BHGG Bh Global Limited

THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO ANY US PERSON, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, ANY EUROPEAN ECONOMIC AREA STATE OR ANY OTHER JURISDICTION IN WHICH ITS DISTRIBUTION MAY BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

BH Global Limited

(a closed-ended collective investment scheme established as a company with limited liability under the laws of Guernsey with registered number 48555)

LEI: 549300BIIO4DTKEMXV14

30 June 2021

Scheme of Reconstruction and Winding Up – publication of shareholder circular

Introduction

Further to the announcement of 28 May, in which the Board of BH Global Limited (“BH Global” or the “Company”) confirmed that it had agreed heads of terms with the Board of BH Macro Limited (“BH Macro”) and Brevan Howard Capital Management LP (the “Manager”) in respect of the proposed combination of the Company and BH Macro by way of a scheme of reconstruction and winding up of the Company (the “Scheme”), the BH Global Board announces that is has today published a shareholder circular setting out the terms of the Scheme and convening an extraordinary general meeting and class meetings of its Shareholders in order to consider and, if thought fit, to approve the implementation of the Scheme.

Background

On 12 April 2021, BH Macro announced that its board would welcome the opportunity to enter into discussions with the Company regarding their possible combination following a request made by BH Macro’s largest shareholder, who is also a Shareholder of the Company, to each of BH Macro and the Company. The Manager, who is the investment manager of both the Company and BH Macro, confirmed that it was supportive of discussions taking place and that it would help facilitate an agreed combination of the Company and BH Macro.

Following BH Macro’s announcement, the Board has been supportive of engaging in discussions between the two companies with a view to the creation of a single investment vehicle managed by the Manager, noting potential advantages to Shareholders of a larger, single vehicle. After consideration, and having consulted with the Company’s largest Shareholders, the Board decided that such proposals could offer benefits both to Shareholders who wished to continue their investment in a similar investment company to the Company managed by the same manager, and to Shareholders who wished to exit their holdings. The Board pursued discussions with BH Macro and the Manager and has now agreed terms for the merger of the Company and BH Macro to be effected by way of a scheme of reconstruction and liquidation of the Company in which Shareholders (other than Restricted Shareholders) are offered a choice between rolling over their Shares in the Company into new shares in BH Macro, or alternatively receiving a cash exit in the liquidation of the Company (the “Proposals”). Under the Proposals, Shareholders (other than Restricted Shareholders) may elect to roll over and/or receive cash in respect of some or all of their holdings of Shares.

Shareholders with an aggregate shareholding of approximately 40.0 per cent. of the issued Sterling Shares have indicated their support for the Proposals.

The Proposals

Under the Proposals, the Company will enter into a scheme of reconstruction. In accordance with the terms of the Scheme, the Company will be placed into liquidation at the Extraordinary General Meeting by means of a voluntary winding-up pursuant to section 391(1)(b) of the Companies Law. Shareholders will be able to elect to receive in exchange for their existing shareholdings in the Company:

-      BH Macro Shares of the same currency class and with the same value as their holding of Shares on the basis of the relative values of the Residual Value per Share of the relevant class (calculated as the NAV of each class of Shares less their pro rata contribution to the Outstanding Costs Coverage Fund and the Retention Fund) and the NAV per BH Macro Share of the relevant class as at the Calculation Date (the “BH Macro Shares Option”); and/or

-      a cash amount equal to 97.8 per cent. of the Residual Value per Share multiplied by the number of Shares held by such holder as at the Calculation Date, plus an additional amount per Share calculated to offset the impact of the increase of the management fee effective from 1 July 2021 to 31 July 2021 (the “Cash Option”). The remaining amount of the Residual Value per Share (in aggregate in respect of all elections (or deemed elections) for the Cash Option, the “Transaction Costs Coverage Amount”) will be transferred to the Liquidation Fund to cover the Transaction Costs.

