BH Macro Limited - Notice of Class Closure Meetings
PR Newswire
LONDON, United Kingdom, January 29
BH Macro Limited (the "Company")
(a closed-ended collective investment scheme established as a company with limited liability under the laws of Guernsey with registered number 46235)
LEI: 549300ZOFF0Z2CM87C29
Notice of Class Closure Meetings
29 January 2025
Notices of Class Closure Meetings
Further to the announcement by the Company on 28 January 2025 that the Class Closure Resolution procedure contained in the Company's articles of incorporation (the "Articles") has been triggered in respect of the year ended 31 December 2024 for both the Company's Sterling share class and US Dollar share class (the "Shares"), the Company announces that a shareholder circular containing notices convening class closure meetings ("Class Closure Meetings") to be held in respect of both classes of Shares will be despatched to the Company's shareholders ("Shareholders") later today (the "Circular").
Capitalised terms used but not otherwise defined in this announcement shall have the same meaning as set out in the Circular.
Copies of the Circular will shortly be available for inspection at the National Storage Mechanism website at https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism. An electronic copy of the Circular will also shortly be available on the Company's website www.bhmacro.com.
The Circular contains an explanation of the business to be considered at each Class Closure Meeting. The Class Closure Meetings will be held starting at 9.00 a.m. on 18 February 2025 at the offices of Northern Trust International Fund Administration Services (Guernsey) Limited Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL.
Class Closure Resolution
If passed by the Shareholders of the relevant class, the Class Closure Resolution to be proposed at each Class Closure Meeting requires the Company to make the following options (the "Class Closure Options") available to those Shareholders in respect of their holdings of shares of that class:
(a) to offer all or some of their shares for redemption by the Company;
(b) to convert all or some of their shares into shares of the other class of shares; or
(c) to remain in the class, subject as described further below.
Alternatively, if holders of both classes of the Company's shares approve a Class Closure Resolution, the Company is required to put in place measures for its winding-up instead of offering the Class Closure Options to Shareholders.
If a Class Closure Resolution is rejected, no further action is required to be taken in respect of the relevant class of shares. Depending on the share price performance of the relevant class compared to its NAV, the earliest that another class closure resolution may be required to be proposed under the Articles in relation to that class would be in not less than twelve months' time, in 2026.
The Board believes that the Company continues to fulfil its purpose and retains the utmost confidence in Brevan Howard Capital Management LP (the "Manager") and the strategy of the Master Fund, both of which the Board continues to monitor closely.
The Circular includes a letter from the Manager setting out its support for the Company and further information provided by the Manager regarding the past and comparative performance of the Company.
Recommendation
The Board considers that a vote AGAINST the Class Closure Resolution, to be proposed at each Class Closure Meeting, is in the best interests of Shareholders as a whole. All directors intend to vote their own beneficial holdings AGAINST the Class Closure Resolution to be proposed at each Class Closure Meeting.
The Board unanimously recommends Shareholders to vote AGAINST the Class Closure Resolution to be proposed at each Class Closure Meeting.
Class Closure Resolutions
The Class Closure Resolution to be proposed at each Class Closure Meeting is a special resolution, which requires not less than seventy-five per cent. of the members of the relevant class of Shares and duly appointed proxies attending the meeting and voting on a show of hands to vote in favour (excluding any votes that are withheld) or, if a poll is demanded, not less than seventy-five per cent. of the total voting rights cast on the relevant resolution (excluding any votes that are withheld) to be in favour. Each Class Closure Resolution will be conducted by poll.
Action to be taken
Holders of US Dollar Shares should complete and return the Form of Proxy featuring a blue band for the Class Closure Meeting of the US Dollar Shares to the Registrar, Computershare Investor Services (Guernsey) Limited, c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible and, in any event, not later than 9.00 a.m. on 14 February 2025 and/or attend and vote at the meeting on 18 February 2025.
Holders of Sterling Shares should complete and return the Form of Proxy featuring a purple band for the Class Closure Meeting of the Sterling Shares to the registrar, Computershare Investor Services (Guernsey) Limited, c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible and, in any event, not later than 9.15 a.m. on 14 February 2025 and/or attend and vote at the meeting on 18 February 2025.
The Form(s) of Proxy may also be sent to Computershare Investor Services (Guernsey) Limited by email at externalproxyqueries@computershare.co.uk. The lodging of a Form of Proxy will not prevent you from attending the relevant Class Closure Meeting and voting in person if you so wish.
Expected Timetable
Latest time and date for receipt of Forms of Proxy for the US Dollar Class Closure Meeting |
| 9.00 a.m. on 14 February 2025 |
Latest time and date for receipt of Forms of Proxy for the Sterling Class Closure Meeting |
| 9.15 a.m. on 14 February 2025 |
US Dollar Class Closure Meeting |
| 9.00 a.m. on 18 February 2025 |
Sterling Class Closure Meeting |
| 9.15 a.m. on 18 February 2025 |
All references are to Guernsey time.
Company website:www.bhmacro.com
Enquiries:
The Company Secretary
Northern Trust International Fund Administration Services (Guernsey) Limited
Tel: +44 (0) 1481 745001
Manager
Brevan Howard Capital Management LP
Email: bhmacro.ir@brevanhoward.com
Corporate Broker
J.P. Morgan Cazenove
William Simmonds / Rupert Budge
Tel: +44 (0)20 3493 8000
