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Hiper Global Ltd. Proxy Solicitation & Information Statement 2014

Mar 12, 2014

6835_rns_2014-03-12_2145bf4b-1074-4027-bfb3-6d6f0cc5b337.pdf

Proxy Solicitation & Information Statement

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you are recommended to seek immediately your own personal financial advice from your independent financial adviser, stockbroker, bank manager, solicitor, accountant or from another appropriately qualified and duly authorised independent adviser.

If you have sold or otherwise transferred all of your Euro Shares in BH Global Limited, please send this document, together with the accompanying Notice of Election, at once to the purchaser or transferee or to the stockbroker, banker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. However, such documents should not be forwarded if to do so would constitute a violation of any relevant laws and regulations.

BH GLOBAL LIMITED

(an authorised closed-ended investment scheme established as a non-cellular company limited by shares under the laws of Guernsey with registration number 48555)

Class Closure Options for the Euro Share Class

In order to elect for one or more of the Class Closure Options, all holders of Euro Shares must complete and return the Notice of Election in accordance with the instructions printed thereon so as to be received by the Receiving Agent, Computershare Investor Services PLC, Corporate Action Projects, Bristol, BS99 6AH by no later than 5.00 p.m. on 25 April 2014.

Certain terms used in this document are defined in Part V of this document.

The date of this document is 12 March 2014.

Table of Contents

Expected timetable 3
Directors and registered office of the Company 3
PART I Description of the Class Closure Options 4
PART II Risk Factors 10
PART III Terms and Conditions of the Class Closure Options 12
PART IV Procedure for tendering Euro Shares under, and settlement of, the
Redemption Option and the Conversion Option 15
PART V Definitions 19

Expected timetable

Latest time and date for receipt of Notices of
Election
5.00
p.m.
on 25 April 2014
Date for determination of NAVs for the
Conversion Option
30 April 2014
Expected conversion date for shares tendered for
the Conversion Option
Week commencing 26 May 2014
Date for determination of NAV for Redemption
Option
31 July
2014
Expected date for despatch of proceeds for shares
redeemed pursuant to the Redemption Option
Week commencing 1 September 2014

All references are to Guernsey time. All dates are subject to change.

Directors and registered office of the Company

Directors: Registered office:
Sir Michael Bunbury (Chairman) P.O. Box 255, Trafalgar Court,
Les Banques,
John Hallam
Graham Harrison
St Peter Port, Guernsey GY1 3QL
Nicholas Moss
Talmai Morgan
Stephen Stonberg

Issued share capital

As at 10 March 2014, the issued share capital of the Company was as follows:

In issue In treasury
Euro Shares 13,151,076 197,180
Sterling Shares 29,864,728 2,938,610
Dollar Shares 8,358,278 766,803

The Company has no warrants or options to subscribe for shares outstanding.

PART I

Description of the Class Closure Options

IMPORTANT: THIS DOCUMENT IS ONLY BEING SENT TO HOLDERS OF EURO SHARES. CLASS CLOSURE OPTIONS ARE NOT BEING MADE AVAILABLE TO HOLDERS OF STERLING SHARES OR US DOLLAR SHARES.

Introduction

At the Class Closure Meeting held on 27 February 2014, holders of the Euro Shares approved the Class Closure Resolution, meaning that the Company is required under the Articles to make the options described below available to holders of the Euro Shares (the "Class Closure Options").

The Class Closure Options available to holders of the Euro Shares in accordance with the Articles are:

  • (a) to redeem all or some of their shares at a price equal to the Net Asset Value per share of the Euro Shares as at 31 July 2014, less (to the extent that it is not already reflected in such Net Asset Value):
  • (i) an amount equal to the proportion of the costs and expenses incurred by the Company in relation to or arising from convening the Euro Share Class Closure Meeting and other outstanding costs and expenses of the Company attributable to the Euro Shares (including any redemption fees that may be imposed at that time by any underlying investments); and
  • (ii) an amount equal to the proportion of the IPO Offer Costs attributable to the Euro Shares to be redeemed, calculated on a pro rata basis across all classes of shares in the Company then in issue (the "Redemption Option");
  • (b) to convert all or some of their Euro Shares into shares of another class in accordance with the class conversion provisions set out in the Articles (the "Conversion Option"); or
  • (c) subject to the class continuing and remaining viable, to retain their Euro Shares (the "Continuation Option").

This document is accompanied by a Notice of Election for all holders of Euro Shares to return to the Company in respect of the Class Closure Option(s) they wish to choose.

Completed Notices of Election must be returned to the Company by 25 April 2014. Shareholders who do not return the Notice of Election with their relevant choice indicated or do not make an election in respect of all of their shares by that date will be deemed to have elected for the Continuation Option, i.e. to remain in the Euro class, in respect of all of their Euro Shares or the Euro Shares in respect of which they have not made an election, as the case may be.

Elections made by Shareholders pursuant to the Notice of Election and settlement instructions will be irrevocable once made. Shareholders who elect to redeem their shares pursuant to the Redemption Option will not be able to sell, transfer, charge or otherwise dispose of those shares once they have been tendered for redemption. Shareholders who elect to convert their shares into shares of another class pursuant to the Conversion Option will not be able to trade those shares in the period prior to completion of the conversion process.

In assessing the Class Closure Options, Shareholders should note the following, together with the risk factors set out in Part II of this document.

The Redemption Option

The price at which shares will be redeemed pursuant to the Redemption Option will be calculated on the basis of the NAV for the relevant class of shares as at 31 July 2014. This means that the redemption of the underlying investments should take place in August 2014 with the proceeds of redemption being paid to redeeming Shareholders no later than mid-September 2014. Accordingly, Shareholders will not know the price at which their Euro Shares be redeemed, nor will they receive the proceeds of redemption, for some time following submission of the Notice of Election.

In determining the price at which the relevant Euro Shares will be redeemed pursuant to the Redemption Option, the Articles require that the Company deducts from the applicable NAV figure the amount of the costs of the Euro Share Class Closure Meeting and the amount payable to the Manager in partial reimbursement of the IPO Offer Costs as a result of the Euro Share Class Closure Resolution having been passed so that those costs are effectively borne by the Euro Shares that are being redeemed. This means that the redemption price received by redeeming Shareholders is expected to be approximately 97 per cent. of the applicable NAV per share figure. The precise amount of the deduction will only be known once the total number of Euro Shares tendered for redemption pursuant to the Redemption Option is known.

