AGM Information • May 18, 2011
AGM Information
Open in ViewerOpens in native device viewer
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you are recommended to seek immediately your own personal financial advice from your independent financial adviser, stockbroker, bank manager, solicitor, accountant, or from another appropriately qualified and duly authorised independent adviser.
If you have sold or otherwise transferred all of your shares in BH Macro Limited please send this document and the accompanying documents at once to the purchaser or transferee or to the stockbroker, banker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.
___________________________________________________________________________________________________
(an authorised closed-ended collective investment scheme established as a company with limited liability under the laws of Guernsey with registration number 46235)
The Resolutions described in this document are conditional on shareholder approval at the Annual General Meeting. Notice of the Annual General Meeting to be held at 2.15 p.m. on 20 June 2011 at the offices of Northern Trust International Fund Administration Services (Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL is set out at the end of this document.
___________________________________________________________________________________________________
Shareholders are requested to return the Form(s) of Proxy accompanying this document for use at the Annual General Meeting. To be valid, the Form(s) of Proxy must be completed and returned in accordance with the instructions printed thereon so as to be received by Computershare Investor Services (Jersey) Limited, c/o The Pavilions, Bridgewater Road, Bristol, BS99 6ZY as soon as possible and, in any event, not later than 2.15 p.m. on 18 June 2011. The Form(s) of Proxy may also be sent to Computershare Investor Services (Jersey) Limited either by fax at +44(0)870 703 6109 or by email at [email protected]. If you own more than one class of shares, you will need to complete and return a Form of Proxy for the Annual General Meeting in respect of each class of shares that you own.
Investors owning US dollar shares through an account on Nasdaq Dubai who wish to attend the Annual General Meeting or to exercise the voting rights attached to interests in the US dollar shares held by them through an account on Nasdaq Dubai at the Annual General Meeting should inform their Dubai broker, bank or custodian that is a business partner in the Nasdaq Dubai CSD at least 10 days before the Annual General Meeting, after which they will receive an attendance ticket and proxy card.
Your attention is drawn to the letter from the Chairman of BH Macro Limited which is set out in Part I of this document and which recommends that you vote in favour of the Resolutions to be proposed at the Annual General Meeting. Your attention is also drawn to the section entitled "Action to be Taken" on page 4 of this document.
(an authorised closed-ended collective investment scheme established as a company with limited liability under the laws of Guernsey with registration number 46235)
Directors:
Registered office:
Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL
Ian Plenderleith (Chairman) Huw Evans Anthony Hall Christopher Legge Talmai Morgan Stephen Stonberg
18 May 2011
_____________________ __________________________________________________________________________
Dear Shareholder,
Introduction The fourth Annual General Meeting of the Company will be held at the offices of Northern Trust International Fund Administration Services (Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL on Monday 20 June 2011 at 2.15 p.m. The business to be considered at the Annual General Meeting is contained in the notice convening the Annual General Meeting on pages 7 and 8 of this document. A brief explanation of each resolution to be considered is set out below.
I am writing to you to explain the business to be considered at the Annual General Meeting and to recommend that you vote in favour of the resolutions set out in the notice of Annual General Meeting.
The Annual General Meeting Ordinary Business Resolution 1: The Directors must lay the annual audited financial statements for the financial period ending 31 December 2010 and the report of the Directors before the Shareholders and the Shareholders will be asked to receive and consider the financial statements and the report.
_____________________ __________________________________________________________________________
Resolutions 2 and 3: Shareholders will be asked to confirm the re-appointment of KPMG Channel Islands Limited as the Company's auditors until the conclusion of the next annual general meeting due to be held in 2012 and to grant authority to the Board to determine their remuneration.
Resolutions 4 to 9 (inclusive): Shareholders will be asked to vote on the re-election of the directors of the Company, all of whom are retiring at the Annual General Meeting in accordance with corporate governance best practice for FTSE 350 companies as set out in the UK Corporate Governance Code.
