Re-classification of Listing
BH Macro Limited
07 March 2008
7 March 2008
BH Macro Limited
Re-classification of Listing
Introduction
BH Macro Limited ('BH Macro' or the 'Company') announces that, with effect from
11 March 2008, its listing will be re-classified from that of an overseas
investment company with a secondary listing under Chapter 14 of the Listing
Rules of the Financial Services Authority to that of an investment company with
a primary listing under Chapter 15 of the Listing Rules.
Background
BH Macro is a closed-ended investment company, registered and incorporated in
Guernsey which invests all of its assets (net of short-term working capital
requirements) in the ordinary shares of Brevan Howard Master Fund Limited (the
'Master Fund'). The Master Fund is an exempted company incorporated with limited
liability in the Cayman Islands as an open-ended investment company on 22
January 2003 and launched on 1 April 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. Exposure is predominantly to
global fixed income and FX markets, employing a combination of global macro and
relative value trading strategies. The Master Fund was launched in April 2003
and as at 31 January 2008, its assets were in excess of US$16.8 billion.
BH Macro and the Master Fund are both managed by Brevan Howard Offshore
Management Limited ('BHOML'). BHOML is part of Brevan Howard whose entities
currently employ over 320 personnel across its offices in London, New York,
Washington, Hong Kong, Dublin, Tokyo, Tel Aviv, Bermuda, Jersey and Mumbai and
manages assets in excess of US$20 billion (as at 29 February 2008). BHOML
delegates investment management responsibility to various investment managers
within the Brevan Howard global network. The principal investment manager is
Brevan Howard Asset Management LLP ('BHAM').
Reclassification of listing
BH Macro was admitted to the Main Market of the London Stock Exchange on 14
March 2007 under Chapter 14 of the Listing Rules. At the time of the Company's
admission to trading ('Admission'), it was unable to apply for a listing under
Chapter 15 of the Listing Rules because its investment policy is to be a feeder
fund into the Master Fund. Feeder funds are now permitted to list under Chapter
15. In light of this and the other changes to the rules set out in Chapter 15,
the board of BH Macro has concluded that it would be in the best interests of
the Company and shareholders as a whole to move BH Macro's listing from Chapter
14 to Chapter 15.
Accordingly the Company has requested and the UKLA has granted authority for the
re-classification of its listing with effect from 11 March 2008. The Company
currently has 28,414,084 Euro Shares, 52,539,657 US dollar Shares and 14,863,976
Sterling Shares in issue and all will be relisted under Chapter 15.
In addition, the Company proposes to convene a meeting of the shareholders to
amend the articles of association to provide for pre-emption rights on the issue
of new shares for cash and to disapply certain of these pre-emption rights.
Notice of the extraordinary general meeting will be despatched to shareholders
in the near future.
Effects of the re-classification
The effect of the re-classification is that the provisions of Chapters 7 to 13
(inclusive) and the revised Chapter 15 of the Listing Rules will apply to the
Company. In summary, these requirements relate to the following matters:
• the application of certain generic 'Listing Principles' (Chapter 7);
• the requirement to appoint a sponsor in certain circumstances (Chapter 8);
• various continuing obligations imposed on a listed company, including specific
contents requirements for circulars issued by the Company (Chapters 9 and 13);
• the requirement to announce or obtain shareholder approval for certain
transactions outside the scope of its published investment policy (depending
on their size and nature) and for certain transactions with 'related parties'
(Chapters 10 and 11);
• certain restrictions in relation to the Company dealing in its own securities
and treasury shares (Chapter 12); and
• certain requirements, as set out in more detail below, which are specific to
investment entities, including in relation to corporate governance, investment
policy and investment diversification (Chapter 15).
From the date of reclassification, the Company will also comply with the
requirements imposed by Chapter 15, certain of the more significant of which
include:
• Listing Rule 15.2.2. BH Macro, through its investment in the Master
Fund, will invest and manage its assets in a way which is consistent with
its object of spreading investment risk.
• Listing Rule 15.2.3. BH Macro will not conduct any trading activity
which is significant in the context of its group as a whole.
• Listing Rule 15.2.4. To the extent relevant, BH Macro will avoid
cross-financing between the businesses forming part of its portfolio and the
operation of treasury functions as between BH Macro and its investee
companies.
• Listing Rule 15.2.6. BH Macro will, at all times, ensure that (1) the
Master Fund's investment policies are consistent with BH Macro's published
investment policy and provide for spreading of investment risk and (2) the
Master Fund in fact invests and manages its investments in a way which is
consistent with BH Macro's investment policy and spreads investment risk.
• Listing Rule 15.2.7. BH Macro will, at all times, invest and manage its
assets in accordance with its investment policy, which is set out in full
below.
• The rules related to independence of the board set out in Listing Rules
15.2.11 to 15.2.13.
• The rules related to obtaining shareholder approval for material changes
to the investment policy of the Company set out in Listing Rules 15.4.8 and
15.4.9.
• The rules relating to further issues set out in Listing Rule 15.4.11
such that the Company will not issue any further shares of a class for cash
at a price below the net asset value per share of that class.
Investment Policy
BH Macro is organised as a feeder fund that invests all of its assets (net of
short-term working capital requirements) directly in Brevan Howard Master Fund
Limited (the 'Master Fund'), a hedge fund in the form of a Cayman Islands
open-ended investment company, and that has as its investment objective the
generation of consistent long-term appreciation by exposure to the Master Fund.
The Master Fund has flexibility to invest in a wide range of instruments
including, but not limited to, debt securities and obligations (which may be
below investment grade), bank loans, listed and unlisted equities, other
collective investment schemes, currencies, commodities, futures, options,
warrants, swaps and other derivative instruments. The Master Fund employs an
investment process which uses a combination of macro and relative value
strategies. The underlying philosophy is to construct strategies, often
contingent in nature, with superior risk/return profiles, whose outcome will
often be crystallised by an expected event occurring within a pre-determined
period of time.
BH Macro may employ leverage for the purposes of financing share purchases or
buy backs, satisfying working capital requirements or financing further
investment into the Master Fund, subject to an aggregate borrowing limit of 20
per cent. of BH Macro's net asset value, calculated as at the time of borrowing.
Borrowing by BH Macro is in addition to leverage at the Master Fund level, which
has no limit on its own leverage.
In the event of any breach of the Company's investment and other restrictions,
the board of BH Macro will as soon as practicable make an announcement through
an appropriate regulatory information service provider and on the Company's
website.
Appointment of Sponsor
JPMorgan Cazenove is acting as Financial Adviser and Sponsor to BH Macro
Limited.
For further information please contact:
Brevan Howard Asset Management, Stephen Stonberg Tel: +44 (0)20 7022 6200
JPMorgan Cazenove Limited, William Simmonds Tel: +44 (0)20 7588 2828
Maitland, Alastair Crabbe Tel: +44 (0)20 7379 5151
This information is provided by RNS
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