The Redemption Option is conditional on the Company being satisfied that it will, immediately following redemption of all Euro Shares tendered for redemption, satisfy the solvency test prescribed by the Companies Law. The Companies Law does not permit the Company to redeem its shares unless the Directors can approve a certificate to the effect that in their opinion the Company will, immediately after redemption of the shares, be able to pay its debts as they become due and the value of the Company's assets will be greater than the value of its liabilities. Shares redeemed pursuant to the Redemption Option will be cancelled.

The Redemption Option is also subject to the further terms and conditions set out in Part III of this document. Part IV of this document provides further details of the process to be followed to participate in the Redemption Option.

The Redemption Option is not available to residents of the United States, Canada, Australia or Japan.

The Conversion Option

Holders of Euro Shares can choose to convert into Sterling Shares or US Dollar Shares pursuant to the Conversion Option. Conversions will be made in accordance with the Articles of Incorporation on the basis of the respective Net Asset Value for each class of shares as at 30 April 2014.

Each conversion will be made on the basis of the ratio of the Net Asset Value of the class of shares in the Company to be converted ("Original Shares") to the Net Asset Value of the class of shares into which they will be converted ("New Shares") as detailed below.

For these purposes:

  • The Company will use the April 2014 month end Net Asset Value figures, which will be published approximately three to four weeks after the month end. Therefore, holders of Euro Shares must submit Notices of Election prior to the relevant Net Asset Value figures being ascertained.
  • The month end Net Asset Value in the currency of the Original Shares will be converted into the currency of the New Shares using the prevailing spot rate of exchange between the two relevant currencies at close of business on 30 April 2014 as quoted on Bloomberg.
  • Each conversion will be effected by way of redesignation of the Original Shares into New Shares, or in any such other manner as the Directors may determine.
  • If, as a result of the conversion, the number of New Shares to which a Shareholder becomes entitled is more than the number of Original Shares held, additional New Shares will be allotted. Similarly if the number of New Shares to which a Shareholder becomes entitled is less than the number of Original Shares held, an appropriate number of Original Shares will be cancelled.
  • In performing the conversion calculation, fractions of shares will be rounded down. The Directors may also make any adjustments to the Net Asset Value per share of the New Shares or the Original Shares to reflect such amount as they may reasonably determine should be charged to the holder of the Original Shares to meet the costs of conversion.

As a result of the above:

  • the aggregate value of any New Shares received by a Shareholder on conversion (taking into account the currency conversion) may be less than the aggregate value of the Original Shares; and
  • the aggregate number of votes on a poll at a general meeting of the Company to which a Shareholder is entitled in respect of any New Shares may be less than the number of votes to which such shareholder was entitled by the Original Shares.

Shareholders who elect to convert their shares will be unable to deal in the New Shares or the Original Shares in the period between giving the Notice of Election and the actual date of conversion.

Part IV of this document provides further details of the process to be followed to participate in the Conversion Option.

The Continuation Option

Shareholders who elect for the Continuation Option are not required to return a Notice of Election specifying their election but are encouraged to do so.

It is possible that the Euro Shares may be held by a very limited number of holders following completion of the Redemption Option and the Conversion Option. Shareholders who elect for the Continuation Option should note that if the remaining number of Euro Shares is insufficiently large or widely enough held to justify its continuation, the Company may (at its option) convert those shares into Sterling Shares or US Dollar Shares, as may be chosen by the Directors, in accordance with the Conversion Option and the Articles of Incorporation. Alternatively, the Company may (at its option) choose to redeem any remaining Euro Shares at the same price and on the same terms as the shares that are being redeemed pursuant to the Redemption Option.

Trail commissions

Trail commissions are currently payable by the Manager to certain investors (or in certain circumstances, to financial intermediaries) who invested in the Company at the time of the Company's initial public offering.

Euro Shares that are eligible for trail commissions and that are redeemed pursuant to the Redemption Option or that may be compulsorily redeemed by the Company will continue to be eligible for the commission (notwithstanding that they may have been cancelled) until payment of the proceeds of redemption has been made by the Company. Thereafter, no trail commissions shall be paid on such shares nor will such shares be counted in determining whether a person is eligible for a trail commission.

United Kingdom taxation consequences of electing for the Redemption Option

The following discussion is for informational purposes only and does not purport to be a complete analysis of all potential UK tax consequences of the Redemption Option for holders of Euro Shares. It is based on current UK legislation and the practice of HM Revenue & Customs, which may change, possibly with retrospective effect. It applies only to Shareholders who are resident in the UK (except insofar as express reference is made to the treatment of non-UK residents), who hold their Euro Shares as an investment and who are the absolute beneficial owner of both the Euro Shares and any dividends paid on them. The tax position of Shareholders who are subject to special rules (such as persons acquiring their Euro Shares in connection with employment, dealers in securities, insurance companies and collective investment schemes) or who are subject to taxation outside the UK is not considered. If you are in any doubt about your tax position, or if you may be subject to tax in a jurisdiction other than the UK, you should consult your professional adviser.

General

On the basis of advice received, the Company has taken the view that none of its share classes should constitute an offshore fund for the purposes of UK taxation and therefore that the special regime for the taxation of interests in offshore funds should not apply to any disposal of shares in the Company, including a redemption of Euro Shares on exercise of the Redemption Option. This view is based on the Company's expectation that, under the terms on which the Euro Shares were and have remained issued, a reasonable investor in the Euro Shares would have expected to have been able to realise his or her investment in the Euro Shares for a net asset value-based amount only in the event of a redemption of the entire share class or a winding-up of the Company (no determinable date having been provided for the same). Shareholders should however note that the expectations of a reasonable investor are a question of fact and are advised to seek appropriate professional advice if they are in any doubt about their tax position. The following comments assume that the offshore funds rules do not apply.

UK resident individuals

The redemption and cancellation of Euro Shares in the Redemption Option should be treated as a disposal of those shares by an individual Shareholder who is resident in the UK. Such disposal may, depending upon the Shareholder's circumstances and subject to any available exemption or relief (such as the annual exempt amount for individuals or other applicable reliefs), give rise to a chargeable gain or an allowable loss for the purposes of UK taxation of capital gains. Anti-avoidance rules may apply in certain limited circumstances and special rules apply to individuals who are resident, but not domiciled, in the UK. Shareholders should seek appropriate professional advice where necessary.

In certain circumstances, individuals realising gains whilst temporarily non-UK resident could in the year of return to the UK become subject to UK tax on chargeable gains realised in the intervening years.

UK resident companies

For Shareholders who are UK resident companies, the redemption of Euro Shares pursuant to the Redemption Option may be treated as giving rise to both an income distribution and a capital disposal. The extent to which the proceeds are treated as a distribution will depend amongst other things on the amount initially subscribed for the redeemed Euro Shares by the original subscriber and may be affected by subsequent transactions such as conversions of the Euro Shares (including conversions of shares occurring prior to a Shareholder's period of ownership of those Euro Shares). Shareholders should seek appropriate professional advice where necessary.

