Regulatory Filings • Jan 30, 2017
Regulatory Filings
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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 transferred all your Shares in BH Macro Limited, please send this document, together with the accompanying Tender Form(s) and Form(s) of Proxy, to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. The Tender Form(s) and any accompanying documents should not, however, be forwarded or transmitted in or into the United States, Canada, Australia or Japan.
J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove (''J.P. Morgan Cazenove''), which is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Company and no-one else in connection with the Tender Offer, the proposed Structural Changes and the contents of this document and will not be responsible to anyone other than the Company for providing the protections afforded to customers of J.P. Morgan Cazenove or for providing advice in relation to the Tender Offer, the proposed Structural Changes and the contents of this document or any other matter referred to herein. Nothing in this document shall serve to exclude or limit any responsibilities which J.P. Morgan Cazenove may have under FSMA or the regulatory regime established thereunder.
IF YOU DO NOT WISH TO TENDER ANY OF YOUR SHARES DO NOT COMPLETE OR RETURN A TENDER FORM OR SUBMIT A TTE INSTRUCTION. YOU ARE, HOWEVER, STRONGLY ENCOURAGED TO VOTE YOUR SHARES AT THE EXTRAORDINARY GENERAL MEETING AND THE CLASS MEETINGS REGARDLESS OF WHETHER YOU WISH TO TENDER ANY SHARES.
(an authorised closed-ended collective investment scheme authorised by the Guernsey Financial Services Commission and established as a non-cellular company limited by shares incorporated under the laws of the Island of Guernsey with registration number 46235)
Notice of Extraordinary General Meeting and Notices of Class Meetings
Notice of an Extraordinary General Meeting of the Company to be held at 11:30 a.m. on 24 February 2017 at the offices of Northern Trust International Fund Administration (Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL is set out at the end of this document. Notices of Class Meetings in respect of each of the Euro, Sterling and US Dollar share classes of the Company to be held from 11:40 a.m. on 24 February 2017 at the offices of Northern Trust International Fund Administration (Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL are also set out at the end of this document.
Shareholders are requested to return the Forms of Proxy accompanying this document for use at the Extraordinary General Meeting and Class Meetings. To be valid, the Forms of Proxy must be completed and returned in accordance with the instructions printed thereon so as to be received by Computershare Investor Services (Guernsey) Ltd, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible and, in any event, not later than 11:30 a.m. on 22 February 2017. The Form(s) of Proxy may also be sent to Computershare Investor Services (Guernsey) Ltd either by fax at +44(0)370 703 6322 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 Extraordinary General Meeting in respect of each class of Shares that you own.
The Tender Offer will close at 5 p.m. on 22 February 2017 and will only be available to Eligible Shareholders on the Register at the close of business on the Record Date.
Eligible Shareholders who hold their Shares in certificated form and who wish to tender Shares for purchase by the Company under the Tender Offer should ensure that their completed Tender Forms are returned to the Receiving Agent by post to Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH or by hand (during normal business hours only) to The Pavilions, Bridgwater Road, Bristol BS13 8AE, so as to be received by no later than 5 p.m. on 22 February 2017. Eligible Shareholders who hold their Shares in certificated form should also return their share certificate(s) and/or other document(s) of title in respect of the Shares tendered.
Eligible Shareholders who hold Shares in uncertificated form (that is, in CREST) should not return the Tender Form and should arrange for the Shares tendered to be transferred into escrow as described in paragraph 4 of Part IV of this document.
Eligible Shareholders who own US Dollar Shares through an account on Nasdaq Dubai and who wish to participate in the Tender Offer should inform their Dubai brokerage house or custodian that is a business partner in the Nasdaq Dubai CSD (the ''Business Partner'') so as to ensure that the relevant settlement instruction is submitted to the Receiving Agent by no later than 5 p.m. on 22 February 2017. Overseas Shareholders should also note the provisions of paragraph 11 of Part IV of this document. In addition, such persons who wish to attend the Extraordinary General Meeting and/or the US Dollar Share Class Meeting or to exercise the voting rights attached to interests in Shares held by them at the Extraordinary General Meeting and/or the US Dollar Share Class Meeting should inform their Business Partner at least 10 full days before the Extraordinary General Meeting and the US Dollar Share Class Meeting, after which they will receive the applicable attendance ticket and proxy card.
The Tender Offer is not being made directly or indirectly in or into or by use of mails or by any means or instrumentality (including, without limitation, facsimile transmission, telex and telephone) of interstate or foreign commerce, or any facility of a national securities exchange, of the United States, nor is it being made directly or indirectly in or into Canada, Australia or Japan and cannot be accepted by any such use, means, instrumentality or facility or from within the United States, Canada, Australia or Japan.
Your attention is drawn to the letter from the Chairman of BH Macro Limited which is set out in Part 1 of this document and which recommends that you vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting. Your attention is also drawn to the section entitled ''Risk Factors'' on page 32 of this document and ''Action to be Taken'' on page 12 of this document.
| * Expected Timetable |
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|---|---|
| * Documents Accompanying this Circular |
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| * Part I – Letter from the Chairman |
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| * Part II – Proposed changes to the Articles of Incorporation |
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| * Part III – Letter from J.P. Morgan Cazenove |
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| * Part IV – Tender Offer Terms and Conditions |
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| * Part V – Risk Factors |
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| * Part VI – Taxation in the United Kingdom and Guernsey |
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| * Part VII – Additional Information |
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| * Definitions |
| Latest time and date for receipt of Forms of Proxy for the Extraordinary General Meeting and Class Meetings |
11:30 a.m. on 22 February 2017 |
|---|---|
| Latest time and date for settlement of Shares held in CREST into escrow |
3 p.m. on 22 February 2017 |
| Latest time and date for receipt of Tender Forms | 5 p.m. on 22 February 2017 |
| Record Date for Tender Offer | the close of business on 22 February 2017 |
| Extraordinary General Meeting | 11:30 a.m. on 24 February 2017 |
| Euro Share Class Meeting | From 11:40 a.m. on 24 February 2017 |
| Sterling Share Class Meeting | From 11:45 a.m. on 24 February 2017 |
| US Dollar Share Class Meeting | From 11:50 a.m. on 24 February 2017 |
| Results of Extraordinary General Meeting and Class Meetings announced |
24 February 2017 |
| Results of Tender Offer announced | 24 February 2017 |
| NAV Determination Date (being the date of the NAVs on which the Tender Price is based) |
31 March 2017 |
| Final Tender Price for each class of Share and repurchase date for successfully tendered Shares announced |
First week of May 2017 |
| Settlement through CREST of, and despatch of cheques for, the Tender Offer consideration, as appropriate |
by 12 May 2017 |
The dates set out in the expected timetable may be adjusted by J.P. Morgan Cazenove, with the consent of the Board, in which event details of the new dates will be notified to Shareholders via an announcement made by the Company through a Regulatory Information Service.
