Placing and Offer for Subscri

RNS Number : 9961L

BlueCrest AllBlue Fund Ltd

17 May 2010

BlueCrest AllBlue Fund Limited (the "Company")

Placing and Offer for Subscription of C Shares

Introduction

Further to the announcement by the Company on 21 April 2010, the Company published on 14 April 2010 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 31 March 2010 the NAV return of each of the Sterling Shares, Euro Shares and US$ Shares was 19.27 per cent., 19.40 per cent. and 19.02 per cent. respectively. Since inception of the Company in May 2006, the annualised NAV return of each share class to 31 March 2010 was 13.21 per cent., 12.18 per cent. and 12.25 per cent. respectively.

As at 13 May 2010, the Company's total issued share capital consisted of 298,934,499 Ordinary Shares, of which 273,125,704 were designated as Sterling Shares (of which 450,000 Sterling Shares were held in treasury), 4,714,739 as Euro Shares and 21,094,056 as US$ Shares. As at 31 March 2010, the unaudited aggregate net assets of the Company (in Sterling terms) were approximately £457.7 million, equivalent to an unaudited NAV per Sterling Share of £1.5774, per Euro Share of €1.5226 and per US$ Share of US$1.5264.

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, Euro C Shares and US$ C Shares, are being made available for subscription pursuant to the Issue and will be issued at £1.00, €1.00 and US$1.00 each respectively.

RBS Hoare Govett Limited and Dexion Capital plc are acting as joint bookrunners to the Issue. RBS Hoare Govett Limited is also acting as sole sponsor and corporate broker to the Issue.

The net proceeds of the Issue will be all or substantially all invested in shares of AllBlue Limited ("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;

· allow 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 seven 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 and BlueCube Limited, all of which are managed by members of the BlueCrest Group. 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 and the AllBlue Sub-Investment Managers have been appointed as sub-investment managers. The AllBlue Sub-Investment Managers seek 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 the BlueCrest Group AllBlue committee, comprising a team of senior investment professionals of BlueCrest. BlueCrest Capital Management Guernsey LP 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 Capital Management Guernsey LP 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. On 31 December 2009, the Company entered into a £500,000 overdraft facility with Barclays Private Clients International Limited (the "Lender"), which is repayable on demand by the Lender and is due to expire on 3 August 2011.

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:

· 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	37.5
BlueTrend Fund Limited	13.0
BlueCrest Emerging Markets Fund Limited	14.0
BlueCrest Mercantile Fund Limited	12.5
BlueMatrix Fund Limited	4.5
BlueCrest Multi Strategy Credit Fund Limited	14.5
BlueCube Limited	4.0
	100.00

† Allocation as at 1 May 2010.

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, 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.

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 31 March 2010:

	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	19.27%	19.51%	23.04%	49.09%	10.23%
Since Company inception⁵	13.21%	13.89%	0.82%	(2.49%)	6.33%
Since AllBlue inception⁶	-	13.70%	1.28%	(2.10%)	6.49%
Annualised Volatility ⁷
Last 12 months	3.59%	3.60%	4.02%	15.63%	6.57%
Since Company inception⁵	5.21%	5.01%	9.12%	19.65%	6.97%
Since AllBlue inception⁶	-	5.19%	8.92%	19.20%	6.83%
Sharpe Ratio ⁸
Since Company inception⁵	2.00	2.19	(0.10)	(0.15)	0.61
Since AllBlue inception ⁶	-	2.07	(0.06)	(0.14)	0.63
AllBlue Correlation
Since Company inception ⁵	-	-	0.24	0.05	0.11
Since AllBlue inception⁶	-	-	0.27	0.09	0.09

	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	19.40%	19.49%	23.04%	49.09%	10.23%
Since Company inception⁵	12.18%	12.82%	0.82%	(2.49%)	6.33%
Since AllBlue inception⁶	-	11.98%	2.30%	0.10%	5.32%
Annualised Volatility ⁷
Last 12 months	3.54%	3.60%	4.02%	15.63%	6.57%
Since Company inception⁵	5.18%	5.07%	9.12%	19.65%	6.97%
Since AllBlue inception⁶	-	5.50%	8.57%	18.37%	6.63%
Sharpe Ratio ⁸
Since Company inception⁵	1.83	1.98	(0.10)	(0.15)	0.61
Since AllBlue inception ⁶	-	1.64	0.03	(0.05)	0.45
AllBlue Correlation
Since Company inception ⁵	-	-	0.24	0.05	0.10
Since AllBlue inception⁶	-	-	0.29	0.13	0.14

