TIDMEHPR TIDMEBMC TIDMEIF TIDMUSE

RNS Number : 0626A

Harewood Structured Investment PCC

13 February 2014

Harewood Structured Investment PCC Limited

Annual Financial Report for the year ended 31 October 2013

ABOUT THE COMPANY

Harewood Structured Investment PCC Limited (the "Company"), is a Guernsey incorporated, closed-ended protected cell investment company. Upon incorporation, two Ordinary Shares (also referred to as "Management Shares") were issued for administrative purposes. The Company commenced business on 18 March 2005 when preference shares in its first cell were allotted and issued.

On 7 December 2005, 46,613,549 BNP Paribas UK High Income Preference Shares ("UKHI Shares") of the BNP Paribas UK High Income cell (the "UKHI Cell") were allotted and issued at a price of GBP1.00 each. On 26 May 2006, a further 30,000,000 UKHI Shares were allotted and issued at a price of 102.47 pence each and a further allotment and issue of 50,000,000 shares was made on 28 September 2006 at a price of 104.00 pence each. On 4 June 2007, a further 15,000,000 UKHI Shares were allotted and issued at a price of 109.60 pence each. The UKHI Shares had a defined investment life to 8 December 2011, whereupon they were compulsorily redeemed.

On 22 March 2006, 27,506,140 BNP Paribas Energy - Base Metals (2) Preference Shares ("EBM2 Shares") of the BNP Paribas Energy - Base Metals (2) cell (the "EBM2 Cell") were allotted and issued at a price of GBP1.00 each. On 6 July 2006, a further 5,000,000 EBM2 Shares were allotted and issued at a price of 110.44 pence each. The EBM2 Shares had a defined investment life to 28 March 2012, whereupon they were compulsorily redeemed.

On 20 April 2006, 25,000,000 BNP Paribas European Shield Preference Shares ("ES Shares") of the BNP Paribas European Shield cell (the "ES Cell") were allotted and issued at a price of GBP1.00 each. The ES Shares had a defined investment life to 3 May 2012, whereupon they were compulsorily redeemed.

On 19 July 2006, 61,748,923 BNP Paribas Absolute Progression Preference Shares ("AP Shares") of the BNP Paribas Absolute Progression cell (the "AP Cell") were allotted and issued at a price of GBP1.00 each. On 23 January 2007, a further 15,000,000 AP Shares were allotted and issued at a price of 108.484 pence each. The AP Shares had a defined investment life to 26 July 2012, whereupon they were compulsorily redeemed.

On 25 October 2006, 77,469,987 Class A Sterling Hedged US High Income Preference Shares ("Class A USHI Shares") of the US High Income cell (the "USHI Cell") were allotted and issued at a price of GBP1.00 each. On 4 June 2007, a further 15,000,000 Class A USHI

Shares were allotted and issued at an issue price of 105.65 pence each. The Class A USHI Shares had a defined investment life to 26 November 2012, whereupon they were compulsorily redeemed.

On 25 October 2006, 43,337,229 Class B Unhedged US High Income Preference Shares ("Class B USHI Shares") of the USHI Cell were allotted and issued at a price of $1.00 each. On 4 June 2007, a further 15,000,000 Class B USHI Shares were allotted and issued at a price of 105.89 cents each. The Class B USHI Shares have a defined investment life to 26 November 2012 whereupon they were compulsorily redeemed.

On 21 June 2007, 37,225,896 BNP Paribas Agrinvest Preference Shares ("Agrinvest shares") of the BNP Paribas Agrinvest cell (the "Agrinvest Cell") were allotted and issued at a price of GBP1.00 each. On 15 February 2008, a further 10,000,000 Agrinvest Shares were allotted and issued at a price of 127.41 pence. The Agrinvest Shares had a defined investment life to 29 June 2013, whereupon they were compulsorily redeemed.

On 12 March 2008, 30,125,000 Enhanced Property Recovery Preference Shares (the "EPR Shares") of the Enhanced Property Recovery cell (the "EPR Cell") were allotted and issued at a price of GBP1.00 each. The EPR Shares have a defined investment life to 20 March 2014, whereupon they will be subject to compulsory redemption.

On 4 June 2008, 34,587,600 Energy - Base Metals (3) Preference Shares ("EBM3 Shares") of the Energy - Base Metals (3) cell (the "EBM3 Cell") were allotted and issued at a price of GBP1.00 each. On 5 September 2008, a further 15,000,000 EBM3 Shares were allotted and issued at a price of 100.03 pence each. The EBM3 Shares have a defined investment life to 12 June 2014, whereupon they will be subject to compulsory redemption.

On 18 March 2009, 24,999,346 Class A Sterling Hedged Enhanced Income Preference Shares ("Class A EIF Shares") of the Enhanced Income cell (the "EI Cell") were allotted and issued at a price of GBP1.00 each. On 8 October 2009, a further 15,000,000 Class A EIF Shares were allotted and issued at a price of 117.86 pence each.