Talmai Morgan and Stephen Stonberg, as non-executive, non-independent directors for the purposes of Chapter 15 of the Listing Rules, are also subject to annual re-election under Listing Rule 15.2.13A. This is also the first annual general meeting to be held since Huw Evans was appointed as a director of the Company.
Following the evaluation of the Directors conducted during the year, the Board believes that each Director continues to make an effective and valuable contribution and demonstrates commitment to the role.
All of the retiring directors, being eligible, will stand for re-election as directors. Each director re-elected will hold office until he retires or ceases to be a director in accordance with the Articles of Incorporation, by operation of law or until he resigns.
The biographies of each of the directors are set out below:
Ian Plenderleith is Chairman and non-executive director of the Company. He retired at the end of 2005 after a three-year term as Deputy Governor of the South African Reserve Bank. He served on the Bank's Monetary Policy Committee and was responsible for money, capital and foreign exchange market operations and for international banking relationships. He previously worked for over 35 years at the Bank of England in London, where he was most recently Executive Director responsible for the Bank's financial market operations and a member of the Bank's Monetary Policy Committee. He has also worked at the International Monetary Fund in Washington DC and served on the Board of the European Investment Bank and on various international committees at the Bank for International Settlements. Mr Plenderleith holds an MA from Christ Church, Oxford University, and an MBA from Columbia Business School, New York. Mr Plenderleith is a non-executive director of BMCE Bank International and Europe Arab Bank in London and of Sanlam in South Africa. He is also Chairman of the Governors of Reed's School in Surrey and serves on the Council of the British Museum Friends. Mr Plenderleith has held the role of chairman since 2007.
Huw Evans is a non-executive director of the Company. He is Guernsey resident and qualified as a Chartered Accountant with KPMG (then Peat Marwick Mitchell) in 1982. He subsequently worked for three years in the Corporate Finance department of Schroders before joining Phoenix Securities Limited in 1986. Over the next twelve years he advised a wide range of companies in financial services and other sectors on mergers and acquisitions and more general corporate strategy. Since moving to Guernsey in 2005, he has acted as a professional non-executive Director of Guernsey-based funds. BH Macro Limited is the only listed fund on whose Board he currently sits. He holds an MA in Biochemistry from Cambridge University. Mr Evans was appointed to the Board in 2010.
Anthony Hall is a non-executive director of the Company. He is Guernsey resident and has 50 years experience in the financial services industry. He worked for Barclays Bank between 1955 and 1970 and between 1970 and 1976 he held positions with N.M. Rothschild, Guernsey; Bank of London & Montreal, Nassau; and Italian International Bank (CI) Limited, Guernsey. In 1976 he was appointed as Managing Director of Rea Brothers (Guernsey) Limited and between 1988 and 1995 he served as joint CEO and managing director of Rea Brothers Group Plc. He served as Chairman of Rea Brothers (Guernsey) Limited from 1995 to 1996. He was founder Deputy Chairman of the Guernsey International Banking Association and was Chairman of the Association of Guernsey Banks in 1994. In addition to being a director of the Company, Mr Hall is currently a director of a number of Guernsey based investment funds. Mr Hall was appointed to the Board in 2007.
Christopher Legge is a non-executive director of the Company. He is Guernsey resident and has over 25 years experience in the financial services industry. He qualified in London in 1980 with Pannell Kerr Forster and subsequently moved to Guernsey in 1983 to work for Ernst & Young, progressing from audit manager to Managing Partner in the Channel Islands. Mr Legge retired from Ernst & Young in 2003 and currently holds a number of directorships in the financial sector including, among others Goldman Sachs Dynamic Opportunities Limited, Third Point Offshore Investors Limited and Ashmore Global Opportunities Limited. Mr Legge is an FCA and holds a BA (Hons) in Economics from the University of Manchester. Mr Legge was appointed to the Board in 2007.