Shareholders within the charge to UK corporation tax which are "small companies" (for the purposes of UK taxation of distributions) should expect to be subject to tax on any distribution deemed to arise on the redemption of Euro Shares. Other Shareholders within the charge to UK corporation tax will not be subject to tax on any distribution deemed to arise on redemption of the Euro Shares so long as the distribution falls within an exempt category and certain conditions are met. In general, a distribution to a UK corporate shareholder which holds less than 10 per cent. of the Euro Shares should fall within an exempt category. However, the exemptions are not comprehensive and are subject to anti-avoidance rules. If the conditions for exemption are not or cease to be satisfied, or such a Shareholder elects for an otherwise exempt distribution to be taxable, the Shareholder will be subject to UK corporation tax on any distribution deemed to arise on redemption of the shares.

Based on the existing practice of HM Revenue & Customs, the part of the proceeds that is not treated as an income distribution should be treated as consideration for a disposal of the shares for a Shareholder within the charge to UK corporation tax. This may, depending upon the Shareholder's circumstances and subject to any available exemption or relief (such as an indexation allowance), give rise to a chargeable gain or an allowable loss for the purposes of UK corporation tax.

Action to be taken

You will find enclosed a Notice of Election to elect for specific Class Closure Options. All holders of Euro Shares wishing to elect for a Class Closure Option must return a Notice of Election with the relevant accompanying documents, irrespective of whether you hold Euro Shares in certificated or uncertificated form.

In addition, Shareholders who hold shares in uncertificated form (that is, through CREST) who wish to elect for the Redemption Option or the Conversion Option must also take the actions described in Part III of this document.

Shareholders who elect for the Continuation Option are not required to return a Notice of Election specifying their election but are encouraged to do so.

To be valid, the Notice of Election must be completed and returned in accordance with the instructions printed thereon so as to be received by Computershare Investor Services PLC, Corporate Action Projects, Bristol, BS99 6AH as soon as possible and, in any event, not later than 5.00 p.m. on 25 April 2014.

If you have any queries relating to the completion of the Notice of Election, please contact the Receiving Agent, Computershare Investor Services PLC, Corporate Action Projects, Bristol, BS99 6AH on 0870 707 4040 or, if calling from overseas, +44 870 707 4040. Calls to this number are charged at 10 pence per minute from a BT landline, other telephone provider costs may vary. The Receiving Agent can only provide information regarding the completion of the Notice of Election and cannot provide you with investment or tax advice.

The Board makes no recommendation to Shareholders as to which Class Closure Option to choose, which will depend, among other factors, on their own view of the Company and the Euro Shares as an investment proposition and their own individual circumstances, including their tax position.

Shareholders should note that a Notice of Election or a settlement instruction, once submitted, may only be withdrawn with the consent of the Company.

Shareholders who wish to remain invested in the Company in respect of all of their Euro Shares should either elect for the Continuation Option or NOT complete or return a Notice of Election or arrange for a settlement instruction to be submitted.

Shareholders who are in any doubt as to the action they should take should consult an appropriate independent professional adviser.

PART II Risk Factors

The decision to elect for specific Class Closure Options is a matter for each individual holder of Euro Shares. However, certain risks (which are not intended to be exhaustive) which holders of Euro Shares may wish to take into consideration in considering the Class Closure Options are set out below. The Company considers that the risks described below are the material risks related to the Class Closure Options at the date of this document. Holders of Euro Shares should carefully consider the risk factors set out below (and any other factors they might consider relevant) before deciding how to elect in respect of the Class Closure Options.

Whilst the Company considers the risks below to be the material risks related to the Class Closure Options as at the date of this document, other risks may be applicable to the matters set out in this document or a continued holding of shares in the Company.

The risk factors in this document do not constitute legal, tax, investment or other advice and any holder of Euro Shares who is in any doubt about the action it should take is recommended to seek immediately suitable advice from an appropriately qualified independent adviser.

  • Notwithstanding the Company's redemption and share buy-back powers and other discount management provisions, there is no guarantee that the market price of the Euro Shares will fully reflect their underlying Net Asset Value at any time. As with all listed investment company shares, the discount (or premium) to Net Asset Value at which shares trade may fluctuate from day to day, depending on factors such as supply and demand, market conditions and general sentiment. The discount to NAV at which Euro Shares currently trade may not reduce, and indeed may increase.
  • Securities laws in certain overseas jurisdictions, in particular the United States, Canada, Australia and Japan, may prevent certain Shareholders from redeeming their Euro Shares pursuant to the Redemption Option.
  • Redeeming Shareholders may have to wait a considerable period of time before receiving the proceeds of redemption given the notice periods required and the restrictions that may be imposed upon the ability of the Master Fund to redeem its underlying investments, such as restrictions upon the number of investors able to redeem their investments at any particular time.
  • The redemption of Euro Shares by the Company will be conditional on the Company being satisfied that it will, immediately following those redemptions, satisfy the solvency test prescribed by the Companies Law. There can be no guarantee that the Company will satisfy the statutory solvency test, in which case the redemptions and payment of the proceeds of redemption may be postponed or terminated.
  • The proceeds of redemption payable to redeeming Shareholders will be based on the Net Asset Value per share of the Euro Shares at a point in the future, less certain expenses, including a portion of the costs of the Company's initial public offering that have been borne by Brevan Howard. There can be no guarantee that the relevant Net Asset Value at such time will be similar to the current Net Asset Value of the Euro Shares or the Net Asset Value at the time that an election for the Redemption Option is made, nor that the amount realised by a redeeming Shareholder would be as much as the market price of the Euro Shares either currently, at the time of election for the Redemption Option, at the time of redemption or any time in between those dates.

  • The tax treatment of amounts received on redemption of Euro Shares by the Company may vary, perhaps significantly, between different types of Shareholders and between Shareholders in different jurisdictions. It is the responsibility of each individual Shareholder to determine what tax treatment would be applicable to the receipt by that Shareholder of the proceeds of redemption.

  • If, following the making of Class Closure Option elections, the Board determines that the number of shares remaining in the Euro Share class is insufficient for that class to remain viable, the Board may require either that the remaining Euro Shares are converted into shares of another class or redeemed.