Benefits of the Proposals

The Directors consider that the Proposals should have the following benefits for Shareholders:

(i)            the Proposals afford Shareholders the opportunity to achieve a complete cash exit from the Company should they not wish to retain their investment in the Company following the imminent increase in the Manager’s fees. This potentially represents a more attractive liquidity event for Shareholders who wish to exit for cash than they may have achieved through the tender offer that was previously under consideration, which was to be capped at an amount equal to 40 per cent. of the Company’s issued share capital;

(ii)           the Proposals allow Shareholders to retain their market exposure through another similar investment vehicle managed by the Manager, and in one that is likely to be of a larger size than the Company after the entities have merged. The increase in the size of the combined vehicle will lead to cost savings on a per Share basis, as well as potentially increased liquidity in the secondary market;

(iii)          the mechanics of the Scheme are designed with the intention of allowing certain Shareholders subject to UK tax to continue to receive investment returns without triggering an immediate liability to capital gains tax; and

(iv)          the Proposals enable those Shareholders (other than Restricted Shareholders) who wish to acquire BH Macro Shares to do so whilst avoiding dealing or other costs associated with a share purchase in the secondary market.

Details of the Scheme

The Scheme involves a scheme of reconstruction and the voluntary winding-up of the Company under section 391(1)(b) of the Companies Law. Subject to the satisfaction of the conditions of the Scheme, the Company will be placed into voluntary winding-up and the Scheme will take effect. It is expected that the Scheme will become effective on the Effective Date (being 19 July 2021).

Each of the Company, the Liquidators, and BH Macro respectively have undertaken to enter into the Transfer Agreement and to use their respective reasonable endeavours to implement the Scheme in accordance with its terms, provided that the conditions of the Scheme are satisfied.

Further details of the Scheme are set out in the appendix to this announcement.

Conditions to the Scheme

The Scheme is conditional upon, amongst other things:

(i)            the passing of all the Resolutions to be proposed at: (a) the Sterling Shareholders’ Class Meeting; (b) the US Dollar Shareholders’ Class Meeting; and (c) the Extraordinary General Meeting and all conditions to such Resolutions (excluding any condition relating to the passing of any other Resolution) being fulfilled; and

(ii)           the Directors not resolving to abandon the Scheme.

In the event that any of the Resolutions is not passed or any other condition of the Proposals is not met, the Proposals will not be implemented. In that event, the Company will continue as presently constituted and will be subject to the terms of the Management Agreement, including as to the management fee which increases with effect from 1 July 2021.

The Rollover Vehicle – BH Macro Limited

BH Macro is an authorised closed-ended collective investment scheme incorporated in Guernsey with two classes of ordinary shares denominated in Sterling and US Dollars, all of which are admitted to the Official List of the Financial Conduct Authority and to trading on the main market of the London Stock Exchange. Similarly to the Company, BH Macro is a feeder fund which invests substantially all of its assets (net of short-term working capital) in the ordinary shares of Brevan Howard Master Fund Limited (“BHMF”).

BHMF is an exempted company incorporated with limited liability in the Cayman Islands as an open-ended investment company. The investment objective of BHMF is to generate consistent long-term appreciation through active leveraged trading on a global basis.

The investment policy and portfolio of BHMF bears similarities to the investment policy and portfolio of Brevan Howard Multi-Strategy Master Fund Limited (“Master Fund”), the entity in which the Company invests substantially all of its investable assets in Sterling and US Dollar denominated ‘class G’ shares, and also benefits from the Manager’s team of investment professionals. BH Macro employs the Manager as its manager to actively manage its assets.

As at the Latest Practicable Date of 29 June 2021, BH Macro had unaudited net assets of approximately £562.7 million and a market capitalisation of approximately £560.6 million.

The NAV per BH Macro Share in respect of the BH Macro Shares to be issued under the Scheme shall not include the amount of any increase in the NAV per BH Macro Share resulting from the tender offer made by BH Macro to its shareholders which is expected to complete prior to the Calculation Date.

Details of each class of BH Macro Shares which are being offered under the Scheme are set out below:

BH Macro Sterling Shares

As at the Latest Practicable Date, the unaudited value of the BH Macro Sterling Shares portfolio was approximately £509.4 million and the NAV per BH Macro Sterling Share (unaudited) was 3377p.

BH Macro US Dollar Shares

As at the Latest Practicable Date, the unaudited value of the BH Macro US Dollar Shares portfolio was approximately USD73.75 million and the NAV per BH Macro US Dollar Share (unaudited) was USD35.23.

Costs of the Proposals

The Transaction Costs, being the costs of the Proposals incurred by the Company (including all advisers’ fees, printing and other ancillary costs of the Proposals) are not expected to exceed £750,000 (inclusive of VAT).