Talmai Morgan is a non-executive director of the Company. He is Guernsey resident and qualified as a barrister in 1976. He moved to Guernsey in 1988 where he worked for Barings and then for the Bank of Bermuda as Managing Director of Bermuda Trust (Guernsey) Limited. From January 1999 to June 2004, he was Director of Fiduciary Services and Enforcement at the Guernsey Financial Services Commission (Guernsey's financial regulatory agency) where he was responsible for the design and subsequent implementation of Guernsey's law relating to the regulation of fiduciaries, administration businesses and company directors. He was also involved in the international working groups of the Financial Action Task Force and the Offshore Group of Banking Supervisors. From July 2004 to May 2005, he was Chief Executive of Guernsey Finance which is the official body for the promotion of the Guernsey finance industry. Mr Morgan holds a MA in Economics and Law from Cambridge University. Mr Morgan is Chairman of the Listed Hedge Fund Forum of the Association of Investment Companies. In addition to being a director of the Company, Mr Morgan is a director of a number of listed investment funds including, NB Private Equity Partners Limited, BH Global Limited, Goldman Sachs Dynamic Opportunities Limited, Real Estate Credit Investments Limited, Signet Global Fixed Income Strategies Limited, John Laing Infrastructure Fund Limited, NB Distressed Debt Investment Fund Limited and Sherborne Investors (Guernsey) A Limited. Mr. Morgan was appointed to the Board in 2007.
Stephen Stonberg is a non-executive director of the Company. He is a resident of the United States and a Managing Director of Credit Suisse Asset Management in New York. Prior to January 2011, Mr Stonberg worked for Brevan Howard entities in both London and New York. He joined Brevan Howard Asset Management LLP in London in September 2006 as Head of Business Development and subsequently became a Partner in April 2007. In February 2009 he relocated from London to New York to run North American marketing for Brevan Howard US Asset Management LP. From January to December 2010 he was the CEO of Brevan Howard US LLC, a member of the Financial Industry Regulatory Authority, Inc (FINRA). Prior to joining Brevan Howard, Mr Stonberg worked for JPMorgan (2001-2006) as managing director and Global Head of Strategy and Business Development for the Investment Banking Division (2003- 2006) and as managing director and Head of Credit Derivative Marketing EMEA (2001-2003). Previously, Mr Stonberg worked at Deutsche Bank (1996-2001) as managing director of Global Credit Derivatives. Mr Stonberg holds an MBA from Harvard Business School (1994) and a Bachelor's Degree in Economics from Columbia University (1989). Mr Stonberg is a nonexecutive director of BH Global Limited. Mr Stonberg was appointed to the Board in 2007.
As foreshadowed in the Company's annual audited financial statements for the year ended 31 December 2010, Shareholders are being asked specifically to approve the Directors' Remuneration Report contained in the Company's annual audited financial statements.
Resolution 11: This resolution seeks to increase the aggregate limit on the remuneration payable to the board of directors of the Company specified in the Company's articles of incorporation from £300,000 in aggregate in each financial year to £400,000 in aggregate. The reason for seeking this increase is in order to avoid the Company being arbitrarily restricted in its ability to attract and retain a sufficient number of directors of an appropriate calibre for the Company. The directors believe that the proposed revised aggregate remuneration limit is in line with the Company's peer group. It should be noted that the limit of £300,000 was set before the Board was increased in size from five Directors to six and that there are no current proposals to increase the aggregate remuneration paid to the directors or the remuneration paid to any one of them, although Stephen Stonberg will no longer waive his fee for his services as a director as he is no longer employed by Brevan Howard.
Resolution 12: As part of the Company's discount management arrangements, the Directors are seeking authority to purchase in the market up to 2,160,476 Euro shares, 5,249,472 US dollar shares and 5,494,368 Sterling shares respectively (equivalent to 14.99 per cent. of the shares of each class in issue as at the latest practicable date prior to the date of publication of this document, excluding shares held in treasury) from time to time either for cancellation or to hold as treasury shares for future reissue and resale or transfer.
