Prospectus (4.96 Mb) - BlackRock International

Advanced process engineering — BAA has developed a comprehensive technology platform that supports the informationintensive
nature of alternative investment fund of funds management. BAA’s proprietary technology has been developed to
facilitate the conversion of large amounts of data into more useful information, the institutionalisation of knowledge and
an integration of systems and processes.
Attractive fund structure — the closed-ended nature of the Company will provide greater flexibility to invest in attractive
but less liquid Fund Investments than would be likely to be the case with an open-ended vehicle. Shares will be offered in
three currency classes (denominated in US Dollars, Sterling and Euro) with at least quarterly conversions between
currency classes permitted.
Discount control — the Company, the Investment Manager and its affiliates will have the ability to purchase Shares in the
secondary market at any time the Shares trade at a discount to NAV. In addition, the Company will consider commencing
a share buy-back programme if the Shares should trade at or below 95 per cent. of NAV. Furthermore, at the discretion of
the Directors, the Company expects to have a Redemption Facility pursuant to which the Shareholders would have the
opportunity periodically to redeem some or all of their Shares at Net Asset Value (subject to certain restrictions including
a maximum redemption on any Redemption Date of 20 per cent. of the Shares of any class then in issue).
The Manager will bear all fees and expenses payable in respect of the Offer — all fees and expenses payable in respect of
the Offer (including all costs related to the establishment of the Company) will be borne by the Manager (save if the
Management Agreement is terminated in certain circumstances) such that the gross proceeds of the Offer, net of the
Company’s short-term working capital requirements, will be available to the Company for investment following
Admission.
MANAGEMENT OF THE COMPANY
DIRECTORS OF THE COMPANY
The Directors have overall responsibility for the Company’s activities. The Board is composed of five directors, three of
whom are Independent Directors who are not affiliates of the Investment Manager or the Manager.
The Directors of the Company are Colin Maltby, John Siska, Philip Smith, Frank Le Feuvre and Jonathan Ruck Keene.
THE INVESTMENT MANAGER
BlackRock Financial Management, Inc., a Delaware corporation formed on 21 October 1994, is the investment manager of
the Company, through its business unit, BlackRock Alternative Advisors.
The Investment Manager is responsible for the management and investment of the Company’s assets on a discretionary
basis in pursuit of the Company’s investment objective, subject to the control of the Company’s Board and certain
borrowing and leverage restrictions.
MANAGEMENT AND PERFORMANCE FEES
The Investment Manger will be entitled to a management fee of 1.5 per cent. per annum of the NAV of the Company and a
performance fee of 10 per cent. of the Company’s NAV growth, subject to a high water mark and related adjustments.
DIVIDEND POLICY
The Directors of the Company do not expect to declare any dividends with respect to the Shares in the foreseeable future.
THE OFFER
The Company is targeting a raising of US$500 million (subject to increase) through the Offer (excluding the Over-allotment
Option) although the actual size of the Offer may differ. The quantum of the amount to be raised is indicative only. The
actual number of Shares of each class issued pursuant to the Offer will only be determined by the Directors of the
Company, the Investment Manager and the Global Co-ordinator after taking into account the demand for the Shares and
the prevailing economic market conditions.
The Offer consists of the Offer for Subscription in the United Kingdom and the Placing involving private placement in the
United Kingdom and other countries to both professional investors and in some jurisdictions to high net worth individuals.
Concurrent with an announcement of the basis of allocation of Shares in the Offer, the Company will publish an Offer
Placing Statement that will contain details of the number of €10 Euro Shares, $10 US Dollar Shares and £10 Sterling
Shares which are the subject of the Offer.
Application has been made to the UK Listing Authority and the London Stock Exchange for all of the Shares issued and to
be issued pursuant to the Offer to be admitted to the Official List and admitted to trading on the London Stock Exchange’s
main market for listed securities.
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