BH Macro has undertaken that, to the extent that the Transaction Costs Coverage Amount is less than £750,000 or, if lower, the actual Transaction Costs (such difference being the “Shortfall”), BH Macro shall pay to the Liquidators, on behalf of the Company, an amount in cash equal to the Shortfall (the “BH Macro Costs Undertaking”).

In the event that the Proposals do not proceed, each of BH Macro and the Company will bear its own fees incurred in connection with the Proposals.

Shareholder Meetings

As described above, the Proposals are conditional on the approval of Shareholders which is being sought at the Class Meetings and the Extraordinary General Meeting.

At each of the Class Meetings, the holders of the relevant class of Shares will be asked to vote on an ordinary resolution to approve the special resolutions to be proposed at the Extraordinary General Meeting and to approve any variation to the special rights attached to their Shares resulting from the amendments to the Articles proposed pursuant to the Proposals.

At the Extraordinary General Meeting resolutions will be proposed which, if passed, will:

-      reclassify the Shares to reflect the Elections made or deemed to have been made under the Scheme, and amend the Articles of Incorporation of the Company for the purposes of implementing the Scheme;

-      authorise the implementation of the Scheme by the Liquidators; and

-      appoint the Liquidators and place the Company into liquidation.

Each of the Resolutions will be proposed as a special resolution.

Dealings in Shares

The Company’s Shares will be disabled in CREST at close of business on 15 July 2021. The latest time for trading in the Shares on the London Stock Exchange for normal settlement will be 6.00 p.m. on 13 July 2021. After 6.00 p.m. on 13 July 2021, dealings for normal settlement will be for cash settlement only and, in the case of certificated Shares, will only be registered if documents of title are delivered immediately.

If Shareholders dispose of their Shares otherwise than through the London Stock Exchange, they must make their own arrangements with the other parties concerned as regards entitlements under the Scheme. For the avoidance of doubt, the Company’s register of members will remain open until the Effective Date.

Settlement of Elections for the Cash Option

Shareholders who wish to receive cash under the Scheme in respect of their Shares must choose the Cash Option, otherwise (unless they are Restricted Shareholders) they will receive BH Macro Shares.

If the Scheme becomes effective, as soon as practicable following the Final NAV Publication Date, the Liquidators shall distribute to Shareholders who have chosen the Cash Option the cash amounts due to such Shareholders, with entitlements to cash being rounded down to the nearest £0.01 or USD0.01, as applicable.

Cheques in respect of the cash due in respect of Elections made and accepted for the Cash Option to Shareholders who hold their Shares in certificated form are expected to be despatched by the Receiving Agent on behalf of the Liquidators in the week commencing 30 August 2021.

Shareholders who hold their Shares in uncertificated form (that is, in CREST) will receive payment of the cash amounts due to them during the week commencing 30 August 2021 through the CREST system.

Any interest accruing on cash balances held by the Liquidators pending presentation of cheques by Shareholders who have chosen the Cash Option under the Scheme will accrue to the Liquidation Fund.

Dealings and Settlement in BH Macro Shares

Shareholders who wish to receive BH Macro Shares under the Scheme in respect of their Shares should choose the BH Macro Shares Option. Shareholders who fail to make a valid Election will, unless they are Restricted Shareholders, be deemed to have chosen the BH Macro Shares Option in respect of their entire holding. Restricted Shareholders or Shareholders who have not complied with BH Macro’s “know your customer” checks will be deemed to have chosen the Cash Option in respect of their entire holding.

Applications will be made by BH Macro to the FCA for the BH Macro Shares to be issued pursuant to the Scheme to be admitted to the premium segment of the Official List and to the London Stock Exchange for such shares to be admitted to trading on the premium segment of the London Stock Exchange’s main market for listed securities.

If the Scheme becomes effective, the first day of dealings in the BH Macro Shares issued under the Scheme is expected to be 26 August 2021. BH Macro Shares issued pursuant to the Scheme will rank equally in all respects with existing issued shares in BH Macro.

The BH Macro Shares will be in registered form and may be held in either certificated or uncertificated form.

Shareholders who hold their Shares in certificated form at the Effective Date will receive their BH Macro Shares in certificated form. It is expected that share certificates in respect of such BH Macro Shares will be despatched to the Shareholders entitled to them during the week commencing 30 August 2021 or as soon as practicable thereafter.