Purchases will only be made in the market at prices below the prevailing net asset value per share of the relevant class in circumstances in which the Directors believe such purchases will result in an increase in the net asset value per share of the remaining shares (or of a particular class) or as a means of addressing any imbalance between the supply of, and demand for, the shares (or of a particular class).
Resolution 13: This resolution disapplies the pre-emption rights contained in the Articles of Incorporation so that the Board has authority to allot and issue shares for cash on a non-preemptive basis in respect of 1,441,278 Euro shares, 3,501,983 US dollar shares and 3,665,355 Sterling shares respectively (equivalent to 10 per cent. of the shares of each class in issue as at the latest practicable date prior to the date of publication of this document, excluding shares held in treasury, which shares are not subject to pre-emption rights on re-sale). The disapplication expires on the date falling fifteen months after the date of passing of this resolution or the conclusion of the next annual general meeting of the Company, whichever is the earlier. Shares issued pursuant to the disapplication would not be issued at a price that is less than the prevailing net asset value per share of the relevant class.
The resolution to approve disapplication of pre-emption rights is set at 10 per cent. of each class of shares. As the issue of shares by the Company is subject to the additional qualification that the relevant shares must be issued for a price at least equal to the prevailing net asset value for the relevant class of shares, the Board believes that the existing authority to issue new shares equal to 10 per cent. of the existing shares in issue of each class (excluding treasury shares) is appropriate.
_____________________ __________________________________________________________________________
You will find enclosed the Form(s) of Proxy for use at the Annual General Meeting. Whether or not you intend to attend the Annual General Meeting, you are urged to complete and return the Form(s) of Proxy as soon as possible. To be valid, the Form(s) of Proxy must be completed in accordance with the instructions printed on it and lodged with Computershare Investor Services (Jersey) Limited, c/o The Pavilions, Bridgewater Road, Bristol, BS99 6ZY as soon as possible and, in any event, not later than 2.15 p.m. on 18 June 2011 (or such later time as the Directors may determine). The Form(s) of Proxy may be sent to Computershare Investor Services (Jersey) Limited, c/o The Pavilions, Bridgewater Road, Bristol, BS99 6ZY, by fax to +44(0)870 703 6109 or by email to [email protected]. If you own more than one class of shares, you will need to complete and return a Form of Proxy for the Annual General Meeting in respect of each class of shares that you own.
The lodging of the Form(s) of Proxy will not prevent you from attending the Annual General Meeting and voting in person if you so wish. If you have any queries relating to the completion of the Form(s) of Proxy, please contact the Company's administrator, Northern Trust International Fund Administration Services (Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL at the following number + 44(0)1481 745 001. Northern Trust International Fund Administration Services (Guernsey) Limited can only provide information regarding the completion of the Form(s) of Proxy and cannot provide you with investment or tax advice.
Investors owning US dollar shares through an account on Nasdaq Dubai who wish to attend the Annual General Meeting or to exercise the voting rights attached to interests in the US dollar shares held by them through an account on Nasdaq Dubai at the Annual General Meeting should inform their Dubai broker, bank or custodian that is a business partner in the Nasdaq Dubai CSD at least 10 days before the Annual General Meeting, after which they will receive an attendance ticket and proxy card.
A quorum consisting of two shareholders entitled to vote and attending in person or by proxy (or, in the case of a corporation, by a duly appointed representative) is required for the Annual General Meeting.
Resolutions 1 to 10 are proposed as ordinary resolutions, which require a simple majority of the shareholders 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, a simple majority of the total voting rights cast on the relevant resolution (excluding any votes that are withheld) to be in favour.