Accompanying this document are Forms of Proxy and a Tender Form for each class of Shares of the Company that you hold.
IF YOU DO NOT WISH TO TENDER ANY OF YOUR SHARES, DO NOT COMPLETE OR RETURN THE TENDER FORM(S) OR SUBMIT A TTE INSTRUCTION IN CREST.
YOU SHOULD READ THE WHOLE OF THIS DOCUMENT, WHICH CONTAINS THE MATERIAL TERMS OF THE TENDER OFFER, AND NOT JUST THIS SECTION WHEN DECIDING WHAT ACTION TO TAKE.
YOU ARE ENTITLED AND STRONGLY ENCOURAGED TO VOTE YOUR SHARES IN FAVOUR OF THE RESOLUTIONS TO BE PROPOSED AT THE EXTRAORDINARY GENERAL MEETING AND THE CLASS MEETINGS REGARDLESS OF WHETHER YOU WISH TO TENDER ANY SHARES.
Complete and return the Forms of Proxy for the Extraordinary General Meeting and relevant Class Meetings to Computershare Investor Services (Guernsey) Limited, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible and, in any event, by no later than 11:30 a.m. on 22 February 2017 and/or attend and vote at the Extraordinary General Meeting and relevant Class Meeting on 24 February 2017.
Complete and return the Euro, Sterling or US Dollar Tender Form, as applicable, to the Receiving Agent at Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH or by hand (during normal business hours only) to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE, as soon as possible and, in any event, by no later than 5 p.m. on 22 February 2017.
You should send (or, if you are a CREST sponsored member, procure that your CREST sponsor sends) a TTE Instruction to Euroclear, which must be properly authenticated in accordance with Euroclear's specification and which must contain, in addition to other information that is required for the TTE Instruction to settle in CREST, the following details:
Eligible Shareholders who own US Dollar Shares through an account on Nasdaq Dubai and who wish to participate in the Tender Offer should inform their Business Partner so as to ensure that the relevant settlement instruction is submitted by the Business Partner to the Receiving Agent by no later than 5 p.m. on 22 February 2017. In addition, such persons who wish to attend the Extraordinary General Meeting and/or the US Dollar Share Class Meeting or to exercise the voting rights attached to interests in Shares held by them at the Extraordinary General Meeting and/or the US Dollar Share Class Meeting should inform their Business Partner at least 10 full days before the Extraordinary General Meeting and the US Dollar Share Class Meeting, as appropriate, after which they will receive the applicable attendance ticket and proxy card.
Full details of the action to be taken are set out in this document and in the instructions on the respective forms.
The attention of Overseas Shareholders is drawn to the section headed ''Overseas Shareholders'' in paragraph 11 of Part IV of this document.
If you have any queries in relation to your shareholding(s), please contact Computershare Investor Services PLC by telephone on 0370 707 4040 or, if calling from outside the UK, on +44 370 707 4040. Computershare Investor Services PLC can only provide information regarding the completion of forms and cannot provide you with advice on the Tender Offer or provide any personal, legal, financial or tax advice.
IF YOU DO NOT WISH TO TENDER ANY OF YOUR SHARES DO NOT COMPLETE OR RETURN A TENDER FORM OR SUBMIT A TTE INSTRUCTION. YOU ARE, HOWEVER, STRONGLY ENCOURAGED TO VOTE YOUR SHARES AT THE EXTRAORDINARY GENERAL MEETING AND THE CLASS MEETINGS REGARDLESS OF WHETHER YOU WISH TO TENDER ANY SHARES.
(an authorised closed-ended collective investment scheme authorised by the Guernsey Financial Services Commission and established as a non-cellular company limited by shares incorporated under the laws of the Island of Guernsey with registration number 46235)
Ian Plenderleith (Chairman) Huw Evans John Le Poidevin Colin Maltby Claire Whittet
Directors: Registered office: PO Box 255 Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL
27 January 2017
Dear Shareholder,
On 29 November 2016, the Company announced, following discussions with Brevan Howard Capital Management L.P. (the ''Manager''):
The Board believes that these proposals allow Shareholders who wish to realise all or some of their investment in the Company an opportunity to do so, while providing Shareholders who wish to remain invested in the Company with the benefit of enhanced terms. The Board is confident that there is significant demand for the Company to continue as a means of obtaining access to the investment performance of Brevan Howard Master Fund Limited (the ''Master Fund'') through a listed vehicle.
Shareholders should note that although it is being made in respect of all of the Company's issued Share capital, completion of the Tender Offer is conditional on valid tenders being received in respect of no more than 66.667 per cent. of the Company's shares in issue on the basis of their prevailing net asset value, or such greater percentage of the Company's issued share capital on the basis of their prevailing net asset value, being no more than 75 per cent., as the Company and the Manager may agree following receipt of all tenders (such percentage amount, the ''Tender Limit''). If the Tender Limit is exceeded then the Tender Offer shall not proceed and the proposed Structural Changes will not be implemented and, instead, the Company will put forward proposals for the liquidation of the Company.
In the event that valid tenders are received in respect of Shares representing more than 66.667 per cent., but not more than 75 per cent., of the Shares in issue on the basis of their prevailing net asset value, then the precise Tender Limit will be agreed between the Company and the Manager to arrive at a figure which ensures that the Company remains a viable investment proposition for those Shareholders who elect not to tender all of their Shares.