Shareholders who hold their Shares in uncertificated form at the Effective Date will receive their BH Macro Shares in uncertificated form, although BH Macro reserves the right to issue such shares in certificated form.

BH Macro will procure that instructions are given to credit the appropriate stock accounts in the CREST system with the relevant entitlements to BH Macro Shares in uncertificated form. The stock accounts so credited will be those accounts held under the same participant ID and member account ID as those appearing in the relevant TTE Instruction. It is expected that CREST stock accounts will be credited with the BH Macro Shares on 26 August 2021.

No distributions from the Liquidation Fund

To the extent that any part of the Liquidation Fund is not required to meet the Transaction Costs, the balance remaining in the hands of the Liquidators will be paid to BH Macro.

Recommendation

The Board, which has received financial advice from Investec Bank plc, considers the Proposals to be in the best interests of the Company and Shareholders as a whole. In advising the Board, Investec Bank plc has taken into account the Board’s commercial assessment of the Proposals. Accordingly, the Board unanimously recommends that Shareholders vote in favour of all of the Resolutions to be proposed at the Class Meetings and the Extraordinary General Meeting, as the Directors intend to do in respect of their own beneficial holdings amounting, in aggregate, to 19,081 Shares (representing 0.04 per cent. of the aggregate voting rights of the Shares).

Expected Timetable

^* Assuming the Final NAV Publication Date is 25 August 2021. The Settlement Date will be on or as soon as practicable following the Final NAV Publication Date.

Defined terms in this announcement shall have the same meaning as they have in the shareholder circular published by the Company dated 30 June 2021 (the "Circular").

This announcement does not contain all of the information that is contained in the Circular.  Shareholders should read the Circular and the prospectus issued by BH Macro on 30 June 2021, including the risk factors set out in each such document, in full to make informed Elections under the Proposals. 

In relation to BH Macro, this announcement is an advertisement and not a prospectus and does not constitute an offer of any securities for sale or subscription. Investors should not subscribe for the BH Macro Shares referred to in this announcement except on the basis of information provided in the BH Macro Prospectus (together with any supplementary prospectus, if relevant).

Company website:  www.bhglobal.com

Enquiries:

Sir Michael Bunbury

Chairman

David Yovichic

Investec Bank plc
Tel: +44 (0)20 7597 5970
 

APPENDIX – FURTHER DETAILS OF THE SCHEME

Implementation and mechanics of the Scheme

The Scheme involves a scheme of reconstruction and the voluntary winding-up of the Company under section 391(1)(b) of the Companies Law. As part of the Scheme it is necessary, for technical reasons, to modify the rights attaching to the Shares and amend the Articles of Incorporation in order to reorganise the Company’s share capital to allow the distribution of assets in the manner envisaged under the Scheme. This is achieved by reclassifying the Shares into separate classes of Reclassified Shares carrying an entitlement to the assets comprising the Cash Fund and the Rollover Fund, as appropriate.

A copy of the Articles of Incorporation showing the proposed amendments will be available for inspection on the Company’s website at https://www.bhglobal.com or at the venue for the Class Meetings and the Extraordinary General Meeting, being the offices of Northern Trust International Fund Administration Services (Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey, from the date of this announcement until the close of the Extraordinary General Meeting and at the Extraordinary General Meeting for at least 15 minutes prior to and during the Extraordinary

General Meeting. Accordingly, subject (among other conditions) to the passing of the special resolutions set out in the notice convening the Extraordinary General Meeting, the Shares will be reclassified with different rights, depending on the Elections made or deemed to be made under the Scheme.

The Scheme is conditional, among other things, upon:

-      the passing of the Resolutions to be proposed at the Class Meetings and the Extraordinary

General Meeting (or at any adjournments thereof) and all conditions to the Resolutions (excluding any condition relating to the passing of any other Resolution) being fulfilled; and

-      the Directors not resolving to abandon the Scheme.

Subject to the satisfaction of the conditions of the Scheme, the Company will be placed into voluntary winding-up and the Scheme will take effect. It is expected that the Scheme will become effective on the Effective Date.

Each of the Company, the Liquidators, and BH Macro respectively have undertaken to enter into the Transfer Agreement and to use their respective reasonable endeavours to implement the Scheme in accordance with its terms, provided that the conditions of the Scheme are satisfied.