Resolutions 11 to 13 are proposed as special resolutions, which require not less than 75 per cent. of the shareholders 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 75 per cent. of the total voting rights cast on the relevant resolution (excluding any votes that are withheld) to be in favour.
The Board considers that the proposals and subjects of the Resolutions are in the best interests of shareholders as a whole. Accordingly, the Board unanimously recommends shareholders, as those Directors who own shares in the Company intend to do so in respect of their own beneficial holding, to vote in favour of the Resolutions to be proposed at the Annual General Meeting. You are requested to complete and return the enclosed Form(s) of Proxy without delay, whether or not you intend to attend the Annual General Meeting.
Yours faithfully
Ian Plenderleith Chairman
"Annual General Meeting" means the Annual General Meeting of the Company convened for 2.15 p.m. on 20 June 2011 (or any adjournment thereof), notice of which is set out at the end of this document;
''Articles of Incorporation" means the articles of incorporation of the Company in force from time to time;
"Board" or "Directors" means the board of directors of the Company;
"Company" means BH Macro Limited;
"Form of Proxy" means the form of proxy for use at the Annual General Meeting;
"Listing Rules" means the Listing Rules of the UK Listing Authority;
"Nasdaq Dubai" means Nasdaq Dubai Limited; and
"Resolutions" means the resolutions to be proposed at the Annual General Meeting and contained in the notice of Annual General Meeting.
(Company No. 46235)
NOTICE is hereby given that the Fourth Annual General Meeting of BH Macro Limited (the "Company") will be held at Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL, Channel Islands on 20 June 2011 at 2.15 p.m. to consider and if thought fit, to pass the following resolutions which will be proposed as ordinary, and special resolutions as set out below:
To be proposed as ordinary resolutions:
To be proposed as special resolutions:
c. the maximum price which may be paid for a share of the relevant class is an amount equal to the higher of: (a) 105 per cent. of the average of the middle market quotations for a share of the relevant class on the relevant market for the five business days immediately preceding the date on which the share is purchased; and (b) the higher of (i) the price of the last independent trade for a share of the relevant class and (ii) the highest current independent bid for a share of the relevant class at the time of purchase; and
d. the authority hereby conferred shall expire at the Annual General Meeting of the Company in 2012 unless such authority is varied, revoked or renewed prior to such date by a special resolution of the Company in general meeting.
By order of the Board Registered Office
Northern Trust International Fund Administration Services (Guernsey) Limited Trafalgar Court, Les Banques St Peter Port, Guernsey, GY1 3QL Channel Islands
Dated 18 May 2011
(Company No. 46235)
I/We, [Please insert shareholder name(s) using block capitals. Please note if the shareholder name(s) is not inserted the Form of Proxy cannot be used]____________________________________________________________ of
_________________________________________________________________________________being a member of BH Macro Limited (the "Company"), holding Euro shares/US dollar shares/Sterling shares*
*Delete as appropriate. Please note that a separate Form of Proxy must be executed in respect of each class of shares held.
hereby appoint:
| ________________ (full name) of | |
|---|---|
| _____________ (address) |
or failing him, the Chairman of the Meeting or the Company Secretary as my/our proxy to attend and vote on my/our behalf and if necessary demand a poll at the Fourth Annual General Meeting of the Company to be held at Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL, Channel Islands on 20 June 2011 at 2.15 p.m. and at any adjournment thereof.
IMPORTANT: IF YOU WISH YOUR PROXY TO CAST ALL OF YOUR VOTES FOR OR AGAINST THE RESOLUTION, YOU SHOULD INSERT AN "X" IN THE APPROPRIATE BOX. IF YOU WISH YOUR PROXY TO CAST ONLY CERTAIN VOTES FOR AND CERTAIN VOTES AGAINST, INSERT THE RELEVANT NUMBER OF SHARES IN THE APPROPRIATE BOX.
