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Date Posted: 2007-02-08 09:49
Brevan Howard Asset - BH Macro Prospectus published
RNS Number:9252Q

Brevan Howard Asset Management LLP08 February 2007

This announcement and the information contained herein is not for publication, distribution or release in, or into, directly or indirectly, the United States,

Canada, Australia or Japan or to US persons. The information contained herein does not constitute an offer of securities for sale including in the United States, Australia, Canada or Japan.

8 February 2007 Brevan Howard announces publication of BH Macro prospectus

Brevan Howard Asset Management LLP ('BHAM') today announces publication of the prospectus for BH Macro Limited (the 'Company'), a closed-ended investment company which is intending to list on the London Stock Exchange ('LSE'). The Company intends to raise approximately Euro1 billion through the Offer (the'Offer') of Euro Shares, US Dollar Shares and Sterling Shares (at Euro10 per Euro Share, US$10 per US Dollar Share and #10 per Sterling Share) subject to increase up to Euro1.5billion. The proceeds of the Offer, net of short-term working capital requirements, will be invested in the Brevan Howard Master Fund Limited (the'Master Fund').

Investment highlights of the Offer, which are outlined in the prospectus,include: * Access to a leading global macro fund which is currently closed to additional new or unconnected investments The Offer gives potential Shareholders access to the Master Fund, a leading global macro fund with more than US$11.33 billion in assets under management (as at 31 October 2006) and which is currently closed to new investors for general subscription, with the exception of investments (i) to replace any redemptions by existing investors and (ii) by or for the benefit of the partners, officers and employees of the Brevan Howard Group and their connected persons. * Track record of strong performance since inception despite sub-optimal market conditions for its investment strategies The Master Fund has proved capable of generating positive returns despite sub-optimal market conditions for its investment strategies experienced since its inception in April 2003. The Master Fund has avoided any prolonged period of negative performance and the US Dollar-denominated class A shares in Brevan Howard Fund Limited ('BHFL') (a Feeder Fund which invests its assets solely in the Master Fund) has generated unaudited annualised returns of 10.56% (net of fees) from BHFL's inception on 1 April 2003 to 31 October 2006 despite a challenging environment of rising interest rates, flat yield curves and low volatility. This success is primarily due to an investment process focused on absolute returns which combines in-depth fundamental research with quantitative risk management through careful trade and portfolio construction. * No IPO or set-up costs paid by the Company Other than audit, tax, reporting and other ongoing expenses, the costs and expenses of, and incidental to, the Offer (including all costs related to the establishment of the Company) will be borne by the Manager (as defined below) such that the gross proceeds of the Offer, net of short-term working capital requirements of approximately Euro2 million of the Company, will be available to the Company for investment following Admission. However, if the Management Agreement is terminated for certain grounds either in whole or with respect to a class of Shares during the period ending on the seventh anniversary of Admission, the costs and expenses of the Offer (or, in the case of termination in respect of a class of Shares, the proportion of costs and expenses attributable to such class) up to a maximum of 4% of the gross proceeds of the Offer, will be paid to the Manager by the Company. * Robust Shareholder protection The Company offers robust Shareholder protection, with share repurchase authority and discount management arrangements. These include procedures for closing particular classes of Shares if Shareholders so resolve if and when the relevant class of Shares trades at more than a 10% discount to NAV per Share for a 12-month period. In addition, four of the Company's five Directors are independent of the Company and the Brevan Howard Group. Moreover, although the Company will not be subject to the full force of the UK Listing Rules, it intends to comply voluntarily with certain provisions of the Listing Rules that do not strictly apply to it. * Advanced risk management practices The Investment Managers normally attempt to structure trades with an asymmetrical profit and loss outcome from the universe of potential scenarios. The Investment Managers seek to reduce portfolio risk by, where possible and cost-effective, choosing trades with limited potential loss and by investing in liquid instruments in order to allow losses to be cut rapidly if necessary. The effect is a diversified portfolio of a series of option-like expressions of market views. The Brevan Howard risk management process combines bottom-up risk management with top-down oversight. Each individual trader, with a specified performance-based risk capital allocation, is responsible for complying with his or her own value-at-risk parameters through trade and portfolio structuring. BHAM, in its capacity as Risk Manager and by reference to capital limits set by the Manager, undertakes top-down risk management through strategy capital allocation, group meetings, and a review of individual trader positions and risks at trader and Master Fund levels. * Preferential fee structure Immediately prior to the Offer, class B shares in BHFL and series B limited partnership interests in Brevan Howard Fund L.P. ('BHLP') were the only generally available means of investing in the Master Fund (excluding transfers and subscriptions by partners, officers and employees of the Brevan Howard Group and their connected persons). Class B Shares in BHFL and series B limited partnership interests in BHLP are subject to a 2% management fee and a 25% performance fee per annum. By contrast, the Shares in the Company will be subject to a 2% Management Fee (as defined below) and a 20% Performance Fee (as defined below) per annum (subject to a high water mark), which is equal to the fee structure of the class A shares of BHFL and series A limited partnership interests in BHLP. * No layering of management and performance fees The Company's investment in the Master Fund will not be subject to management and performance fees at the Master Fund level and will therefore benefit from exposure to the strategies offered by the Master Fund without multiple layering of management or performance fees. However the Master Fund incurs ongoing annual expenses which include an operational services fee paid to BHAM of 0.3% per annum of the Master Fund NAV, fees paid to its administrator, prime brokers and custodians, the Master Fund's directors' fees, audit and legal fees. * Portfolio diversification benefits The Master Fund has been an effective hedge to equities and bonds, with historically limited correlation to those asset classes, providing potentially significant portfolio diversification benefits to long-only investors. The Master Fund's investment strategy is likely to generate stronger returns during market environments in which risk assets underperform. Even in recent market environments which have been favourable to equities and bonds, the Master Fund's strategy has demonstrated the potential to enhance long equity/bond portfolios. Over the period 1 April 2003 to 31 October 2006, the return of a portfolio consisting of a mixture of equities (represented by the S&P 500 Index) and bonds (represented by the Lehman Bond Composite Index) would have been enhanced, without increasing the level of risk, by the introduction of BHFL class A US Dollar shares. * Diversification and liquidity of underlying positions The Master Fund's Investment Managers have more than 50 individual traders to provide broad internal portfolio diversification within the Master Fund's investment objective. The Master Fund principally trades highly liquid instruments in the global fixed income and foreign exchange markets. Liquidity risk is monitored both at a trader and at the Master Fund level on a daily basis. Extreme liquidity scenarios are also included within the daily stress tests.