PART III Terms and Conditions of the Class Closure Options

1. Notice of Election

1.1 Each holder of Euro Shares by whom, or on whose behalf, a Notice of Election is executed irrevocably undertakes, represents, warrants and agrees to and with the Company (so as to bind him or her and his or her personal representatives, heirs, successors and assigns) that:

  • 1.1.1 once lodged, a Notice of Election is irrevocable;
  • 1.1.2 such person has full power and authority to tender, sell, assign or transfer the Euro Shares to which the Notice of Election relates (together with all rights attaching thereto);
  • 1.1.3 such person agrees to ratify and confirm each and every act or thing which may be done or effected by the Company or any of its directors or any person nominated by the Company in the proper exercise of its or his or her or its powers and authorities in taking the steps required to effect the election made pursuant to the Notice of Election;
  • 1.1.4 if such person holds Euro Shares in certificated form and elects for the Redemption Option or the Conversion Option, that holder will deliver to the Receiving Agent the share certificate(s) and/or other document(s) of title in respect of the shares referred to in sub-paragraph 1.1.2 above, or an indemnity acceptable to the Company in lieu thereof, or will procure the delivery of such document(s) to such person as soon as possible thereafter and, in any event, no later than 5.00 p.m. on 25 April 2014;
  • 1.1.5 if such person holds Euro Shares in uncertificated form and elects for the Redemption Option, the input of the TTE Instruction will constitute the irrevocable appointment of the Receiving Agent as the attorney and/or agent (the ''attorney'') of the holder of the Euro Shares and an irrevocable instruction and authority to the attorney to transfer to itself by means of CREST and then to transfer to the Company by means of CREST all of the relevant shares in respect of which the Redemption Option is chosen;
  • 1.1.6 such person shall do all such acts and things as shall be necessary or expedient and execute any additional documents deemed by the Company to be desirable, in each case to complete the redemption of the relevant Euro Shares or to perfect any of the authorities expressed to be given hereunder;
  • 1.1.7 if such person is an Overseas Shareholder, (a) he or she is not in the United States, Canada, Australia or Japan or in any territory in which it is unlawful to make or accept the Redemption Option, (b) he or she has fully observed any applicable legal and regulatory requirements of the territory in which such Overseas Shareholder is resident or located and (c) the Redemption Option is permitted to be made available to such Overseas Shareholder under the laws of the relevant jurisdiction;
  • 1.1.8 such person has not received or sent copies or originals of this document, any Notice of Election or any related documents and has not otherwise utilised in connection with the Redemption Option, directly or indirectly, the mails or any means or instrumentality (including, without limitation, facsimile transmission, internet, telex and telephone) of interstate or foreign commerce, or of any facility of a national securities exchange, of the United States, Canada, Australia or Japan, that the Notice of Election has not been mailed or otherwise sent in, into or from the United States, Canada, Australia or Japan, and that such person is not accepting the Redemption Option from the United States, Canada, Australia or Japan;

  • 1.1.9 on execution, the Notice of Election takes effect as a deed under English law;

  • 1.1.10 the Notice of Election, the Redemption Option, the Conversion Option and the Continuation Option and any non-contractual obligations arising out of or in connection with any of them (and any dispute, controversy or claim of whatever nature arising out of or in any way relating to any of them or any non-contractual obligations arising out of or in connection with any of them) are governed by and shall be construed in accordance with the laws of England and Wales;
  • 1.1.11 the execution of the Notice of Election constitutes the submission to the jurisdiction of the courts of England and Wales of the holder of the Euro Shares in relation to all matters arising out of or in connection with the Notice of Election and each of the Redemption Option, the Conversion Option and the Continuation Option;
  • 1.1.12 in the case of Euro Shares in certificated form, the dispatch of a cheque to a holder of Euro Shares at his or her registered address or such other address as is specified in the Notice of Election will constitute a complete discharge by the Company of its obligation to make such payment to such holder of Euro Shares; and
  • 1.1.13 in the case of Euro Shares in uncertificated form, the creation of a CREST payment in favour of the relevant payment bank of the holder of Euro Shares in accordance with the CREST payment arrangements will, to the extent of the obligations so created, discharge fully any obligation of the Company to pay to such holder of Euro Shares the consideration to which it is entitled.

1.2 A reference in this paragraph 1 to a holder of Euro Shares includes a reference to the person or persons executing the Notice of Election and, in the event of more than one person executing a Notice of Election, the provisions of this paragraph will apply to them jointly and to each of them.

2. Miscellaneous

2.1 All documents and remittances sent by or to a holder of Euro Shares will be sent at his or her own risk.

2.2 To ensure compliance with applicable money laundering regulations, each of the Receiving Agent (in its capacity as receiving agent) and the Company may require, at its absolute discretion, verification of the identity of the person by whom or on whose behalf any Notice of Election is lodged. If either the Receiving Agent or the Company determines that verification of identity requirements should apply in any case, the relevant Notice of Election will not be processed unless and until those verification of identity requirements have been satisfied in respect of the relevant applicant or application. Each of the Receiving Agent and the Company is entitled, in its absolute discretion, to determine whether the verification of identity requirements apply to any applicant or application and whether such requirements have been satisfied, and neither the Receiving Agent nor the Company will be liable to any person for any loss or damage suffered or incurred (or alleged), directly or indirectly, as a result of the exercise of such discretion. Any failure to provide requested evidence of identity within a reasonable time may result in delays and potential rejection of a Notice of Election. If, within a reasonable period of time following a request for verification of identity and in any event by 5.00 p.m. on 25 April 2014, the Receiving Agent or the Company has not received evidence satisfactory to it as aforesaid, the Receiving Agent or the Company may, in its absolute discretion, treat the relevant Notice of Election as invalid.

3. Overseas Shareholders

3.1 The availability of specific Class Closure Options in, or to persons who are citizens or nationals of, or resident in jurisdictions outside the United Kingdom or custodians, nominees or trustees for citizens, nationals or residents of jurisdictions outside the United Kingdom may be prohibited or affected by the laws of the relevant overseas jurisdiction. Shareholders who are Overseas Shareholders should inform themselves about and observe any applicable legal requirements. It is the responsibility of any Overseas Shareholder wishing to elect for a specific Class Closure Option to satisfy himself or herself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, the compliance with other necessary formalities and the payment of any transfer or other taxes or other requisite payments due in such jurisdiction. Any such Overseas Shareholder will be responsible for the payment of any such transfer or other taxes or other requisite payments due by whomsoever payable and the Company and all persons acting on its behalf shall be fully indemnified and held harmless by such Overseas Shareholder for any such transfer or other taxes or other requisite payments such person may be required to pay.

