offer for Subscription may, in certain circumstances, not be allotted the value of C Shares for which they have applied.

The Offer for Subscription is only being made to the public in the United Kingdom and applications for Offer Shares will only be accepted from United Kingdom residents unless the Company (in its absolute discretion) determines that applications may be accepted from non-United Kingdom residents without compliance by the Company with any regulatory, filing or other requirements or restrictions.

Costs of the Issue

The costs of the Issue include the fees, commissions and expenses of RBS Hoare Govett, the Administrator, the Registrar, legal fees of the Company and RBS Hoare Govett and accounting fees, promotion, printing, advertising and distribution costs. The costs of the Issue attributable to RBS Hoare Govett's fees will depend on the level of the gross proceeds of the Issue. The expenses attributable to the Company (which will be limited to a maximum of 1 per cent. of the aggregate proceeds of the Issue) will be payable from the proceeds of the Issue and will be paid on or around Admission.

C Shares

The issue of C Shares is designed to overcome the potential disadvantages for both existing and new investors, which could arise out of a conventional fixed price issue of further Ordinary Shares of an existing issued class for cash. In particular:

• the assets representing the net proceeds of the issue of each class of C Shares will be accounted for as a separate pools of assets until the Calculation Time. By accounting for the net proceeds arising from the issue of the C Shares separately, holders of existing Ordinary Shares will not be exposed to a portfolio containing a substantial amount of uninvested cash before the Calculation Time;

• the Net Asset Value of the existing Ordinary Shares will not be diluted by the expenses associated with the Issue which will be borne, in part, by the subscribers for C Shares and not by existing Ordinary Shareholders; and

• the basis upon which the Sterling C Shares, Euro C Shares and US$ C Shares will convert into Sterling Shares, Euro Shares and US$ Shares respectively is such that the number of Sterling Shares, Euro Shares and US$ Shares to which holders of the relevant classes of C Shares will become entitled will reflect the relative investment performance and value of the pool of new capital attributable to each such class of C Share raised pursuant to the Issue up to the Calculation Time as compared to the assets attributable to the relevant class of existing Ordinary Shares at that time and as a result, neither the Net Asset Value attributable to each class of the existing Ordinary Shares nor the Net Asset Value attributable to the classes of Sterling C Shares, Euro C Shares and US$ C Shares will be adversely affected by Conversion.

Pending full investment, the assets attributable to a particular C Share class arising from the issue of the C Shares may be invested in short-term money market instruments (including gilts) and cash with institutions (or wholly owned subsidiaries of institutions) which are rated A1 (or above) by Standard & Poor's or an equivalent rating agency.

Fractions of Ordinary Shares, arising on Conversion will not be allocated to holders of C Shares but will be aggregated and sold for the benefit of the Company.

The C Shares will carry the right to any dividends or distributions in respect of the assets attributable to the relevant C Share class only, although it is not expected that any such dividends or distributions will be paid. The consent of C Shareholders as a class will be required in connection with certain matters specified in the Articles but otherwise the C Shares have no voting rights. C Shareholders will be entitled to participate in a winding-up of the Company or on a return of capital as specified in the Articles. The Sterling Shares, Euro Shares and US$ Shares arising on Conversion of the Sterling C Shares, Euro C Shares and US$ C Shares respectively will rank pari passu with the Sterling Shares, Euro Shares and US$ Shares respectively then in issue.

Conversion methodology

At the Calculation Time, the net assets attributable to each class of Ordinary Shares then in issue, the net assets attributable to each class of C Share, and hence the Conversion Ratios, will be calculated. Conversion of the C Shares will take place shortly after the Calculation Time. Holders of C Shares will receive such number of Sterling Shares, Euro Shares and/or US$ Shares as results from applying the relevant Conversion Ratio to their holding of C Shares at the Conversion Time.

Dealings

Application has been made to the UK Listing Authority for all the C Shares of the Company which are subject of the Issue to be admitted to the Official List. Application has also been made for such C Shares to be admitted to trading on the main market of the London Stock Exchange. It is expected that such admissions will become effective and dealings in the C Shares on the London Stock Exchange will commence on 16 December 2009. Any dealings in C Shares in advance of the crediting of the relevant stock account would be at the risk of the person concerned.

The ISIN number and SEDOL code for the Sterling C Shares are GG00B3QFJX58 and B3QFJX5 respectively.

The ISIN number and SEDOL code for the Euro C Shares are GG00B3X4S86 and B3RX4S8 respectively.

The ISIN number and SEDOL code for the US$ C Shares are GG00B3NPKD50 and B3NPKD5 respectively.

CREST

C Shares will be issued in registered form and may be held in either certificated or uncertificated form and settled through CREST.

It is expected that the Company will arrange for Euroclear to be instructed on 16 December 2009 to credit the appropriate CREST accounts of the subscribers concerned or their nominees, with their respective entitlements to C Shares in respect of C Shares issued in uncertificated form. The names of subscribers or their nominees investing through their CREST accounts will be entered directly on to the share register of the Company. Definitive share certificates in respect of C Shares held in certificated form will be despatched by post by 23 December 2009. Temporary documents of title will not be issued.

Expected Timetable

Latest time and date for receipt of completed Application Forms and payment in full by cheque under the Offer for Subscription	11.00 a.m. on 10 December 2009
Latest time and date for receipt of Placing commitments	3.00 p.m. on 10 December 2009
Results of Issue announced	11 December 2009
Dealings commence in C Shares	8.00 a.m. on 16 December 2009
CREST stock accounts credited in respect of C Shares	16 December 2009
Share certificates in respect of C Shares despatched	By 23 December 2009
Calculation Time	31 December 2009
Conversion of C Shares	By 12 February 2010

Terms used in this announcement shall, unless the context otherwise requires, bear the meanings given to them in the Prospectus, comprising a Summary Note, Securities Note and Registration Document dated 2 December 2009.

RBS Hoare Govett Limited, which is authorised and regulated by the Financial Services Authority, is acting exclusively for the Company and no one else in connection with the Issue and is not advising any person or treating any person as its customer in relation to the Issue and will not be responsible to anyone other than the Company for providing the protections afforded to clients of RBS Hoare Govett or for providing advice in relation to the Issue or any matter referred to herein. 

Copies of the Registration Document, Securities Note and Summary Note are available for inspection at the Document Viewing Facility, the Financial Services Authority, 25 North Colonnade, Canary Wharf, London E14 5HS.

For further information please contact: 

Anson Fund Managers Limited 

Secretary 

Tel: [phone] 

RBS Hoare Govett Limited 

Gary Gould

Tel: [phone] 

Ed Orlebar/Caroline Villiers/Louise Hatch

M:Communications

Tel: [phone]

 

END

 

 

STRDLLFBKLBZFBB