This document sets out the terms of the Tender Offer and the proposed Structural Changes. The Company's board of directors (the ''Board'') believes that the Tender Offer provides the ability for those Shareholders who wish to realise some or all of their investment in the Company to do so on an attractive basis while the proposed Structural Changes provide those Shareholders who wish to remain invested in the Company the benefit of improved terms. The Board is especially grateful to the Manager for its constructive help and assistance in formulating these proposals.
Implementation of both the Tender Offer and the proposed Structural Changes are conditional on the approval of the Company's shareholders. This document also includes notice of an extraordinary general meeting of the Company to 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 24 February 2017 at 11:30 a.m. (the ''Extraordinary General Meeting'') and notices of class meetings of each of the holders of the Euro Shares, the Sterling Shares and the US Dollar Shares (the ''Class Meetings'') to 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 24 February 2017 immediately following conclusion of the Extraordinary General Meeting. The resolutions to be proposed at the Extraordinary General Meeting and the Class Meetings (the ''Resolutions'') are contained in the notices of such meetings.
The Tender Offer is also conditional on Shareholders approving the Structural Changes at the Extraordinary General Meeting and Class Meetings. Therefore all Shareholders are strongly encouraged to vote in favour of the Structural Changes, even if they intend to tender their Shares in the Tender Offer.
Eligible Shareholders may tender all or any part of their holding of Shares of any class of the Company's issued Share capital for purchase at a price equal to 96 per cent. of the net asset value per Share of the relevant class as at 31 March 2017 (the ''Tender Price'').
The Tender Price is based on the Company's best estimate of its liquidation value (excluding the expenses of liquidation).
The principal costs to the Company on liquidation (excluding expenses) in the event that the Tender Limit is exceeded will be the payments due to the Manager under the Management Agreement. In addition to accrued fees that are already taken into account in calculating the Company's net asset value, in the case of termination (or deemed termination) of the Management Agreement on less than 24 months' notice by the Company other than for cause, the Company would be required to make a payment to the Manager in respect of 24 months' management fees based on the most recent net asset value of the Company. The management fee is currently payable at a rate of one-twelfth of two per cent. per month of the net asset value of each class of Shares, meaning that a payment in respect of 24 months' worth of management fees is equivalent to four per cent. of net asset value.
The Tender Offer is not subject to any minimum acceptance criteria and, other than in respect of the Tender Limit, which applies to the prevailing Net Asset Value of all the Shares tendered, there is no specific limit on the number of Shares of any class that may be tendered pursuant to the Tender Offer. The Tender Limit will be calculated and applied on the basis of the prevailing net asset value of all Shares of the Company in issue of whatever class, and not on a class-by-class basis.
The process for tendering Shares and the terms and conditions of the Tender Offer are set out in Parts III and IV of this document.
The consideration payable under the Tender Offer will be funded by the redemption by the Company of a proportionate amount of its underlying investment in the Master Fund with effect on 31 March 2017. The proceeds of this redemption should be received by the Company, and payments made in respect of validly tendered Shares, in May 2017. The Tender Offer consideration will be made in the same currency as the class of Shares tendered. Entitlements to a fraction of a penny or cent will be rounded down to the nearest whole penny or cent, as appropriate.
In the event that the Tender Offer completes, an amount equal to two per cent. of net asset value of the Shares tendered will be paid by the Company to the Manager instead of the four per cent. of net asset value that would be payable if the Company served notice of termination of the Management Agreement on less than 24 months' notice.
The remaining costs of the Tender Offer will be financed by the Company from the remaining two per cent. of the net asset value of the validly tendered Shares. Depending on the precise number of Shares that are validly tendered, this should result in continuing Shareholders receiving an uplift in net asset value following completion of the Tender Offer and, in any event, will ensure that continuing Shareholders are not unduly prejudiced should they choose not to participate in the Tender Offer.
The Tender Offer is subject to certain conditions which are set out in Part IV of this document. In addition, the Tender Offer may be suspended or terminated in certain circumstances, as set out in paragraphs 2 of Part IV of this document. In particular, the Tender Offer is conditional on (a) valid tenders received pursuant to the Tender Offer not exceeding the Tender Limit; (b) the approval of Shareholders being obtained for the Tender Offer at the Extraordinary General Meeting; and (c) the approval of Shareholders being obtained for the Structural Changes at the Extraordinary General Meeting and at the Class Meetings.
If, following completion of the Tender Offer, any of the Company's Share classes has a net asset value below US\$25 million (or its equivalent in the relevant currency), the class will be closed and the remaining Shares of that class will be converted into Shares of whichever class is largest following completion of the Tender Offer (which is expected will be the Sterling class). In these circumstances, the Company will request the cancellation of the listing of the Shares of the class that is closed and Shareholders will no longer be able to request conversion of Shares of other classes into that class.
The Tender Offer is not available to certain Overseas Shareholders. The attention of Overseas Shareholders is drawn to paragraph 11 of Part IV of this document.
In the event that valid tenders are received under the Tender Offer in excess of the Tender Limit, the Tender Offer will not proceed and the Company will instead put forward proposals for the liquidation of the Company.
The liquidation of the Company will require approval by special resolution of Shareholders (a ''Liquidation Resolution'') and, if required, the Company will send Shareholders a separate circular including the probable terms of the liquidation and containing a notice convening an extraordinary general meeting of the Company to vote on a Liquidation Resolution.
Shareholders should, however, note that:
Shareholders should also note that if the Tender Offer does not proceed because the Resolutions being proposed at the Extraordinary General Meeting and the Class Meetings to approve the Tender Offer and Structural Changes are not passed, the Company will not be required to propose a resolution for the winding up of the Company.
Shareholders should note that implementation of the following Structural Changes is conditional on the Tender Offer completing as well as being conditional on the passing of
Assuming that the Tender Offer completes and that Shareholders approve each of the Resolutions, the Company and the Manager have agreed to make the following changes to the fees payable under the Management Agreement and the terms of the Company's investment in the Master Fund with effect from 1 April 2017:
In addition, the class closure vote and annual partial capital return provisions contained in the Articles will be disapplied in respect of the years ending 31 December 2016, 2017 and 2018.