Before any assets are transferred to BH Macro under the Scheme or set aside to pay Shareholders who have elected for cash pursuant to the Cash Option, the Liquidators shall retain cash and other assets in the Outstanding Costs Coverage Fund in an amount estimated by the Administrator in consultation with the Liquidators as being an amount sufficient to meet all known and anticipated non-transaction liabilities of the Company that are unrelated to the Proposals, including, but not limited to, accrued management and performance fees that will be due to the Manager to the Calculation Date upon termination of the Management Agreement. The Transaction Costs will be paid from the Liquidation Fund (as further described below).

In addition, the Liquidators will retain cash and other assets in the Retention Fund in an amount which they consider sufficient to provide for all unknown and unascertainable liabilities of the Company (including tax and contingent liabilities and an amount for unknown and unascertainable liabilities of the Company). The retention in respect of all unknown and unascertainable liabilities is currently expected to be £50,000.

After provision has been made for the Outstanding Costs Coverage Fund and the Retention Fund, the cash, undertaking, assets and other rights of the Company shall be appropriated as follows:

-      to the Cash Fund, such cash, undertaking, assets and other rights of the Company as shall

equal 97.8 per cent. of the aggregate Residual Value of all Shares with “B1” rights and “B2” rights (which are Shares in respect of which Elections have been made, or are deemed to have been made, for the Cash Option), plus an additional amount per Share with “B1” rights or “B2” rights calculated to offset the impact of the increase of the management fee effective from 1 July 2021 to 31 July 2021; and

-      to the Rollover Fund such cash, undertaking, assets and other rights of the Company as shall equal the aggregate Residual Value of all Shares with “A1” rights and “A2” rights (which are Shares in respect of which Elections have been made, or are deemed to have been made, for BH Macro Shares pursuant to the BH Macro Shares Option), in each case calculated as at the Calculation Date.

After provision has been made for the Outstanding Costs Coverage Fund, the Retention Fund, the Cash Fund and the Rollover Fund, cash representing the Transaction Costs Coverage Amount (being the remainder of the assets referable to those Shares in respect of which elections have been made (or deemed to be made) for the Cash Option that is not to be paid to Shareholders who have so elected (or deemed to have elected)), will be allocated to the Liquidation Fund to provide for all Transaction Costs of the Company. The amount of all Transaction Costs is currently expected to be no more than £750,000 in aggregate; and in the event that the Liquidation Fund is less than £750,000 it will be supplemented by the BH Macro Costs Undertaking, if required.

The Rollover Fund and any cash or other assets remaining in the Outstanding Costs Coverage Fund and the Liquidation Fund after payment of the relevant costs will be transferred to BH Macro pursuant to the terms of the Transfer Agreement. In consideration for such transfers, the BH Macro Shares to be issued under the Scheme will be allotted to the Liquidators as nominees for those Shareholders who have elected or are deemed to have elected for BH Macro Shares. The NAV per BH Macro Share in respect of the BH Macro Shares to be issued under the Scheme shall not include the amount of any increase in the NAV per BH Macro Share resulting from the completion of the tender offer being made by BH Macro to its shareholders expected to complete prior to the Calculation Date.

The Cash Fund will be used to pay the entitlements of Shareholders (including Restricted Shareholders) who have chosen or are deemed to have chosen the Cash Option.

Entitlements of Shareholders under the Scheme

In order for an Election to be made validly in respect of any Shares under the Scheme, the Shareholder making the Election must be entered in the Register as the holder of such Shares on the Record Date. Shareholders can choose to receive BH Macro Shares and/or cash in respect of all or part of their holding.

Entitlements of Sterling Shareholders

The entitlement of each Sterling Shareholder who elects (or is deemed to elect) for the BH Macro Shares Option will be the Residual Value per Sterling Share (which shall be calculated as at the Calculation Date) multiplied by the number of Sterling Shares with “A1” rights held. The number of BH Macro Sterling Shares which Sterling Shareholders electing for BH Macro Sterling Shares (rather than cash) will be entitled to receive will be calculated by multiplying the number of Sterling Shares with “A1” rights held by the Residual Value per Sterling Share, and dividing the result by the NAV per BH Macro Sterling Share as at the Calculation Date.

The entitlement of each Sterling Shareholder who elects (or is deemed to elect) for the Cash Option will be 97.8 per cent of the Residual Value per Sterling Share, plus an additional amount per Sterling Share calculated to offset the impact of the increase of the management fee effective from 1 July 2021 to 31 July 2021, multiplied by the number of Sterling Shares with “B1” rights held.