3.2 In particular, the Redemption Option is not being made directly or indirectly in or into or by the use of the mails of by any means or instrumentality (including, without limitation, facsimile transmission, telex and telephone) or interstate or foreign commerce, or any facility of a national securities exchange of, the United States, Canada, Australia or Japan. Accordingly, copies of this document, the Notice of Election and any related documents are not being and must not be mailed or otherwise distributed or sent in, into or from the United States, Canada, Australia or Japan, including to Shareholders with registered addresses in the United States, Canada, Australia or Japan or to persons who are custodians, nominees or trustees holding shares for persons in the United States, Canada, Australia or Japan. Persons receiving such documents (including, without limitation, custodians, nominees and trustees) should not distribute, send or mail them in, into or from the United States, Canada, Australia or Japan or use such mails or any such means, instrumentality or facility in connection with the Redemption Option, and doing so will render invalid any purported application under the Redemption Option. Persons wishing to participate in the Redemption Option should not use such mails or any such means, instrumentality or facility for any purpose directly or indirectly relating to the Redemption Option. Envelopes containing Notice of Elections should not be postmarked in the United States, Canada, Australia or Japan or otherwise dispatched from the United States, Canada, Australia or Japan and all holders of Euro Shares must provide addresses outside the United States, Canada, Australia or Japan for the remittance of cash or return of Notice of Elections and share certificates.

3.3 If, in connection with making the Redemption Option, notwithstanding the restrictions described above, any person (including, without limitation, custodians, nominees and trustees), whether pursuant to a contractual or legal obligation or otherwise, forwards this document, the Notice of Election or any related documents in, into or from the United States, Canada, Australia or Japan or uses the mails of, or any means or instrumentality (including, without limitation, facsimile transmission, telex and telephone) of interstate or foreign commerce of, or any facility of a national securities exchange of the United States, Canada, Australia or Japan in connection with such forwarding, such persons should (i) inform the recipient of such fact; (ii) explain to the recipient that such action may invalidate any purported acceptance by the recipient; and (iii) draw the attention of the recipient to this paragraph.

3.4 The provisions of this paragraph 3 and any other terms of the Class Closure Options relating to Overseas Shareholders may be waived, varied or modified as regards specific Shareholders or on a general basis by the Company in its absolute discretion but only if the Company is satisfied that such waiver, variation or modification will not constitute or give rise to a breach of applicable securities or other law.

3.6 Overseas Shareholders should inform themselves about and observe any applicable or legal regulatory requirements. If any Overseas Shareholder is in doubt about his or her position, he or she should consult his or her professional adviser in the relevant territory.

PART IV

Procedure for tendering Euro Shares under, and settlement of, the Redemption Option and the Conversion Option

Redemption Option

Procedure for Euro Shares held in certificated form (that is, not in CREST)

To tender Euro Shares held in certificated form you must complete, sign and have witnessed the Notice of Election for the Euro Shares and return it to the Receiving Agent together with the relevant share certificate(s) so as to be received no later than 5.00 p.m. on 25 April 2014. No acknowledgement of receipt of documents will be given.

If your share certificate(s) and/or other documents of title are not readily available (for example, if they are with your stockbroker, bank or other agent) or are lost, the Notice of Election should nevertheless be completed, signed and returned as described above together with any share certificate(s) and/or documents of title you may have available, accompanied by a letter of explanation stating that the (remaining) share certificate(s) and/or other document(s) of title will be forwarded as soon as possible thereafter. If you have lost your share certificate(s) and/or other document(s) of title, you should write to Computershare Investor Services (Channel Islands) Limited, PO Box 83, Queensway House, Hilgrove Street, St Helier, Jersey JE4 8PW for a letter of indemnity in respect of the lost share certificate(s) which, when completed in accordance with the instructions given, should be sent to the Receiving Agent.

Procedure for Shares held in uncertificated form (that is, in CREST)

If the Euro Shares which you wish to tender are held in uncertificated form, you should take (or procure to be taken) the action set out below to transfer (by means of a TTE Instruction) the number of Euro Shares which you wish to tender under the Redemption Option to an escrow balance, specifying Computershare Investor Services PLC (in its capacity as a CREST receiving agent under its participant ID and Member Account ID referred to below) as the escrow agent, so that the transfer to escrow settles by not later than 5.00 p.m. on 25 April 2014. You must also return a Notice of Election.

If you are a CREST Sponsored Member, you should refer to your CREST Sponsor before taking any action. Your CREST Sponsor will be able to confirm details of your Participant ID and the member account ID under which your Euro Shares are held. In addition, only your CREST Sponsor will be able to send a TTE Instruction to Euroclear in relation to the shares which you wish to tender. You should send (or, if you are a CREST Sponsored Member, procure that your CREST Sponsor sends) a TTE Instruction to Euroclear, which must be properly authenticated in accordance with Euroclear's specification and which must contain, in addition to other information that is required for the TTE Instruction to settle in CREST, the following details:

  • the corporate action number of the Redemption Option. This is allocated by Euroclear and will be available on screen from Euroclear;
  • the number of Euro Shares to be transferred to an escrow balance;
  • your Member Account ID;
  • your participant ID;
  • the participant ID of the escrow agent, in its capacity as a CREST receiving agent. This is 3RA21;
  • the Member Account ID of the escrow agent. This is: BHGLOPT;
  • the intended settlement date for the transfer to escrow. This should be as soon as

possible and, in any event, by no later than 5.00 p.m. on 25 April 2014;

  • the ISIN of the Euro Shares, which is GG00B2QQPM28;
  • input with the standard delivery instruction, priority 80; and
  • a contact name and telephone number in the shared note field.

After settlement of the TTE Instruction, you will not be able to access the Euro Shares concerned in CREST for any transaction or for charging purposes, notwithstanding that they will be held by the Receiving Agent as your agent until completion of the Redemption Option. The Receiving Agent will transfer the shares which are accepted for redemption to the Company.

You are recommended to refer to the CREST manual published by Euroclear for further information on the CREST procedures outlined above.

You should note that Euroclear does not make available special procedures in CREST for any particular corporate action. Normal system timings and limitations will therefore apply in connection with a TTE Instruction and its settlement. You should therefore ensure that all necessary action is taken by you (or by your CREST Sponsor) to enable a TTE Instruction relating to your shares to settle prior to 5.00 p.m. on 25 April 2014. In this connection, you are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

Settlement under the Redemption Option

Settlement of the proceeds of redemption will be made as follows:

Shares held in certificated form (that is, not in CREST): Settlement of the proceeds of redemption will be made by the dispatch by the Receiving Agent by first class post to the person or agent whose name and address is set out in Box 4A of the relevant Notice of Election or, if none is set out, to the registered address of the relevant Shareholder or, in the case of joint holders, the address of the first named. All payments will be made in Euros by cheque drawn on a branch of a UK clearing bank.