If, in the period from 1 January 2018 to 31 December 2018, any class of Shares trades at an average discount at or in excess of eight per cent. of the monthly net asset value for that class over that period, the Company will propose a vote of the relevant class to discontinue that class (the ''Class Discontinuation Vote''). Any such Class Discontinuation Vote would be held on or prior to 28 February 2019.
If a Class Discontinuation Vote is passed by three-quarters of the votes cast on the resolution, holders of Shares of the relevant class would be able to opt to receive:
In the event that any Class Discontinuation Vote is passed by the requisite majority, any redemptions of the Company's investment in the Master Fund necessary to finance purchases from Shareholders of Shares in the relevant class will occur on or after 1 April 2019, and will therefore not be subject to the 10 per cent. redemption fee applicable during the period from 1 April 2017 to 31 March 2019.
If a Class Discontinuation Vote is held and passed in respect of each class of the Company's Shares then in issue, the Company will put forward proposals for the Company to be liquidated. If Shares of a class remain in issue following the passing of a Class Discontinuation Vote, the Company may continue that class if it remains viable or convert the Shares of the relevant class into Shares of the largest then remaining class.
Conditional on completion of the Tender Offer and approval by Shareholders of the Structural Changes, the Company and the Manager have agreed to make the following changes to the Management Agreement and the terms of the Company's investment in the Master Fund with effect from 1 April 2019:
In addition, the Company's existing class closure provisions and annual partial capital return will be reinstated and applicable in respect of the twelve month period ending on 31 December 2019 and thereafter, except that the relevant trigger for the class closure provisions will be an eight per cent. discount to the net asset value of the relevant class of shares over the relevant period, instead of the existing ten per cent. threshold.
The Company and the Manager have entered into an amendment to the Management Agreement to implement the specific changes to the Management Agreement described above which is conditional on the Tender Offer proceeding and the Resolutions being passed. If the Tender Offer does not proceed and the Resolutions are not passed, neither the amendment to the Management Agreement nor the other proposed Structural Changes will become effective.
Completion of the Tender Offer is conditional on approval by Shareholders of the Structural Changes.
Notwithstanding the proposals described in this document, there is no guarantee that, following the Tender Offer, the Company will make any purchases of its own Shares or that any Class Discontinuation Vote or other class closure resolution will be held. Accordingly, Shareholders should not expect that they will necessarily be able to realise, within a period which they would otherwise regard as reasonable, their investment in the Company, nor can they be certain that they will be able to realise their investment on a basis that necessarily reflects the value of the Company's investment in the Master Fund.
Eligible Shareholders who sell Shares in the Tender Offer may, depending on their individual circumstances, incur a liability to taxation. The attention of Eligible Shareholders is drawn to Part VI of this document which sets out a general guide to certain aspects of current law and tax authority practice in respect of UK and Guernsey taxation.
Shareholders who are in any doubt as to their tax position or who are subject to tax in a jurisdiction other than the United Kingdom or Guernsey should consult an appropriate professional adviser.
The implementation of the Tender Offer and Structural Changes together require the approval of Shareholders at the Extraordinary General Meeting and the approval of the holders of each class of Shares at the Class Meetings.
Both Resolutions to be proposed at the Extraordinary General Meeting are special resolutions, which require not less than seventy five per cent. of the members 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. In order to be effective in respect of each class of Shares, Resolution 2 to be proposed at the Extraordinary General Meeting must also be approved at the Class Meetings.
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 Extraordinary General Meeting.
The Resolution to be proposed at each Class Meeting is an ordinary resolution, which requires a simple majority of the members of that class of Shares and duly appointed proxies attending the relevant Class 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 majority of the total voting rights of the class cast on the resolution (excluding any votes that are withheld) to be in favour. In order for the resolution to be effective for any class of share, Resolution 2 proposed at the Extraordinary General Meeting must also be approved by Shareholders as a whole.
The quorum for each Class Meeting (other than an adjourned meeting) is two persons holding or representing by proxy at least one-third of the issued Shares of the relevant Share class.
The Company has not suspended the ability for Shareholders to convert their Shares from one class to another in respect of the January and February 2017 share conversion dates. However, Shareholders should note that Shares submitted for conversion on the February 2017 share conversion date may not be tendered in the Tender Offer nor may Shares tendered in the Tender Offer be submitted for conversion on the February 2017 share conversion date. Shareholders should also note that conversion of any Shares submitted for conversion on the January 2017 conversion date may not be completed in time for those Shares to be tendered under the Tender Offer.
You will find enclosed Forms of Proxy for use at the Extraordinary General Meeting and the relevant Class Meetings. If you own more than one class of Shares, you will need to complete a Form of Proxy for the Extraordinary General Meeting in respect of each class of Shares that you own. Whether or not you intend to attend the Extraordinary General Meeting and the relevant Class Meetings, you are urged to complete and return the Form(s) of Proxy as soon as possible. To be valid, the Forms of Proxy must be completed in accordance with the instructions printed thereon and lodged with Computershare Investor Services (Guernsey) Ltd, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY, as soon as possible, but in any event not later than 11:30 a.m. on 22 February 2017. Forms of Proxy may also be sent by fax to +44(0) 370 703 6322 or by email to [email protected].
The lodging of a Form of Proxy will not prevent you from attending the Extraordinary General Meeting or relevant Class 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 Receiving Agent at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY. The Receiving Agent can only provide information regarding the completion of the Form(s) of Proxy and cannot provide you with advice on the Tender Offer or provide any personal, legal, financial, legal or tax advice.
Eligible Shareholders who own US Dollar Shares through an account on Nasdaq Dubai who wish to attend the Extraordinary General Meeting or the US Dollar Share Class Meeting or to exercise the voting rights attached to interests in Shares held by them at the Extraordinary General Meeting or the US Dollar Share Class Meeting should inform their Business Partner at least 10 full days before the Extraordinary General Meeting and US Dollar Share Class Meeting, as appropriate, after which they will receive the applicable attendance ticket and proxy card.