Should the Offer be successful, the admission and commencement of unconditionaldealings on the London Stock Exchange are expected to occur at 8.00 am on 14 March 2007.

Alan Howard, Partner, Joint-Chief Executive and Chief Investment Officer of

Brevan Howard Asset Management, commented:"BH Macro is a great opportunity for investors to access the Brevan Howard Master Fund, one of the world's leading macro funds. Further attractions are thepreferential fee structure, shareholder protection and all listing costs paid by Brevan Howard."

Citigroup, Goldman Sachs International and JPMorgan Cazenove Limited (the 'Joint

Global Coordinators') are acting as joint global coordinators, joint lead managers and joint bookrunners to the Offer and J.P. Morgan Securities Limited (together with the Joint Global Coordinators, the 'Joint Lead Managers') is acting as joint lead manager to the Offer.- Ends -

For further information please contact:

Brevan Howard +44 (0)20 7022 2533

Stephen Stonberg

Maitland +44 (0)20 7379 5151

Neil Bennett

Alastair Crabbe

Citigroup Jolyon Luke +44 (0)20 7986 7339

Iain Robertson +44 (0)20 7986 7518

Goldman Sachs International

Jeremy Sloan +44 (0)20 7552 1598

JP Morgan Cazenove

Angus Gordon Lennox +44 (0)20 7155 4605

Notes to editors

BH Macro Limited

BH Macro Limited is a closed-ended, limited liability investment company,registered and incorporated in Guernsey on 17 January 2007 with an unlimitedlife.

Brevan Howard Group

The Brevan Howard Group of affiliated entities employs over 250 personnel (including over 100 investment professionals) across its offices in Dublin, Hong

Kong, Jersey, London, New York, Tel Aviv, Tokyo and Washington (the 'Brevan

Howard Group') and manages assets in excess of US$11.5 billion (as at 31 October2006).

The manager of the Company

Brevan Howard Offshore Management Limited ('BHOML' or the 'Manager') is themanager of the Company. BHOML 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 (the 'Law') and the Orders made thereunder.