In the event that Sterling Shareholders do not return a Form of Election (or send a valid TTE Instruction) by 1.00 p.m. on 14 July 2021 or the Form of Election is not validly completed, such Sterling Shareholders (except Restricted Shareholders, who will be deemed to have chosen the Cash Option in respect of all Shares held) will be deemed to have chosen the BH Macro Shares Option in respect of their entire holding of Sterling Shares. Where Sterling Shareholders have made a valid Election in respect of only part of their holding, they will be deemed to have chosen the BH Macro Shares Option for the remainder of their holding of Sterling Shares.

Entitlements of US Dollar Shareholders

The entitlement of each US Dollar Shareholder who elects (or is deemed to elect) for the BH Macro Shares Option will be the Residual Value per US Dollar Share multiplied by the number of US Dollar Shares with “A2” rights held. The number of BH Macro US Dollar Shares which BH Macro Shareholders electing for BH Macro US Dollar Shares (rather than cash) will be entitled to receive will be calculated by multiplying the number of US Dollar Shares with “A2” rights held by the Residual Value per US Dollar Share, and dividing the result by the NAV per BH Macro US Dollar Share on the Calculation Date.

The entitlement of each US Dollar Shareholder who elects (or is deemed to elect) for the Cash Option will be 97.8 per cent of the Residual Value per US Dollar Share, plus an additional amount per US Dollar Share calculated to offset the impact of the increase of the management fee effective from 1 July 2021 to 31 July 2021, multiplied by the number of US Dollar Shares with “B2” rights held.

In the event that US Dollar Shareholders do not return a Form of Election (or send a valid TTE Instruction) by 1.00 p.m. on 14 July 2021 or the Form of Election is not validly completed, such US Dollar Shareholders (except Restricted Shareholders who will be deemed to have chosen the Cash Option in respect of all Shares held) will be deemed to have chosen the BH Macro Shares Option in respect of their entire holding of US Dollar Shares. Where US Dollar Shareholders have made a valid Election in respect of only part of their holding, they will be deemed to have chosen the BH Macro Shares Option for the remainder of their holding of US Dollar Shares.

Calculation of Value of the Total Assets

For the purposes of the calculation of the value of the Total Assets when appropriating assets to the Outstanding Costs Coverage Fund, the Retention Fund, the Cash Fund, the Rollover Fund and the Liquidation Fund and also the calculation of the Residual Value, Residual Value per Sterling Share and Residual Value per US Dollar Share, the assets of the Company will be valued on the basis that:

-      the Company’s interests in shares of the Master Fund will be priced equal to the final NAVs per share of the Master Fund as at 30 July 2021; and

-      cash and deposits with, or balances at, banks together with all bills receivable held by the Company as at the Calculation Date will be valued at par (together with interest accrued up to the Calculation Date). Any amount in GBP will be converted into USD using such exchange rate as the Liquidators in good faith shall consider appropriate.

Notwithstanding the foregoing, the Liquidators, may, in their absolute discretion, adopt a method of valuation or permit an alternative method of valuation to be used if they, acting in good faith, consider that such valuation better reflects the fair value of any asset or security.

For the purposes of the Scheme:

-      the Residual Value shall be the NAV of the Company in USD on the basis that the assets of the Company are valued on the basis described above less the Outstanding Costs Coverage Fund (to the extent not already represented in the NAV of the Company) and the Retention Fund and the Residual Value of each of the Sterling Shares and the US Dollar Shares shall be calculated as the NAV of each class of Shares (expressed in GBP in the case of the Sterling Shares following conversion by reference to the prevailing USD/GBP exchange rate) less their pro rata contribution to the Retention Fund;

-      the Residual Value per Sterling Share shall equal the Residual Value of Sterling Shares divided by the number of Sterling Shares in issue as at the Calculation Date (excluding any Sterling Shares held in treasury);

-      the Residual Value per US Dollar Share shall equal the Residual Value of US Dollar Shares divided by the number of US Dollar Shares in issue as at the Calculation Date (excluding any US Dollar Shares held in treasury); and

-      the Residual Value per Share is the Residual Value per Sterling Shares and/or the Residual Value per US Dollar Shares, as the context permits.