Each Class Meeting will be quorate only if holders of at least one-third of the issued Shares of the relevant class are present at the relevant Class Meeting in person or by proxy. If a Class Meeting is adjourned by reason of lack of quorum, the quorum at the adjourned Class Meeting shall be the members of the relevant class present in person or by proxy. Therefore, it is particularly important that you return your Form of Proxy for the relevant Class Meeting(s).
Shareholders who wish to maintain their current shareholding in the Company should not complete or return a Tender Form or submit a TTE Instruction in CREST.
Only those Eligible Shareholders who wish to tender Shares and who hold their Shares in certificated form should complete and return a Tender Form. Those Eligible Shareholders who hold their Shares in uncertificated form do not need to complete or return a Tender Form.
Eligible Shareholders who wish to participate in the Tender Offer and hold their Shares in certificated form should complete the applicable Tender Form in accordance with the instructions set out therein and return the completed Tender Form to the Receiving Agent at Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH or by hand (during normal business hours) to The Pavilions, Bridgwater Road, Bristol BS13 8AE, to arrive as soon as possible and, in any event, by no later than 5 p.m. on 22 February 2017. There are different Tender Forms to use for each class of Shares being tendered, as stated on the front page of the Tender Forms. Please ensure that you use the correct Tender Form for the class of Shares you wish to tender.
Eligible Shareholders who wish to participate in the Tender Offer and hold their Shares in certificated form should also return their share certificate(s) and/or other document(s) of title in respect of the Shares tendered with their Tender Form.
Eligible Shareholders who wish to tender Shares and hold their Shares in uncertificated form (that is, in CREST) should arrange for the relevant Shares to be transferred to escrow by means of a TTE Instruction as described in paragraph 4.2 of Part IV of this document.
Eligible Shareholders who own US Dollar Shares through an account on Nasdaq Dubai and who wish to participate in the Tender Offer should inform their Business Partner so as to ensure that the relevant settlement instruction is submitted by the Business Partner to the Receiving Agent by no later than 3 p.m. on 22 February 2017.
The Board considers that the Resolutions are in the best interests of Shareholders as a whole.
Accordingly, the Board unanimously recommends Shareholders, as those Directors who own Shares intend to do so in respect of their own beneficial holdings, to vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting and the Class Meetings.
The Board makes no recommendation to Eligible Shareholders as to whether or not they should tender their Shares in the Tender Offer. Whether or not Eligible Shareholders decide to tender their Shares will depend, among other factors, on their view of the Company's prospects and their own individual circumstances, including their tax position.
There is currently one Director who owns Shares. They do not intend to tender any of those Shares in the Tender Offer.
You are requested to complete and return the enclosed Forms of Proxy without delay, whether or not you intend to attend the Extraordinary General Meeting or the relevant Class Meeting(s).
Yours faithfully
Ian Plenderleith Chairman
The following changes are proposed to be made to the Articles in order to implement the proposed Structural Changes:
the Directors shall be required to convene a separate extraordinary general meeting of the holders of shares of the Relevant Class (a ''Class Discontinuation Meeting'') prior to 28 February 2019 at which will be proposed a Special Resolution (a ''Class Discontinuation Resolution'') which, if approved, shall require the Company to offer the holders of shares of the Relevant Class the options set out in Article 55.2 or, in the alternative and conditional upon a Class Discontinuation Resolution being approved by each class of shares then in issue in respect of the Relevant Period, to approve the winding-up of the Company.
55.2.2 the ability for each holder of shares of the Relevant Class to offer all or some of its shares for redemption by the Company at a price equal to the sum of (a) 50 per cent. of the net asset value per Share of the Relevant Class as at 31 March 2019 payable as soon as practicable following that date and (b) 50 per cent. of the net asset value per Share of the Relevant Class as at 30 June 2019 less, to the extent not already reflected in the Net Asset Value for the relevant class of Shares, the costs and expenses incurred by the Company in relation to or arising from holding the Class Discontinuation Resolution for the relevant class of Shares or implementing other class closure arrangements or other outstanding costs and expenses of the Company attributable to the relevant class (including any redemption fees or penalties that may be imposed), payable as soon as practicable following that date; or
55.2.3 the ability for each holder of shares of the Relevant Class to convert all or some of its shares (subject to the limitations imposed by Article 45.10) into shares of another class of the Company (but not into any class in which a Class Discontinuation Resolution has been passed or the requirement to hold a Class Discontinuation Meeting has been triggered but the relevant Class Discontinuation Resolution has not yet been voted on by the holders of shares of the relevant class) in accordance with the procedures set out in Article 45 as modified by Article 55.5; or
winding up the Company and the Directors shall take all necessary steps to effect a winding-up of the Company.
55.10 The provisions of each of Article 50 (''Class Closure'') and Articles 51.1 to 51.8 (''Annual Redemption Offer'') shall not apply in respect of the calendar years ending on 31 December 2016, 31 December 2017 and 31 December 2018.''
25 Bank Street Canary Wharf London E14 5JP
27 January 2017
To Shareholders of BH Macro Limited
Dear Sir or Madam,
As explained in the letter from your Chairman in Part I of this document, Eligible Shareholders are being given the opportunity to tender some or all of their Shares for purchase in the Tender Offer The purpose of this letter is to set out the principal terms and conditions of the Tender Offer.
J.P. Morgan Cazenove hereby invites Eligible Shareholders to tender Shares for purchase by J.P. Morgan Cazenove for cash. Eligible Shareholders may choose to tender their Shares for repurchase at a price equivalent to a four per cent. discount to the net asset value for the relevant class of Shares as at 31 March 2017.
The Tender Offer is being made on the terms and subject to the conditions set out in Part IV of this document.
The Tender Offer will be implemented only if the requisite approval of Shareholders is obtained in respect of the Resolutions to be proposed at the Extraordinary General Meeting and the Class Meetings and valid tenders are received for no more than the Tender Limit.
J.P. Morgan Cazenove, which is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Company and no-one else in connection with the Tender Offer, the proposed Structural Changes and the contents of this document and will not be responsible to anyone other than the Company for providing the protections afforded to customers of J.P. Morgan Cazenove or for providing advice in relation to the Tender Offer, the Proposed Structural Changes and the contents of this document or any other matter referred to herein. Nothing in this paragraph shall serve to exclude or limit any responsibilities which J.P. Morgan Cazenove may have under FSMA or the regulatory regime established thereunder.