Shares held in uncertificated form (that is, in CREST): Where redeemed shares were held in uncertificated form, the proceeds of redemption due will be paid by means of CREST by the Company procuring the creation of an assured payment obligation in favour of the relevant Shareholder's payment bank in accordance with the CREST assured payment arrangements.

The payment of the proceeds of redemption for Euro Shares redeemed pursuant to the Redemption Option will be made only after the relevant TTE Instruction has settled or (as the case may be) timely receipt by the Receiving Agent of certificates and/or other requisite documents evidencing such Euro Shares, a properly completed and duly executed Notice of Election and any other documents required by the Notice of Election.

Payments of redemption monies will be made in Euros. Entitlements to a fraction of a cent will be rounded down to the nearest whole cent.

Conversion Option

Procedure for Euro Shares held in certificated form (that is, not in CREST)

To tender your Euro Shares held in certificated form you must complete, sign and have witnessed the Notice of Election for the relevant class of Euro Shares and return it to the Receiving Agent together with the relevant share certificate(s) so as to be received no later than 5.00 p.m. on 25 April 2014. No acknowledgement of receipt of documents will be given.

If your share certificate(s) and/or other documents of title are not readily available (for example, if they are with your stockbroker, bank or other agent) or are lost, the Notice of Election should nevertheless be completed, signed and returned as described above together with any share certificate(s) and/or documents of title you may have available, accompanied by a letter of explanation stating that the (remaining) share certificate(s) and/or other document(s) of title will be forwarded as soon as possible thereafter. If you have lost your share certificate(s) and/or other document(s) of title, you should write to Computershare Investor Services (Channel Islands) Limited, PO Box 83, Queensway House, Hilgrove Street, St Helier, Jersey JE4 8PW for a letter of indemnity in respect of the lost share certificate(s) which, when completed in accordance with the instructions given, should be sent to the Receiving Agent.

Procedure for Euro Shares held in uncertificated form (that is, in CREST)

If the Euro Shares which you wish to tender are held in uncertificated form, you should take (or procure to be taken) the action set out below to transfer (by means of a USE Instruction) the number of Euro Shares which you wish to tender under the Conversion Option by not later than 5.00 p.m. on 25 April 2014. You must also return a Notice of Election.

If you are a CREST Sponsored Member, you should refer to your CREST Sponsor before taking any action. Your CREST Sponsor will be able to confirm details of your Participant ID and the member account ID under which your Euro Shares are held. In addition, only your CREST Sponsor will be able to send a USE Instruction to Euroclear in relation to the shares which you wish to tender. You should send (or, if you are a CREST Sponsored Member, procure that your CREST Sponsor sends) a USE Instruction to Euroclear, which must be properly authenticated in accordance with Euroclear's specification and which must contain, in addition to other information that is required for the USE Instruction to settle in CREST, the following details:

  • the corporate action number of the Redemption Option. This is allocated by Euroclear and will be available on screen from Euroclear;
  • the number of shares to be converted;
  • your Member Account ID;
  • your participant ID;
  • the participant ID of the registrar, in its capacity as a CREST receiving agent. This is 3RA21;
  • the member account ID of the Registrar, i.e. to convert to US Dollar Shares = BHGLUSD and to convert to Sterling Shares = BHGLGBP
  • the intended settlement date. This should be as soon as possible and, in any event, by no later than 5.00 p.m. on 25 April 2014;
  • the ISIN of the Euro Shares, which is GG00B2QQPM28;
  • input with the standard delivery instruction, priority 80; and
  • a contact name and telephone number in the shared note field.

After settlement of the USE Instruction, you will not be able to access the Euro Shares concerned in CREST for any transaction or for charging purposes, notwithstanding that they will be held by the Receiving Agent as your agent until completion of the Conversion Option.

You are recommended to refer to the CREST manual published by Euroclear for further information on the CREST procedures outlined above.

You should note that Euroclear does not make available special procedures in CREST for any particular corporate action. Normal system timings and limitations will therefore apply in connection with a USE Instruction and its settlement. You should therefore ensure that all necessary action is taken by you (or by your CREST Sponsor) to enable a USE Instruction relating to your shares to settle prior to 5.00 p.m. on 25 April 2014. In this connection, you are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

PART V Definitions

"Articles of Incorporation" or "Articles" means the articles of incorporation of the Company in force from time to time;

"Board" or "Directors" means the board of directors of the Company;

"Brevan Howard" means the Brevan Howard group of affiliated entities;

"Business Day" means any day other than a Saturday, Sunday or public holiday in Guernsey and England and Wales;

"Circular" means this document;

"Class Closure Meeting" means the Class Closure Meeting for the Euro Shares held on 27 February 2014;

"Class Closure Options" has the meaning given in that term in Part I of this document;

"Class Closure Resolution" means the resolution passed by holders of the Euro Shares at the Class Closure Meeting;

"Companies Law" means the Companies (Guernsey) Law 2008, as amended;

"Company" means BH Global Limited;

"CREST" means the relevant system (as defined in the Regulations) in respect of which Euroclear is the Operator (as defined in the Regulations);

"CREST member" means a person who has been admitted by Euroclear as a system-member (as defined in the Regulations);

"CREST participant" means a person who is, in relation to CREST, a system-participant (as defined in the Regulations);

"CREST sponsor" means a CREST participant admitted to CREST as a CREST sponsor being a sponsoring system-participant (as defined in the Regulations);

"CREST sponsored member" means a CREST member admitted to CREST as a sponsored member;

"Euro Shares" means redeemable ordinary shares of no par value in the Company designated as Euro shares;

"Euroclear" means Euroclear UK and Ireland Limited;

"IPO Offer Costs" means the portion of the Company's initial public offering costs paid by Brevan Howard, being USD26,559,274;

"Manager" means Brevan Howard Capital Management LP;

"member account ID" means the identification code or number attached to any member account in CREST;

"NAV" or "Net Asset Value" means the value of the assets of the Company less its liabilities as determined in accordance with the Articles of Incorporation;

"NAV Calculation Date" means the last Business Day of each calendar month or such other date or dates as the Board may, in their absolute discretion, determine;

"Notice of Election" means the Notice of Election accompanying this document, for use by both certificated and uncertificated (in CREST) holders of Euro Shares in connection with the Class Closure Options;

"Overseas Shareholder" means a Shareholder who is a citizen or national of, or resident in, a jurisdiction outside the United Kingdom or a custodian, nominee or trustee for a citizen, national or resident of a jurisdiction outside the United Kingdom;

"participant ID" means the identification code or membership number used in CREST to identify a particular CREST member or other CREST participant;

"Receiving Agent" means Computershare Investor Services PLC;