Brevan Howard Master Fund Limited

The Master Fund is a hedge fund with predominant exposure to global fixed incomeand foreign exchange markets. It was incorporated on 22 January 2003, launchedon 1 April 2003. On 31 October 2006 the Master Fund had assets of approximately$11.33 billion. The Master Fund's current investor base (invested via two feederfunds) is comprised mainly of investment management companies (funds of funds),pension funds, family offices, insurance companies, government agencies andprivate banks.

Brevan Howard Master Fund Investment Objective and Policy

The Master Fund has flexibility to invest in a wide range of instrumentsincluding, but not limited to, debt securities and obligations (which may bebelow investment grade or unrated), bank loans, listed and unlisted equities,other collective investment schemes (which may be open-ended or closed-ended,listed or unlisted, may employ leverage and of which the manager or theinvestment manager may be an affiliate of the Manager), currencies, commodities,futures, options, warrants, swaps and other derivative instruments (which may beexchange-traded or over-the-counter). The Master Fund may engage in short sales.

The Master Fund may retain amounts in cash or cash equivalents (including moneymarket funds) pending reinvestment, for use as collateral or as otherwiseconsidered appropriate to the investment objective.

The Master Fund employs an investment process which primarily uses a combinationof macro and relative value strategies. The underlying philosophy is toconstruct strategies, often contingent in nature, with superior risk/returnprofiles, whose outcome will often be crystallised by an expected eventoccurring within a pre-determined period of time. New trading strategies may beadded as investment opportunities present themselves.

The operating and accounting currency of the Master Fund is the US Dollar. Theforeign currency exposure of the Master Fund to currencies other than the basecurrency is generally hedged through the use of spot and forward foreignexchange contracts or other methods of reducing exposure to currencyfluctuations. Speculative positions in currencies may also be taken for thebenefit of the Master Fund as a whole.

Fee structure

The Manager will be entitled to a management fee (the 'Management Fee') at therate of 2% per annum, payable monthly, of the Net Asset Value of each class of

Shares, and an annual performance fee (the 'Performance Fee') of 20% of anyappreciation in the Net Asset Value of each class of Shares since the end of themost recent period in which the Manager earned a Performance Fee (the 'highwater mark'), subject to certain adjustments.

The Company's investment in the Master Fund will not be subject to managementfees and performance fees at the Master Fund level and will therefore benefitfrom exposure to the strategies offered by the Master Fund without multiplelayering of management or performance fees. However, the Master Fund incursongoing annual expenses which include an operational services fee paid to BHAMof 0.3% per year of the Master Fund NAV, fees paid to its administrator, primebrokers and custodians and the Master Fund's directors' fees.

Discount control

The Board of Directors has been granted authority to purchase in the market upto 14.99% of each class of Shares in issue immediately following Admission, andthe Board intends to seek annual renewal of this authority from Shareholders.

The Directors may, in their discretion, seek to utilise the share repurchaseauthority described above to address any imbalance between the supply and demandfor 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 belowthe most recently published NAV per Share of that class.

Under the Company's Articles of Association, Shareholders of a class of Sharesalso have the ability to call for repurchase of that class of Shares where ithas traded at an average discount of 10% or more to average Net Asset Value overa rolling 12 month period (based on the average daily closing market price ofsuch class of Shares) or, where resolutions for repurchase have been passed byshareholders of all classes of Shares, the winding-up of the Company.

Stabilisation and over-allotment

In connection with the Offer, JPMorgan Cazenove has been appointed to act asstabilisation manager on behalf of themselves, Citigroup, Goldman Sachs

International and JP Morgan (the 'Joint Lead Managers'). In such capacity

JPMorgan Cazenove, or any other person acting for them, may (but will be underno obligation to), to the extent permitted by applicable law, over-allot oreffect other transactions which are intended to stabilise or maintain the marketprice of the Shares at a level higher than that which might otherwise prevail inthe open market. JPMorgan Cazenove is not required to enter into suchtransactions and such transactions may be effected on the London Stock Exchangeand any other securities market, over-the-counter market or otherwise. Suchstabilising measures, if commenced, may be discontinued at any time and must bebrought to an end within 30 days following the date on which conditionaldealings in the Shares commence. Save as required by law, the Joint Lead

Managers do not intend to disclose the extent of any over-allotment and/orstabilisation transactions under the Offer or the amount of any long or shortpositions.