The Company has agreed to purchase the Shares purchased by J.P. Morgan Cazenove under the Tender Offer at the Tender Price pursuant to the Repurchase Agreement.
Eligible Shareholders who wish to tender Shares and hold their Shares in certificated form should complete the applicable Tender Form for the relevant class in accordance with the instructions set out therein and return the completed Tender Form to the Receiving Agent at Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH or by hand (during normal business hours) to The Pavilions, Bridgwater Road, Bristol BS13 8AE, so as to be received as soon as possible and, in any event, not later than 5 p.m. on 22 February 2017. Eligible Shareholders should at the same time return the share certificate(s) and/or other document(s) of title in respect of any Shares tendered which are in certificated form.
Eligible Shareholders who wish to tender Shares and who hold their Shares in uncertificated form (that is, in CREST) should arrange for their Shares to be transferred into escrow as described in paragraph 4.2 of Part IV of this document.
Only those Eligible Shareholders who hold their Shares in certificated form should complete and return a Tender Form. Those Eligible Shareholders who hold their Shares in uncertificated form do not need to complete or return a Tender Form.
Eligible Shareholders who own US Dollar Shares through an account on Nasdaq Dubai and who wish to participate in the Tender Offer should inform their Business Partner so as to ensure that the relevant settlement instruction is submitted by the Business Partner to the Receiving Agent by no later than 3 p.m. on 22 February 2017. See Part IV of this document for further details.
Further details of the procedure for tendering Shares are set out in paragraph 4 of Part IV of this document and, in the case of certificated Shares, in the Tender Form.
Tender Forms or TTE Instructions which are received by the Receiving Agent after 5.00 p.m. on the Closing Date or which at that time are incorrectly completed or not accompanied by all relevant documents or instructions may be rejected and, if relevant, returned to Eligible Shareholders or their appointed agent, together with any accompanying share certificate(s) and/or other document(s) of title.
J.P. Morgan Cazenove reserves the right to treat as valid Tender Forms or TTE Instructions which are not entirely in order and, in the case of Tender Forms, which are not accompanied by the relevant share certificate(s) and/or other document(s) of title or a satisfactory indemnity in lieu thereof.
The making of the Tender Offer to persons outside the United Kingdom may be prohibited or affected by the relevant laws of the overseas jurisdiction. Shareholders with registered or mailing addresses outside the United Kingdom or who are citizens or nationals of, or resident in, a jurisdiction other than the United Kingdom should read paragraph 11 of Part IV of this document.
The Tender Offer is conditional on the passing of the Resolutions set out in the notice of Extraordinary General Meeting and the Class Meetings at the end of this document on 24 February 2017 or such later date as the Company and J.P. Morgan Cazenove may determine. The Tender Offer is also conditional on the other matters described in paragraph 2.1 of Part IV of this document.
If, in the Board's opinion, it is impractical or inappropriate, as a result of market conditions, to dispose of investments held by the Company or otherwise to raise finance to enable it to fund the repurchase of each of the Shares as are to be repurchased by it pursuant to the Repurchase Agreement without materially harming the interests of Shareholders as a whole or if the completion of the Tender Offer would have unexpected adverse fiscal consequences for the Company or its Shareholders, the Tender Offer may be terminated or its closing deferred by up to 10 Business Days. If the closing of the Tender Offer is deferred to a subsequent date and such circumstances continue to exist at that subsequent date, the Tender Offer will lapse on that date as described in paragraph 2 of Part IV of this document.
Further, the Tender Offer will not complete if valid acceptances are received in respect of Shares representing more than the Tender Limit.
Subject to the Tender Offer becoming unconditional, payment of the Tender Price due to Eligible Shareholders whose tenders under the Tender Offer have been accepted will be made (by cheque or payment through CREST as appropriate) by 12 May 2017 or as soon as practicable thereafter, as described in paragraph 5 of Part IV of this document. Payments of the Tender Price will be made in the same currency as the class of Shares being acquired by J.P. Morgan Cazenove.
Your attention is drawn to the information contained in the rest of this document, including, in particular, the terms and conditions of the Tender Offer in Part IV of this document.
Yours faithfully,
J.P. Morgan Cazenove will not purchase any Shares pursuant to the Tender Offer unless the Conditions have been satisfied in full. The Conditions, other than 2.1(c) and (f), may not be waived by J.P. Morgan Cazenove. If the Conditions are not satisfied prior to the close of business on 12 May 2017, the Company may postpone the completion of the Tender Offer for up to 10 Business Days, after which time the Tender Offer, if not then completed, will lapse.
2.2 If the Company (acting through the Directors) at any time prior to J.P. Morgan Cazenove effecting the purchase as principal of the tendered Shares pursuant to the Tender Offer notifies J.P. Morgan Cazenove in writing that in its reasonable opinion either: (i) it has become impractical or inappropriate for the Company to redeem its investment in the Master Fund or otherwise to raise finance to enable it to fund the repurchase of such of the Shares as are to be repurchased by it pursuant to the Repurchase Agreement without materially harming the interests of Shareholders as a whole; or (ii) the completion of the purchase of Shares under the Tender Offer would have unexpected adverse fiscal consequences (whether by reason of a change in legislation or practice or otherwise) for the Company or its Shareholders if the Tender Offer were to proceed, the Company may either exercise its powers to terminate the Tender Offer in accordance with paragraph 10 of this Part IV or may postpone the NAV Determination Date or the completion of the Tender Offer for up to 10 Business Days, after which the Tender Offer, if not then completed by reason of the postponement circumstances continuing, will lapse.
The Tender Price for each class of Shares will be calculated as follows:
If you hold Shares in certificated form, you may only tender such Shares by completing and returning the Tender Form for the relevant class of Shares in accordance with the procedure set out in paragraph 4.1 below. Additional Tender Forms are available from the Receiving Agent by telephone on 0370 707 4040 or, if calling from outside the UK, on +44 370 707 4040.