"Regulations" means the Uncertificated Securities Regulations 2001 (SI 2001/3755);

"Shareholder" means a holder of Euro Shares, Sterling Shares or US Dollar Shares as the context requires;

"Sterling Shares" means redeemable ordinary shares of no par value in the Company designated as Sterling shares;

"TTE Instruction" means a transfer to escrow instruction (as defined by the CREST Manual issued by Euroclear);

"uncertificated" or "in uncertificated form" means recorded on the Register as being held in uncertificated form in CREST and title to which, by virtue of the Regulations, may be transferred by means of CREST or another uncertificated system;

"USE Instruction" means a USE instruction (as defined by the CREST Manual issued by Euroclear);

"United States" or "US" means the United States of America, its territories and possessions, any State of the United States and the District of Columbia; and

"US Dollar Shares" means redeemable ordinary shares of no par value in the capital of the Company designated as US Dollar shares.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you are recommended to seek immediately your own personal financial advice from your independent financial adviser, stockbroker, bank manager, solicitor, accountant or from another appropriately qualified and duly authorised independent adviser.

This Notice of Election should be read in conjunction with the circular relating to the Class Closure Options sent to holders of Euro Shares in the Company on 12 March 2014 (the "Circular"). Unless the context otherwise requires, the definitions used in the Circular apply to this Notice of Election.

If you have sold or otherwise transferred all of your Euro Shares, you should pass this document, together with all of the accompanying documents, as soon as possible, to the purchaser or transferee or to the other person through whom the sale or transfer was effected for transmission to the purchaser or transferee. However, such documents should not be forwarded to, or transmitted in or into the United States, Canada, Australia or Japan. The attention of Shareholders who are resident in, or citizens, nationals or residents of, territories outside the United Kingdom is drawn to paragraph 3 of Part III of the Circular.

BH Global Limited

Euro Share Class Notice of Election for use in respect of the Class Closure Options

ACTION TO BE TAKEN

  • To make a Class Closure Option election you must complete Boxes 1 and 2 (on page 3) of this Notice of Election
  • Sign Box 3 (on page 3) in the presence of a witness, who must be over 18 years of age and who must also sign and given his/her name and address
  • If the Euro Shares are held jointly with others, all joint holders must sign
  • Complete, if relevant, Box 4A and/or Box 4B (on page 3)
  • Return this Notice of Election, duly completed and signed together with, if you hold your Euro Shares in certificated form, your share certificate(s) or other document(s) of title, by post to the Receiving Agent at Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH or by hand (during normal business hours) to The Pavilions, Bridgwater Road, Bristol BS13 8AE, or by submitting the necessary TTE Instructions as soon as possible and, in any event, so as to be received not later than 5.00 p.m. on 25 April 2014.

ALL HOLDERS OF EURO SHARES WISHING TO MAKE A CLASS CLOSURE OPTION ELECTION ARE REQUIRED TO RETURN A NOTICE OF ELECTION, IRRESPECTIVE OF WHETHER THEY HOLD SHARES IN CERTIFICATED OR UNCERTIFICATED FORM

Notes:

If you hold your Euro Shares in certificated form and your share certificate(s) is/are currently unavailable, complete this Notice of Election and forward the share certificate(s) to the Receiving Agent at Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH or by hand (during normal business hours) to The Pavilions, Bridgwater Road, Bristol BS13 8AE by 5.00 p.m. on 25 April 2014.

If you hold your Euro Shares in certificated form but under different designations, you should complete a separate Notice of Election for each designation.

If you hold Euro Shares in uncertificated form (that is, through CREST) and wish to elect for the Redemption Option or the Conversion Option, you should follow the process set out in Part IV of the Circular.

A Notice of Election returned postmarked in the United States, Canada, Australia or Japan, or otherwise appearing to the Company or its agents to have been sent from the United States, Canada, Australia or Japan, may not be accepted as valid.

If you have any queries relating to the completion of the Notice of Election, please contact the Receiving Agent, Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH on + 44 (0)870 707 4040. The Receiving Agent can only provide information regarding the completion of the Notices of Election and cannot provide you with investment or tax advice.

Further copies of this Notice of Election and the Circular are available from Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE or on the Company's website at www.bhglobal.com.

1

I/We, whose signature(s) appear(s) in Box 3 hereby irrevocably make the election specified in Box 2 in respect of the number of Euro Shares inserted or deemed to be inserted in Box 2 (as applicable) and which are recorded against my/our name(s) on the Register, on the terms and subject to the conditions set out in the Circular and in this Notice of Election.

To the extent that my/our Shares are held in certificated form and my/our share certificate(s) is/are readily available, I/we enclose the share certificate(s) and/or other document(s) of title in respect of those Shares.

Please enter the name and address of the registered holder of the relevant shares as it appears on the Register in BLOCK CAPITALS in Box 1, to include any designations held on your BH Global Limited Account

2 Election to Participate in the Class Closure Options

  • If you want to elect for the Redemption Option, insert the relevant number of Euro Shares in Box 2A
  • If you want to elect for the Conversion Option and receive Sterling Shares, insert the relevant number of Euro Shares in Box 2B
  • If you want to elect for the Conversion Option and receive US Dollar Shares, insert the relevant number of Euro Shares in Box 2C
  • If you want to elect for the Continuation Option, insert the relevant number of Euro Shares in Box 2D

Alternatively, if you want to elect for a single Class Closure Option in respect of all of your holding of Euro Shares, you may enter "ALL" in the relevant box.

A holder of Euro Shares is not required to elect for the same option in respect of all of his or her shares and can make different elections in respect of different shares. Please note, however, that elections that (in the aggregate) are purported to be made in respect of more than the relevant holder's total number of Euro Shares will be treated as invalid.

Signatures

3

If you wish to make a Class Closure Option election, you MUST sign Box 3, regardless of which other Box(es) you complete. In the case of a joint holding, all the joint holders must sign. By signing Box 3 you irrecoverably

undertake, represent, warrant and agree as provided in paragraph 1 of Part III of the Circular Each individual signing must do so in

the presence of an independent witness, who must be over 18 years of age and should not be one of the joint registered holders or otherwise have any financial interest in the relevant Euro Shares or in any proceeds resulting from the execution of this Notice of Election. The witness should state his or her name and address and sign where indicated.

4 4A Alternative address for consideration and returned documents(s)

If you want your consideration and/or other documents to be sent to someone other than the first-named registered

The same person may witness each signature of joint holders.