In connection with the Offer, JPMorgan Cazenove as stabilising manager may, forstabilisation purposes, over-allot Shares of each class up to a maximum of 10%of the total number of Shares of each class issued pursuant to the Offer. The

Company has granted to JPMorgan Cazenove, as stabilising manager, an option (the"Over-allotment Option") pursuant to which JPMorgan Cazenove may require the

Company to issue additional Shares at the Offer Price to cover over-allotments,if any, made in connection with the Offer and to cover any short positionsresulting from such over-allotments and/or from sales of Shares effected by itduring the stabilising period. The number of Shares of each class subject to the

Over-allotment Option is equal to 10% of the total number of Shares of eachclass issued pursuant to the Offer (before any exercise of the Over-allotmentoption). The Over-allotment Option may be exercised from the date ofcommencement of conditional dealings for a period of 30 calendar daysthereafter.

Directors

Ian Plenderleith (Chairman of the Board)

Ian Plenderleith (UK resident) retired at the end of 2005 after a three-yearterm as a Deputy Governor of the South African Reserve Bank. He served on the

Bank's Monetary Policy Committee and was responsible for money, capital andforeign exchange market operations and for international banking relationships.

He previously worked for over 35 years at the Bank of England in London, wherehe was most recently Executive Director responsible for the Bank of England'sfinancial market operations and a member of the Bank of England's Monetary

Policy Committee. He has also worked at the International Monetary Fund in

Washington DC and served on the Board of the European Investment Bank and onvarious international committees at the Bank for International Settlements. Mr

Plenderleith holds an MA from Oxford University and an MBA from Columbia

Business School, New York.

Anthony Hall

Anthony Hall (Guernsey resident) has 50 years' experience in the financialservices industry. He worked for Barclays Bank between 1955 and 1970 and between1970 and 1976 he held positions with N.M. Rothschild, Guernsey; Bank of London &

Montreal, Nassau; and Italian International Bank (CI) Limited, Guernsey. In 1976he was appointed Managing Director of Rea Brothers (Guernsey) Limited andbetween 1988 and 1995 he served as joint CEO and managing director of Rea

Brothers Group Plc. He served as Chairman of Rea Brothers (Guernsey) Limitedfrom 1995 to 1996. Mr Hall has acted as a non-executive director for a number ofquoted and unquoted investment companies. He was founder Deputy Chairman of the

Guernsey International Business Association and was Chairman of the Associationof Guernsey Banks in 1994. In addition to being a director of the Company, Mr

Hall is currently a director of a number of Guernsey based investment fundsincluding, among others, Caliber Global Investment Limited.

Nagi Kawkabani

Nagi Kawkabani (UK resident) has been a partner, and Joint-Chief Executive, of

BHAM since 2003. Between October 2000 and July 2003, he was a Managing Directorand Co-Head of the Fund Development Group at Credit Suisse First Boston whichwas responsible for the seeding, development and management of CSFB-brandedhedge and alternative investment funds in the equity asset class. Prior to

October 2000, he was Head of Equity Derivatives at Donaldson Lufkin & Jenrette

International where he was also a member of the Board of Directors of Donaldson

Lufkin & Jenrette International and a founding member of Donaldson Lufkin &

Jenrette International's Risk Committee. Prior to joining Donaldson Lufkin &

Jenrette International in August 1987, he was a Vice-President at Merrill Lynch.

In addition to being a director of the Company, Mr Kawkabani is also a directorof the Master Fund and a number of other Brevan Howard Group entities including,

Brevan Howard Fund Limited, Brevan Howard Equity Strategies Fund Limited, Brevan

Howard Equity Strategies Master Fund Limited and Brevan Howard General Partner

Limited. He holds a B.Comm. in Finance and Marketing (University Scholar) from

McGill University (1979).

Christopher Legge

Christopher Legge (Guernsey resident) worked for Ernst & Young in Guernsey from1983 to 2002. Having joined the firm as an audit manager in 1983, he wasappointed a partner in 1986 and managing partner in 1998. From 1990-1998, he washead of Audit and Accountancy, and was responsible for the audits of a number ofinsurance, banking, investment fund and financial services clients. He also hadresponsibility for the firm's training, quality control and compliancefunctions. He was appointed managing partner of Ernst & Young for the Channel

Islands region in 2000. Since his retirement from Ernst & Young in 2003, Mr.

Legge has held a number of non-executive directorships. He is an FCA and holds a

BA (Hons) in Economics from the University of Manchester.