If you hold Shares in uncertificated form (that is, in CREST), you may only tender such Shares by TTE Instruction in accordance with the procedure set out in paragraph 4.2 below and, if those Shares are held under different account IDs, you should send a separate TTE Instruction for each Member Account ID.
If you are in any doubt as to how to complete the Tender Form or as to the procedure for tendering Shares, please contact the Receiving Agent by telephone on 0370 707 4040 or, if calling from outside the UK, on +44 370 707 4040. Please note that calls will be monitored or recorded. The Receiving Agent will not provide advice on the Tender Offer or provide any personal, legal, financial or tax advice. You are reminded that, if you are a CREST sponsored member, you should contact your CREST sponsor before taking any action.
To tender your Shares held in certificated form you must complete, sign and have witnessed the Tender Form for the relevant class of Shares.
The completed, signed and witnessed Tender Form should be sent either by post in the accompanying reply-paid envelope (for use in the UK only) along with the relevant share certificate(s) and/or other document(s) of title or by hand (during normal business hours only) to the Receiving Agent at Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH or by hand (during normal business hours) to The Pavilions, Bridgwater Road, Bristol BS13 8AE, as soon as possible and, in any event, so as to be received by no later than 5 p.m. on 22 February 2017. J.P. Morgan Cazenove shall be entitled (in its sole discretion) to accept late Tender Forms. No acknowledgement of receipt of documents will be given.
The completed and signed Tender Form should be accompanied by the relevant share certificate(s) and/or other document(s) of title.
If your share certificate(s) and/or other document(s) of title are not readily available (for example, if they are with your stockbroker, bank or other agent) or are lost, the Tender Form should nevertheless be completed, signed and returned as described above so as to be received by the Receiving Agent at Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH or by hand (during normal business hours) to The Pavilions, Bridgwater Road, Bristol BS13 8AE, not later than 5 p.m. on 22 February 2017, together with any share certificate(s) and/or document(s) of title you may have available, accompanied by a letter of explanation stating that the (remaining) share certificate(s) and/ or other document(s) of title will be forwarded as soon as possible thereafter and, in any event, not later than 5 p.m. on 22 February 2017. The Receiving Agent will effect such procedures as are required to transfer your Shares to J.P. Morgan Cazenove under the Tender Offer. If you have lost your share certificate(s) and/or other document(s) of title, you should write to the Registrar at Computershare Investor Services (Guernsey) Limited, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY to request a letter of indemnity in respect of the lost share certificate(s) which, when completed in accordance with the instructions given, should be returned to the Receiving Agent so as to be received not later than 5 p.m. on 22 February 2017.
By signing the Tender Form, Eligible Shareholders will be deemed to have instructed J.P. Morgan Cazenove to issue a contract note to the Receiving Agent on behalf of such Eligible Shareholder and to remit the cash consideration to the Receiving Agent with instructions that such consideration be remitted in accordance with the instructions set out in the Tender Form.
If the Shares which you wish to tender are held in uncertificated form, you should take (or procure to be taken) the action set out below to transfer (by means of a TTE Instruction) the number of Shares which you wish to tender under the Tender Offer to an escrow balance, specifying Computershare Investor Services PLC (in its capacity as a CREST receiving agent under its Participant ID and Member Account ID referred to below) as the escrow agent, as soon as possible and, in any event, so that the transfer to the relevant escrow account settles by not later than 3 p.m. on 22 February 2017. J.P. Morgan Cazenove shall be entitled (in its sole discretion) to accept late transfers to escrow.
If you are a CREST sponsored member, you should refer to your CREST sponsor before taking any action. Your CREST sponsor will be able to confirm details of your Participant ID and the Member Account ID under which your Shares are held. In addition, only your CREST sponsor will be able to send a TTE Instruction to Euroclear in relation to the Shares which you wish to tender. You should send (or, if you are a CREST sponsored member, procure that your CREST sponsor sends) a TTE Instruction to Euroclear, which must be properly authenticated in accordance with Euroclear's specification and which must contain, in addition to other information that is required for the TTE Instruction to settle in CREST, the following details:
* the intended settlement date for the transfer to escrow. This should be as soon as possible and, in any event, by no later than 3 p.m. on 22 February 2017;
* the ISIN of the Shares, which is GG00B1NP5142 for the Sterling Shares, GG00B1NPGZ52 for the Euro Shares and GG00B1NPGV15 for the US Dollar Shares;
After settlement of the TTE Instruction, you will not be able to access the Shares concerned in CREST for any transaction or for charging purposes, notwithstanding that they will be held by the Receiving Agent as your agent until completion or lapsing of the Tender Offer. If the Tender Offer becomes unconditional, the Receiving Agent will transfer the Shares which are accepted for purchase to J.P. Morgan Cazenove.
You are recommended to refer to the CREST manual published by Euroclear for further information on the CREST procedures outlined above.
You should note that Euroclear does not make available special procedures, in CREST, for any particular corporate action. Normal system timings and limitations will therefore apply in connection with a TTE Instruction and its settlement. You should therefore ensure that all necessary action is taken by you (or by your CREST sponsor) to enable a TTE Instruction relating to your Shares to settle prior to 3 p.m. on 22 February 2017. In this regard, you are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. J.P. Morgan Cazenove shall be entitled (in its sole discretion) to accept late TTE Instructions to settle.
An appropriate announcement will be made if any of the details contained in this paragraph 4.2 are altered.
Notwithstanding the powers in paragraph 12.7 below, J.P. Morgan Cazenove reserves the right to treat as valid only: (i) (in the case of Shares held in certificated form) Tender Forms which are accompanied by the relevant share certificate(s) and/or other document(s) of title or a satisfactory indemnity in lieu thereof; or (ii) (in the case of Shares held in uncertificated form) settled TTE Instructions, in each case to be received entirely in order by no later than 3 p.m. or 5 p.m., as applicable, on 22 February 2017 in respect of the entire number of Shares tendered. The Record Date for the Tender Offer is close of business on 22 February 2017.
Notwithstanding the completion of a valid Tender Form or TTE Instruction, the Tender Offer may be suspended, terminated or lapse in accordance with the Terms and Conditions set out in this Part IV.
