REG-BH Macro Limited: Notice of Class Closure Meetings

BH MacroAnnouncement

29/01/2025 10:00

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

 



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