Talmai Morgan

Talmai Morgan (Guernsey resident) qualified as a Barrister in 1976. He moved to

Guernsey in 1988 where he worked for Baring Brothers (Guernsey) Limited from1988 to 1994 and then for the Bank of Bermuda as Managing Director of Bermuda

Trust (Guernsey) Limited. From January 1999 to June 2004, he was Director of

Fiduciary Services and Enforcement at the Guernsey Financial Services Commission(Guernsey's financial regulatory agency) where he was responsible for the designand subsequent implementation of Guernsey's law relating to the regulation offiduciaries, administration businesses and company directors. He was alsoparticularly involved in the Working Groups of the Financial Action Task Forceand the Offshore Group of Banking Supervisors. From July 2004 to May 2005, hewas Chief Executive of Guernsey Finance LBG which is the official body for thepromotion of the Guernsey finance industry. Since June 2005, Mr Morgan has beenself-employed as a non-executive director and consultant. Mr Morgan holds a BAin Economics and Law from Cambridge University. In addition to being a directorof the Company, Mr Morgan is a director of a number of other listed investmentfunds including, among others, Goldman Sachs Dynamic Opportunities Limited, anaffiliate of one of the Joint Global Coordinators, and Queen's Walk Investment

Limited.

All the Directors, other than Nagi Kawkabani, are independent of the Manager andthe Investment Managers.

Important Information

This announcement and the information contained herein is being issued by Brevan

Howard Asset Management LLP ("BHAM"). BHAM is authorised and regulated by the UK

Financial Services Authority.

This announcement is an advertisement and not a prospectus and investors shouldnot subscribe for or purchase any shares referred to in this announcement excepton the basis of information in the prospectus published by the Company and dated7 February 2007 in connection with the admission of the ordinary shares in thecapital of the Company to the main market of the London Stock Exchange plc (the"Prospectus"). Copies of the Prospectus are available from the offices of BH

Macro Limited and Northern Trust International Fund Administration Services(Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY13QL and the offices of JPMorgan Cazenove, 20 Moorgate, London EC2R 6DA.

The information contained in this announcement is for background purposes onlyand does not purport to be full or complete. No reliance may be placed for anypurpose on the information contained in this announcement or its accuracy orcompleteness. No representation, warranty or undertaking, express or implied, isgiven as to the accuracy or completeness of the information contained in thisannouncement by BHAM, any of the funds managed by BHAM, its affiliates or its ortheir respective members, directors and no liability is accepted by such personsfor the accuracy or completeness of any such information.

This announcement does not constitute or form part of any offer to issue orsell, or any solicitation of any offer to subscribe or purchase, any investmentsnor shall it (or the fact of its distribution) form the basis of, or be reliedon in connection with, any contract therefor.

The information about the Master Fund and the Company set out above is includedin this announcement for information purposes only and should not be construedas research, investment advice, recommendation or solicitation to buy or sellinvestments in the Company or the Master Fund or any other investments orentities mentioned in this advertisement or to follow any investment strategymentioned and it is not intended to constitute an invitation or inducement toinvest in the funds.

Acquiring investments to which this announcement relates may expose an investorto a significant risk of losing all of the amount invested. Persons consideringinvesting in such investments should consult an authorised person specialisingin advising on such investments.

The information contained herein is not for publication, distribution or releasein or into, directly or indirectly, the United States of America. Thesematerials do not contain or constitute an offer of securities for sale in the

United States. The securities referred to herein have not been and will not beregistered under the US Securities Act of 1933, as amended, and may not beoffered or sold in the United States absent registration under that Act or anavailable exemption from it. The Company does not intend to register thesecurities or conduct a public offering in the United States. The Company willnot be registered under the US Investment Company Act of 1940, as amended, andinvestors will not be entitled to the benefits of that Act.

The Joint Global Coordinators and the Joint Lead Managers, each of which isauthorised and regulated in the UK by the FSA, are acting for the Company andfor no one else in connection with the Offer and will not be responsible toanyone other than the Company for providing the protections afforded to therespective customers of the Joint Global Coordinators or, as the case may be,the Joint Lead Managers, or for affording advice in relation to the Offer, thecontents of the Prospectus or any matters referred to herein. This information is provided by RNS The company news service from the London Stock Exchange

END

NRAUUUCCPUPMUBR

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