	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	19.02%	19.14%	23.04%	49.09%	10.23%
Since Company inception⁵	12.25%	12.91%	0.82%	(2.49%)	6.33%
Since AllBlue inception⁶	-	12.41%	2.30%	0.10%	5.32%
Annualised Volatility ⁷
Last 12 months	3.62%	3.60%	4.02%	15.63%	6.57%
Since Company inception⁵	5.15%	5.02%	9.12%	19.65%	6.97%
Since AllBlue inception⁶	-	5.45%	8.57%	18.37%	6.63%
Sharpe Ratio ⁸
Since Company inception⁵	1.85	2.02	(0.10)	(0.15)	0.61
Since AllBlue inception ⁶	-	1.73	0.03	(0.05)	0.45
AllBlue Correlation
Since Company inception ⁵	-	-	0.28	0.08	0.12
Since AllBlue inception⁶	-	-	0.32	0.16	0.15

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 (UK) 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 is 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$3.2 billion over the period from inception in September 2005 to 1 April 2010, 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 2007, 2008 and 2009 respectively and the period ended 1 April 2010 was as follows:

	1 April 2010 US$bn	31 December 2009 US$bn	31 December 2008 US$bn	31 December 2007 US$bn
Aggregate NAV	3.2	2.5	1.4	2.0

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 the BlueCrest Group.

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.

The current weakened state of national balance sheets will continue to make the markets nervous, and monetary policy is likely to remain accommodative for a considerable time. The continued uncertainty about the timing and magnitude of central bank activity presents an environment where trading strategies are likely to outperform a static allocation approach. The Board, in consultation with BlueCrest, believes that this environment should be favourable for the Underlying Funds.

AllBlue's ability to allocate risk within these strategies profitably is dependent on the ability of the BlueCrest Group (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 more sophisticated investment managers who can supply an increasingly developed and complex support infrastructure to portfolio managers is in AllBlue's favour and facilitates the acquisition and retention of talent.

Competitive strengths

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

Investors in the Company will gain access to the BlueCrest Group, one of Europe's leading multistrategy alternative investment managers. The BlueCrest Group 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 the BlueCrest Group 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. The AllBlue Sub-Investment Managers 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.

Robust risk management approach

In addition to the detailed risk exposure analysis performed at the level of the Underlying Funds, the BlueCrest Group has developed a suite of analytical techniques in order to manage risk. These include scenario analysis, which looks at past periods of market instability and reviews the impact a recurrence of these periods would have on the amount of capital that should be held to cover these risks; solvency analysis, which reviews the impact of a reduction in liquidity on the portfolio value; and correlation jump analysis, which reviews the impact on risk of shifts in delivered correlation between assets comprising the portfolio. In addition, the BlueCrest Group operates strict stop/loss rules and/or risk rules which are applied across all the Underlying Funds.

Issue arrangements

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 23 June 2010 or such later time and/or date as the Company and the Joint Bookrunners may agree (being not later than 8.00 a.m. on 23 July 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, the Joint Bookrunners have agreed to use their reasonable endeavours to procure Placees for the Placing Shares. Commitments under the Placing must be received by the Joint Bookrunners no later than 3.00 p.m. on 17 June 2010 (or such later time and/or date as the Company and the Joint Bookrunners may agree).

The Directors may, with the prior approval of the Joint Bookrunners, 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 by no later than 11.00 a.m. on 17 June 2010. 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 17 June 2010. 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 the Joint Bookrunners, the Administrator, the Registrar, legal fees of the Company and the Joint Bookrunners and accounting fees, promotion, printing, advertising and distribution costs. The costs of the Issue attributable to the Joint Bookrunners' 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 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 23 June 2010. 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 GG00B3Y72K13 and B3Y72K1 respectively.

The ISIN number and SEDOL code for the Euro C Shares are GG00B3XGCG56 and B3XGCG5 respectively.

The ISIN number and SEDOL code for the US$ C Shares are GG00B3R7T744 and B3R7T74 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 23 June 2010 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 25 June 2010. 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 17 June 2010
Latest time and date for receipt of Placing commitments	3.00 p.m. on 17 June 2010
Results of Issue announced	18 June 2010
Dealings commence in C Shares	8.00 a.m. on 23 June 2010
CREST stock accounts credited in respect of C Shares	23 June 2010
Share certificates in respect of C Shares despatched	By 25 June 2010
Calculation Time	30 June 2010
Conversion of C Shares	By 11 August 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 14 May 2010.

RBS Hoare Govett Limited and Dexion Capital plc, which are authorised and regulated by the FSA, are acting exclusively for the Company and no one else in connection with the Issue and Admission and are not advising any person or treating any person as its customer in relation to the matters referred to in the Prospectus and will not be responsible to anyone other than the Company for providing the protections afforded to clients of RBS Hoare Govett Limited and Dexion Capital plc or for providing advice in relation to the Issue or Admission 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.

17 May 2010

For further information please contact:

Anson Fund Managers Limited

Secretary

Tel: +44 (0)1481 722260

RBS Hoare Govett Limited

Gary Gould/Alex Collins

Tel: +44 (0)20 7678 8000

Dexion Capital plc

Robin Bowie/Ana Haurie

Tel: +44 (0)20 7822 2260

Ed Orlebar/Caroline Villiers/Louise Hatch