TIDMUSEB TIDMUKE
RNS Number : 0628A
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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