| Ordinary Resolutions | For | Against | Vote Withheld |
|
|---|---|---|---|---|
| 1. | That the Annual Audited Financial Statements of the Company for the year ended 31 December 2010 be received and considered. |
|||
| 2. | That KPMG Channel Islands Limited be re-elected as auditors of the Company until the conclusion of the next Annual General Meeting. |
|||
| 3. | That the Board of Directors be authorised to determine the remuneration of the auditors. |
|||
| 4. | That Ian Plenderleith be re-elected as a Director of the Company. | |||
| 5. | That Huw Evans be re-elected as a Director of the Company. | |||
| 6. | That Anthony Hall be re-elected as a Director of the Company. | |||
| 7. | That Christopher Legge be re-elected as a Director of the Company. | |||
| 8. | That Talmai Morgan be re-elected as a Director of the Company. | |||
| 9. | That Stephen Stonberg be re-elected as a Director of the Company. | |||
| 10. | That the Directors' Remuneration Report be approved. |
| Special Resolutions | For | Against | Vote Withheld |
||
|---|---|---|---|---|---|
| 11. | That article 21.2 of the Articles of Incorporation of the Company be amended so that the figure of £400,000 is substituted for the figure of £300,000 appearing in that article. |
||||
| 12. | transfer, or cancellation), PROVIDED THAT: | That the Company be and is hereby generally and unconditionally authorised in accordance with the Companies (Guernsey) Law 2008, as amended (the "Law), to make market acquisitions (as defined in the Law) of each class of its shares (either for the retention as treasury shares for further reissue and resale or |
|||
| a. as Sterling shares; |
the maximum number of shares authorised to be purchased shall be 2,160,476 shares designated as Euro shares, 5,249,472 shares designated as US dollar shares and 5,494,368 shares designated |
||||
| b. shares designated as Sterling shares; |
the minimum price (exclusive of expenses) which may be paid for a share shall be 1 cent for shares designated as Euro shares, 1 cent for shares designated as US dollar shares and 1 pence for |
||||
| c. | the maximum price which may be paid for a share of the relevant class is an amount equal to the higher of: (a) 105 per cent. of the average of the middle market quotations for a share of the relevant class on the relevant market for the five business days immediately preceding the date on which the share is purchased; and (b) the higher of (i) the price of the last independent trade for a share of the relevant class and (ii) the highest current independent bid for a share of the relevant class at the time of purchase; and |
||||
| d. | the authority hereby conferred shall expire at the Annual General Meeting of the Company in 2012 unless such authority is varied, revoked or renewed prior to such date by a special resolution of the Company in general meeting. |
||||
| 13. | That, in accordance with Article 43.4 of the Articles of Incorporation, the Directors be empowered to allot and issue 1,441,278 shares designated as Euro shares, 3,501,983 shares designated as US dollar shares and 3,665,355 shares designated as Sterling shares (being 10 per cent. of the shares in issue of each class as at the latest practicable date prior to the date of this notice, excluding shares held in treasury) for cash as if Article 43.1 of the Articles of Incorporation did not apply to the allotment and issue for the period expiring on the date falling fifteen months after the date of passing of this resolution or the conclusion of the next annual general meeting of the Company, whichever is the earlier. |
Signature _______________________________________ Date________________
IN ORDER TO BE VALID AT THIS MEETING THIS FORM OF PROXY MUST BE COMPLETED AND RETURNED TO NICOLA BAIRD BY FAX +44 (0) 870 703 6109 OR E-MAIL: [email protected], POSTING THE ORIGINAL TO: COMPUTERSHARE INVESTOR SERVICES (JERSEY) LIMITED, C/O THE PAVILIONS, BRIDGEWATER ROAD, BRISTOL, BS99 6ZY TO ARRIVE NO LATER THAN 2.15 p.m. ON 18 JUNE 2011.
Please insert your full name(s) and address(es) in BLOCK CAPITALS. In the case of joint holders, the names and addresses of all the joint holders should be stated on this Form of Proxy.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.