If this Notice of Election is not signed by the registered holder(s), insert the name(s) and the capacity (e.g. executor(s)) of the person(s) signing this Notice of Election. You should deliver evidence of your authority in accordance with the Notes on page 4. A company incorporated in England and Wales may affix its common seal. Alternatively, a company to which section 44 of the Companies Act 2006 applies may execute this Notice of Election as a deed by two directors, one director and the company secretary or one director in presence of an witness who attests the signature, in the execution part of Box 3.

holder at the address set out on page 3 below (e.g. your bank manager or stockbroker) you should complete Box 4A (but not with an address in the United States, Canada, Australia or Japan).

If you hold your Shares in certificated form, enclose your share certificate(s).

4B Change of Address Details

If your name or address has changed or is incorrect as it appears on the Register, please complete Box 4B with your new/correct address.

Page 2

BH GLOBAL LIMITED EURO SHARE NOTICE OF ELECTION

PAGES 2 AND 4
Enter your name and registered address here (IN BLOCK CAPITALS):
___________(Name)
______________(Address)
TICK THE RELEVANT BOX
Notice of election for Euro Shares held in certificated form and my share certificate is attached:
Notice of election for Euro Shares held in uncertificated form and the TTE Instruction has been made: 
2 NOTICE OF ELECTION

Insert the number of shares for which you want to elect
for the Redemption Option in Box 2A
2A

Insert the number of shares you want to convert into
Sterling Shares under the Conversion Option in Box
2B
2B

Insert the number of shares you want to convert into US
Dollar Shares under the Conversion Option in Box 2C
2C

Insert the number of shares for which you want to elect
for the Continuation Option in Box 2D
2D
3 SIGN HERE TO PARTICIPATE IN THE CLASS CLOSURE OPTIONS
(a) Signature by an individual Witnessed by Witness name and address
First holder and Date Signature Name and address
2014
Joint holder and Date:
Signature: Name and address
2014
Joint holder and Date: Signature: Name and address
2014
Joint holder and Date: Signature: Name and address
2014
and address where indicated. Note: The signature of each registered holder should be witnessed and the witness must also sign and print his/her name
(b) Execution by a company
Executed and delivered as a deed by:
Name of company Signature of director Name of director
Date Signature of second director,
secretary or witness
Name of second director, secretary or
witness
Witness address
PLEASE ENTER HERE A DAYTIME TELEPHONE NUMBER (INCLUDING
STD CODE) WHERE YOU CAN BE REACHED IN THE EVENT OF A
4 4A ALTERNATIVE ADDRESS
Addresses outside the United States, Canada, Australia
or Japan to which consideration or returned documents
should be sent, if not as set out above (to be written in
BLOCK CAPITALS)

Name and Address

4B CHANGE OF ADDRESS

New/Correct registerred address (to be written in BLOCK CAPITALS)

Address

Post Code: Post Code:

FURTHER NOTES REGARDING THE COMPLETION AND LODGING OF THIS NOTICE OF ELECTION

A. Where a power of attorney has been granted

If a holder has executed a power of attorney, the attorney must sign this Notice of Election. The original power of attorney (or a duly certified copy, as provided in the Powers of Attorney Act 1971) must be lodged with this completed Notice of Election with the Receiving Agent at Computershare Investor Services PLC at Corporate Actions Projects, Bristol BS99 6AH or by hand (during normal business hours) to The Pavilions, Bridgwater Road, Bristol BS13 8AE. No other signatures will be accepted. The Receiving Agent will note the power of attorney and return it as directed.

B. If the sole holder has died

If probate or letters of administration has/have been registered with the Receiving Agent, this Notice of Election must be executed by the personal representative(s) of the deceased, in the presence of a witness, and lodged with the Receiving Agent at Computershare Investor Services PLC at Corporate Actions Projects, Bristol BS99 6AH or by hand (during normal business hours) to The Pavilions, Bridgwater Road, Bristol BS13 8AE. If probate or letters of administration has/have been granted but has/have not been registered with the Company's registrars, the personal representative(s) should execute this Notice of Election and lodge it with the Receiving Agent at the address above with the share certificate(s) and/or document(s) of title. A copy of the probate or letters of administration must be lodged as soon as possible thereafter and in any event by 5.00 p.m. on 25 April 2014 in order to validate this Notice of Election.

C. If one or more of the joint holders has died

This Notice of Election is valid if executed by all the surviving holders, each in the presence of a witness, and lodged with the Receiving Agent at the address above, accompanied by the share certificate(s) and/or other document(s) of title, and, in all cases, a valid copy of the death certificate, probate or letters of administration in respect of the deceased joint holder.

D. If you hold your Euro Shares in certificated form and your share certificate(s) and/or other document(s) of title are held by your stockbroker, bank or other agent

If your share certificate(s) and/or other document(s) of title is/are held by your stockbroker, bank or other agent, complete this Notice of Election and, if the share certificate(s) and/or other document(s) of title is/are readily available, deliver this completed Notice of Election to your stockbroker, bank or other agent for lodging with the Receiving Agent at the address above accompanied by the relevant share certificate(s) and/or document(s) of title. If the share certificate(s) and/or other document(s) of title is/are not readily available, you should complete this Notice of Election and lodge it with the Receiving Agent at the address above, together with a note of explanation (for example, "share certificates to follow") and arrange for the share certificate(s) and/or other document(s) of title to be forwarded as soon as possible thereafter and, in any event, so as to be received not later than 5.00 p.m. on 25 April 2014.

E. If you hold your Euro Shares in certificated form and your share certificate(s) and/or other document(s) of title are lost

If you have lost your share certificate(s) and/or other document(s) of title, you should write to Computershare Investor Services (Channel Islands) Limited, Queensway House, Hilgrove Street, St Helier, Jersey JE4 8PW for a letter of indemnity in respect of the lost share certificate(s) which, when completed in accordance with the instructions given, should be returned to the Receiving Agent so as to be received not later than 5.00 p.m. on 25 April 2014.

F. If you hold your Euro Shares in certificated form and your name(s) or other particulars are shown incorrectly on the certificate

  • Incorrect name(s) complete and lodge this Notice of Election with the correct name(s) accompanied by a letter from your bank, stockbroker or solicitor confirming that the person described on the certificate and the person who has executed this Notice of Election are one and the same.
  • Incorrect address write the correct address in Box 4B of this Notice of Election and lodge it together with an accompanying letter of explanation.
  • Change of name(s) lodge your marriage certificate or the relevant deed poll with this Notice of Election for noting.

The Company reserves the right to treat as valid Notice of Elections which are not received entirely in order (to be determined by the Company in its sole discretion) by 5.00 p.m. on 25 April 2014 and which are accompanied by the relevant share certificate(s) and/or other document(s) of title or a satisfactory indemnity in lieu thereof in respect of the entire number of Euro Shares tendered.