B&G Holding Appoints UBS as Sponsor of Crea...
Boussard & Gavaudan Holding Limited ("B&G Holding" or the "Company")
today announces that it is now presenting proposals for the creation
of a sterling class of ordinary shares to be listed and traded
alongside the existing euro ordinary shares class on Euronext
Amsterdam by NYSE Euronext ("Euronext Amsterdam"). In addition, the
Company is making an application for admission of its sterling and
euro classes of shares to the Official List of the UK Listing
Authority (the "Official List") and to trading on the London Stock
Exchange's main market for listed securities ("LSE"), creating a dual
primary listing for B&G Holding in London and Amsterdam. UBS
Investment Bank will be appointed as financial adviser in connection
with the dual primary listing and as sponsor in connection with the
admission to the Official List.
The sterling share class will be created through the conversion of
existing euro shares into sterling shares at the prevailing net
asset value per euro share at the specified conversion calculation
date. Shareholders wishing to participate in the conversion process
will be required to notify the Company prior to the specified
conversion calculation date and it is expected that they will receive
their sterling shares shortly after admission to trading of the
sterling shares. Thereafter each quarter shareholders will be
offered the right to convert shares from one class into another at
the prevailing net asset value per share at the conversion
calculation date at the end of the relevant quarter.
B&G Holding has convened an Extraordinary General Meeting for 17 June
at which it will seek shareholder approval for the creation of the
sterling share class and the establishment of a quarterly conversion
facility to permit shareholders to switch between euro and sterling
shares. Admission of the sterling shares to listing and trading on
Euronext Amsterdam and the admission of the sterling and euro shares
to the Official List and to trading on the LSE is expected in the
early second half of 2008.
Emmanuel Gavaudan, CEO of Boussard & Gavaudan Asset Management LP,
commented:
"I am delighted that B&G Holding has decided to go ahead with the
creation of a sterling share class and a dual primary listing in
Amsterdam and London. These measures are aimed at achieving liquidity
and transparency for the benefit of shareholders and it is hoped that
the quarterly conversion facility will assist B&G Holding in
accomplishing these objectives. The proposals the Company has
announced are intended to be shareholder friendly and to bring
long-term benefits to all investors."
For further information, please contact:
B&G Asset Management +44 20 7514 0700
Emmanuel Gavaudan
Financial Dynamics +44 20 7269 7200
Rob Bailhache
Nick Henderson
UBS Investment Bank +44 20 7567 8000
John Humphrey
Joe Winkley
www.bgholdingltd.com
The Company is established as a closed-ended investment company
domiciled in Guernsey. The Company has received the necessary
approval of the Guernsey Financial Services Commission and the States
of Guernsey Policy Council. The Company is registered with the Dutch
Authority for the Financial Markets as a collective investment scheme
pursuant to article 2:73 in conjunction with 2:66 of the Dutch
Financial Supervision Act (Wet op het financieel toezicht).
This announcement is for information purposes only and is not an
offer to invest. All investments are subject to risk. Past
performance is no guarantee of future returns. Prospective investors
are advised to seek expert legal, financial, tax and other
professional advice before making any investment decision. The value
of investments may fluctuate. Results achieved in the past are no
guarantee of future results.
This is not an offer to sell or a solicitation of any offer to buy
any securities in the United States or in any other jurisdiction.
This announcement is not intended to and does not constitute, or form
part of, any offer or invitation to purchase any securities or the
solicitation of any vote or approval in any jurisdiction, nor shall
there be any sale, issuance or transfer of the securities referred to
in this announcement in any jurisdiction in contravention of
applicable law.
Neither the Company nor the Sark Fund have been, and neither will be,
registered under the US Investment Company Act of 1940, as amended
(the "Investment Company Act"). In addition the securities
referenced in this announcement have not been and will not be
registered under the US Securities Act of 1933, as amended (the
"Securities Act"). Consequently any such securities may not be
offered, sold or otherwise transferred within the United States or
to, or for the account or benefit of, US persons except in accordance
with the Securities Act or an exemption therefrom and under
circumstances which ill not require the issuer of such securities to
register under the Investment Company Act. No public offering of any
securities will be made in the United States.
UBS Limited ("UBS" or "UBS Investment Bank") is acting exclusively
for B&G Holding and no-one else in connection with the offer of
sterling shares and the admission of sterling shares and euro shares
to the Official List and to trading on the LSE. UBS does not regard
any other person (whether or not a recipient of this announcement) as
its client and will not be responsible to anyone other than B&G
Holding for providing the protections afforded to its clients, nor
for providing advice in connection with the contents of this
announcement or any transaction, arrangement or other matter referred
to herein.
No representation or warranty, express or implied, is made or given
by or on behalf of UBS or any of its respective affiliates or any of
such person's directors, officers or employees or any other person as
to the accuracy, completeness or fairness of the information or
opinions contained in this announcement and no responsibility or
liability is accepted for any such information or opinion.
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Obtains access to the information in a personal capacity;
Is not required to be regulated or supervised by a body concerned with the regulation or supervision of investment or financial services;
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Uses the information solely in relation to the management of their personal funds and not as a trader to the public or for the investment of corporate funds;
Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
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