BGHL to propose switching mechanism in October 2008


17 September 2008
B&G Holding to propose switching mechanism in October 2008
In an announcement on 26 March 2008, Boussard & Gavaudan Holding Limited (the "Company") indicated that it was exploring the possibility of establishing a facility to permit shareholders (subject to applicable laws and regulations and certain conditions) to switch their ordinary shares for shares in Sark Fund, the underlying fund in which the Company's assets are primarily invested, at a price to be determined by reference to the reported net asset value of the Company.
The Company is pleased to announce that work on this proposal is near completion and, subject to relevant regulatory and legal approvals being received, the Company expects to be in a position to put formal proposals to shareholders in October 2008.
For further information, please contact:
B&G Asset Management                             +44 20 7514 0700
Emmanuel Gavaudan                               
The Company is established as a closed-ended investment company domiciled in Guernsey. The Company has received the necessary approval of the Guernsey Financial Services Commission and the States of Guernsey Policy Council. The Company is registered with the Dutch Authority for the Financial Markets as a collective investment scheme pursuant to article 2:73 in conjunction with 2:66 of the Dutch Financial Supervision Act (Wet op het financieel toezicht).
This announcement is for information purposes only and is not an offer to invest. All investments are subject to risk. Past performance is no guarantee of future returns. Prospective investors are advised to seek expert legal, financial, tax and other professional advice before making any investment decision. The value of investments may fluctuate. Results achieved in the past are no guarantee of future results.
This announcement contains forward looking statements, including, without limitation, statements regarding the Company's intention to establish a mechanism to permit shareholders to switch their ordinary shares for shares in Sark Fund and statements containing the words "envisaged", "intention" and "expected" or in each case, their negative or other variations or similar expressions. Such forward looking statements involve unknown risk, uncertainties and other factors that may cause the results to be materially different from any future results or achievements expressed or implied by such forward looking statements.
This is not an offer to sell or a solicitation of any offer to buy any securities in the United States or in any other jurisdiction. This announcement is not intended to and does not constitute, or form part of, any offer or invitation to purchase any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law.
Neither the Company nor the Sark Fund have been, and neither will be, registered under the US Investment Company Act of 1940, as amended (the "Investment Company Act").  In addition the securities referenced in this announcement have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"). Consequently any such securities may not be offered, sold or otherwise transferred within the United States or to, or for the account or benefit of, US persons except in accordance with the Securities Act or an exemption therefrom and under circumstances which ill not require the issuer of such securities to register under the Investment Company Act. No public offering of any securities will be made in the United States.
The intended mechanism to permit the Company's shareholders to switch their ordinary shares in the Company for shares in Sark Fund (unless otherwise determined by the Company and permitted by applicable law and regulation), will not be made available, directly or indirectly, in or into, or by use of mails or any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of the United States and will not be capable of acceptance by any such use, means, instrumentality or facilities from within the United States.


Press Release (PDF)