The Class A EIF Shares have a defined investment life to 19 March 2108, whereupon they will be subject to compulsory redemption on or around 10 May 2108*.

*In accordance with the Summary and Securities Note of the EI Cell, the redemption date of the Class A EIF Shares will be the twenty-fourth business day following the relevant record date. As the maturity date is set so far in advance, and business days for the year 2108 cannot yet be accurately determined, an approximate redemption date only is disclosed within this Report.

On 29 May 2009, 25,526,009 Class A Sterling Hedged COMAC Preference Shares ("COMAC Shares") of the BNP Paribas COMAC cell (the "COMAC Cell") were allotted and issued at a price of GBP1.00 each. Whilst at the time of issue the COMAC Shares had a defined investment life to 1 June 2029, it was agreed by the Board of directors on 14 May 2013 that it was no longer in the best interests of the Company or the holders of COMAC Shares to continue to pursue the stated investment objective for the COMAC Cell. On 11 June 2013 a Written Special Resolution was passed by the sole member of the Company to effect the termination of the COMAC Cell and to redeem all COMAC Shares on 2 July 2013.

On 14 July 2009, 25,079,125 Class B Unhedged US Enhanced Income Preference Shares ("Class B USEI Shares") of the USEI Cell were allotted and issued at an issue price of $1 each. On 8 October 2009 a further 20,000,000 Class B USEI Shares were allotted and issued at an issue price of 109.64 cents each. The Class B USEI Shares have a defined investment life to 16 July 2029 whereupon they will be subject to compulsory redemption on or around 1 September 2029**.

On 15 July 2009, 48,500,080 Class A Sterling Hedged US Enhanced Income Preference Shares ("Class A USEI Shares") of the US Enhanced Income cell (the "USEI Cell") were allotted and issued at a price of GBP1.00 each. The Class A USEI Shares have a defined investment life to 16 July 2029, whereupon they will be subject to compulsory redemption on or around 1 September 2029**.

**In accordance with the Summary and Securities Note of the USEI Cell, the redemption date of the Class A USEI Shares and Class B USEI Shares will be the twenty-fourth business day following the relevant record date. As the maturity dates are set so far in advance, and business days for the year 2029 cannot yet be accurately determined, an approximate redemption date only is disclosed within this Report.

On 23 September 2009, 49,015,722 UK Enhanced Income Preference Shares ("UKEI Shares") of the UK Enhanced Income cell (the "UKEI Cell") were allotted and issued at an issue price of GBP1.00 each. The UKEI Shares have a defined investment life to 24 September 2029 whereupon they will be subject to compulsory redemption on or around 8 November 2029***.

***In accordance with the Summary and Securities Note of the UKEI Cell, the redemption date of the UKEI Shares will be the twenty-fourth business day after the final record date. As the maturity date is set so far in advance, and business days for the year 2029 cannot yet be accurately determined, an approximate redemption date only is disclosed within this Report.

The Company has an unlimited life but the shares of each cell have a defined investment term as set out above. Holders of the Ordinary Shares have the right to receive notice of and to vote at all meetings of shareholders.

All shares in issue are listed on the Channel Islands Securities Exchange Authority (the "CISE") with the exception of the two Management Shares in issue which are not listed.

The Company is managed by its Board of directors who have appointed THEAM of Paris, France as the Company's external Investment Manager of all existing cells. Administrative and Secretarial support is provided by JTC Fund Managers (Guernsey) Limited (formerly Anson Fund Managers Limited) in Guernsey. BNP Paribas SA acts as Distributor and Investment Counterparty of the Company's cells.

Directors and Principal Advisors

John Le Prevost - Non executive Director

John Le Prevost is British and resides in Guernsey. He is a director and controlling shareholder of Anson Group Limited, the holding company of Anson Registrars Limited, the Company's Registrar, Transfer Agent, Paying Agent and Receiving Agent. Mr Le Prevost has over thirty years experience in the investment and offshore trust industry, during which time he was Managing Director of County NatWest Investment Management (Channel Islands), Royal Bank of Canada's mutual fund company in Guernsey and Republic National Bank of New York's international trust company. He is a trustee of the Guernsey Sailing Trust, a director of a number of companies associated with Anson Group Limited's business and, in addition, serves as a non-executive director on the boards of many listed investment companies.

Francois-Xavier Foucault - Non executive Director

Francois-Xavier Foucault is French and resides in France. As well as being a director of the Company, he is currently Head of Commodity and flow for Strategy & Risk, Risk & Resources and Regulatory Affairs for BNP Paribas GECD, a 100% affiliate of BNP Paribas SA. He has also held roles in finance, derivatives and funds at Gen Re Securities, Guaranty City, AXA Investment Managers and BFT (Credit Agricole).

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