Proposed Migration of Listing

RNS Number:8273T
Close AllBlue Fund Limited
06 May 2008

Close AllBlue Fund Limited

6 May 2008

Close AllBlue Fund Limited (the "Company")

Proposed Migration of Listing

The Company has today sent a circular to Shareholders convening Shareholder
meetings of the Company to approve:

* the proposal that the Company should cancel admission of
its Shares to trading on AIM, de-list its Sterling Shares from the CISX and seek
admission for all its Shares to the Official List and to trading on the Main
Market of the London Stock Exchange;

* a change of the Company's name to "BlueCrest AllBlue Fund Limited";
* the adoption of new Articles of Association, including
provisions to allow the issue of C Shares, provisions to purchase Shares into
treasury and amendments to the discount management provisions; and

* the disapplication of the pre-emption rights to be
contained in the new Articles of Association,

together the "Proposals".

Hoare Govett Limited has been appointed as sponsor in connection with the
Primary Listing and will be appointed as sole corporate broker to the Company
with effect from the date of admission of its Shares to the Official List and to
trading on the Main Market.

The Board also considers now to be an appropriate time to augment its number.
Accordingly, Andrew Dodd and Jonathan Hooley have been invited to join the Board
as non-executive directors with effect from 7 May 2008.

On 19 March 2008, the Company announced that it had served protective notice on
Close Investments Limited ("CIL") to terminate the Shareholder Liaison Agreement
and that such agreement would, therefore, cease to be effective as of 28
February 2009, unless otherwise agreed. The Board proposes to engage in
discussions with CIL to determine if terms might be agreed for the earlier
termination of the Shareholder Liaison Agreement.

Background to and reasons for the Primary Listing

As announced on 18 January 2008, following recent changes to the Listing Rules
applicable to closed-ended investment funds, the Board concluded that it would
be in the best interests of the Company to seek a Primary Listing. The change of
listing should increase the profile of the Company and enhance the liquidity of
its Shares. In particular, a listing on the Official List will allow data in
relation to the Company to be more prominently displayed by financial news and
information providers and disseminated to a wider circle of potential investors.

In addition, a Primary Listing will, subject to the Company satisfying certain
other requirements, mean that the Shares will be eligible for inclusion in
certain financial market indices. It is anticipated that any such inclusion will
result in secondary market demand for the Shares from investment vehicles which
track such indices.

The cancellation of admission of Shares to trading on AIM and the de-listing
from the CISX is conditional upon the UKLA granting admission of the Shares to
the Official List and the London Stock Exchange confirming that the Shares can
commence trading on the Main Market.

Change of name

The Board believes that a change of name of the Company from Close AllBlue Fund
Limited to BlueCrest AllBlue Fund Limited should further align the Company with
the BlueCrest name and thereby provide the Company with the benefits of investor
familiarity with the BlueCrest brand.

Pre-emption rights

As a Guernsey incorporated vehicle, the Company is not subject to any statutory
requirements with regard to Shareholder pre-emption rights for new share issues
for cash. However, as a pre-condition for inclusion in certain financial market
indices, in particular the UK FTSE Indices, it is necessary for the Company to
have in place such pre-emption rights. Accordingly, the Company is proposing an
amendment to its Articles of Association to introduce pre-emption rights for
Shareholders in respect of all new share issues for cash.

Under the Listing Rules, the Directors will not be permitted to issue new Shares
of an existing class for cash at a price below their Net Asset Value per Share
unless they are first offered pro rata to existing holders of Shares of the same
class or unless specifically authorised by Shareholders at the time of any such
further issue. In light of this restriction, it is further proposed that the new
pre-emption rights to be introduced are disapplied by special resolution of the
Company, in the period to the Company's annual general meeting in 2009, where
authority for the renewal of such disapplication will be sought.

Introduction of C Share provisions

The Board has determined to amend the Company's Articles of Association by
introducing provisions relating to the future issue of C Shares. The Board
considers C Shares to be an appropriate means of enabling the Company to seek
additional equity finance from time to time.

The Directors have concluded that the ability to issue further equity in the
form of C Shares will assist in overcoming the potential disadvantages for both
existing and new investors which would arise out of a conventional fixed price
issue of further shares for cash. In particular, the Net Asset Value of the
existing Ordinary Shares would not be diluted by the expenses associated with
any C Share issue, which would be borne by the subscribers for C Shares.

Treasury shares

The ability to use treasury powers will provide the Company with greater
flexibility in managing its share capital. However, in order to avoid any NAV
dilution, it is the intention of the Board that any Ordinary Shares that might
be held in treasury from time to time would only be reissued at a price equal to
or above NAV (as determined by the Directors at or shortly before such reissue).

It is further the intention of the Board that any share repurchases which might
be made and bought into treasury (or for cancellation under the Company's
existing market repurchase authority) would generally be funded by redemptions
from AllBlue made for the purpose with short-term borrowings made available, as
appropriate, to meet timing differences between such share repurchases and
AllBlue redemptions.

Discount management provisions

The Company's Articles of Association incorporate a discount management
provision that requires a continuation vote to be proposed at a general meeting
of the Shareholders if, over the 12 months preceding any financial year end of
the Company, the Sterling Shares have traded, on average, at a discount in
excess of 5 per cent. to the average Net Asset Value per Sterling Share.

The Board proposes that the existing discount management provision be amended
(i) to apply to each class of Ordinary Shares, (ii) to introduce (from the 12
month period commencing on 1 January 2008) a rolling 12 month calculation basis
for each class and (iii) by adjusting the accompanying averaging calculation to
accommodate the current timing differential associated with the announcement of
the estimated NAV per Share as at each NAV Calculation Date.

Notices convening a Sterling Shareholder Separate General Meeting and an
Extraordinary General Meeting of the Company to be held on 30 May 2008 have been
sent to Shareholders.

The definitions used in this announcement are as set out in the circular to
Shareholders dated 6 May 2008.

For further information please contact:

Anson Fund Managers Limited
Secretary
Tel: +44 (0)1481 722260

Hoare Govett Limited
Gary Gould
Tel: +44 (0)20 7678 1703

Collins Stewart Europe Limited (Nomad to the Company)
Hugh Field
Tel: +44 (0)20 7523 8350

E&OE in transmission


                      This information is provided by RNS
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