J.P. Morgan Cazenove shall be entitled to accept TTE Instructions or Tender Forms which are received after 3 p.m. or 5 p.m., as applicable, on 22 February 2017 in its sole discretion. The decision of J.P. Morgan Cazenove as to which Shares have been validly tendered shall be conclusive and binding on all Eligible Shareholders.
Normal CREST procedures (including timings) apply in relation to any Shares that are, or are to be, converted from uncertificated to certificated form, or from certificated to uncertificated form, during the course of the Tender Offer (whether such conversion arises as a result of a transfer of Shares or otherwise). Shareholders who are proposing to convert any such Shares are recommended to ensure that the conversion procedures are implemented in sufficient time to enable the person holding or acquiring Shares as a result of the conversion to take all necessary steps in connection with such person's participation in the Tender Offer (in particular, as regards delivery of share certificate(s) and/or other document(s) of title or transfers to an escrow balance as described above) prior to 3 p.m. on 22 February 2017.
Eligible Shareholders who own US Dollar Shares through an account on Nasdaq Dubai and who wish to participate in the Tender Offer should inform their Business Partner of the number of US Dollar Shares they wish to have repurchased under the Tender Offer. The Business Partner will then provide the relevant settlement instruction to Nasdaq Dubai CSD which in turn will provide instructions to Computershare Company Nominees Limited (as UK custodian). Computershare Company Nominees Limited, acting as instructed by Nasdaq Dubai CSD, will accept the Tender Offer in respect of the appropriate number of US Dollar Shares via a TTE Instruction. Such persons should, therefore, ensure that they have contacted their Business Partners in sufficient time for all relevant actions to have been completed prior to closing of the Tender Offer at 5 p.m. on 22 February 2017. Eligible Shareholders will be unable to deal in US Dollar Shares so tendered, as dealing in such interests will be blocked pending purchase of the US Dollar Shares under the Tender Offer and will be released if the US Dollar Shares are not acquired in the Tender Offer.
If you are in any doubt as to how to complete the Tender Form or as to the procedure for tendering Shares, please contact the Receiving Agent by telephone on 0370 707 4040 or, from outside the UK, +44 370 707 4040. You are reminded that, if you are a CREST sponsored member, you should contact your CREST sponsor before taking any action.
Eligible Shareholders should note that, once tendered, Shares may not be sold, transferred, charged or otherwise disposed of.
Settlement of the consideration to which any Eligible Shareholder is entitled pursuant to valid tenders accepted by J.P. Morgan Cazenove is expected to be made on, or as soon as practicable after, 12 May 2017 as follows:
5.6 The payment of any consideration for Shares pursuant to the Tender Offer will be made only after the relevant TTE Instruction has settled or (as the case may be) timely receipt by the Receiving Agent of share certificates and/or other requisite document(s) of title evidencing such Shares, a properly completed and duly executed Tender Form and any other documents required under the Tender Offer.
5.7 Payments of consideration will be made in the same currency as the class of Shares being acquired by J.P. Morgan Cazenove. Entitlements to a fraction of a penny or cent will be rounded down to the nearest whole penny or cent, as appropriate.
such document(s) to such person as soon as possible thereafter and, in any event, by no later than the Closing Date;
of pre-emption or other third party rights of any nature and together with all rights attaching thereto, on or after the Closing Date including the right to receive all dividends and other distributions declared, paid or made after that date;
execute all such documents that may be required to enable the Receiving Agent to secure the full benefits of paragraph 7.1(c) above.
5 of this Part IV will, to the extent of the obligations so created, discharge fully any obligation of J.P. Morgan Cazenove to pay to such person the cash consideration to which he, she or it is entitled under the Tender Offer;
the original accounts from which those Shares came. In any of these circumstances, Tender Forms will cease to have any effect.
10.1 If the Company (acting through the Directors) shall at any time prior to J.P. Morgan Cazenove effecting the purchase as principal of the tendered Shares pursuant to the Tender Offer (and including where it has previously deferred the NAV Determination Date in accordance with paragraph 2.2 of this Part IV) notify J.P. Morgan Cazenove in writing that in its reasonable opinion either: (i) it has either become impractical or inappropriate for the Company to redeem its investments or otherwise to raise finance to enable it to fund the repurchase of Shares pursuant to the Repurchase Agreement without materially harming Shareholders as a whole; or (ii) the completion of the purchase of Shares under the Tender Offer would have unexpected adverse fiscal or other consequences (whether by reason of a change in legislation or practice or otherwise) for the Company or its Shareholders if the Tender Offer were to proceed, the Company shall be entitled at its complete discretion to terminate the Tender Offer by a public announcement and a subsequent written notice to Shareholders, in which event the Tender Offer shall terminate immediately or as otherwise specified in such announcement.
Accordingly, copies of this document, the Tender Form and any related documents are not being and must not be mailed or otherwise distributed or sent in, into or from the United States, Canada, Australia or Japan, including to Shareholders with registered addresses in the United States, Canada, Australia or Japan or to persons who are custodians, nominees or trustees holding Shares for persons in the United States, Canada, Australia or Japan. Persons receiving such documents (including, without limitation, custodians, nominees and trustees) should not distribute, send or mail them in, into or from the United States, Canada, Australia or Japan or use such mails or any such means, instrumentality or facility in connection with the Tender Offer, and doing so will render invalid any purported acceptance of the Tender Offer. Persons wishing to accept the Tender Offer should not use such mails or any such means, instrumentality or facility for any purpose directly or indirectly relating to acceptance of the Tender Offer. Envelopes containing Tender Forms should not be postmarked in the United States, Canada, Australia or Japan or otherwise dispatched from the United States, Canada, Australia or Japan and all accepting Shareholders must provide addresses outside the United States, Canada, Australia or Japan for the remittance of cash or return of Tender Forms and share certificate(s) or other document(s) of title.
to receive the same by, any person entitled to participate in the Tender Offer shall not invalidate the Tender Offer in any way or create any implication that the Tender Offer has not been made to any such person.
The decision to tender Shares in the Tender Offer and to vote for or against the Resolutions is a matter for each individual Shareholder. However, certain risks (which are not intended to be exhaustive) which Shareholders may wish to take into account when considering the Tender Offer and the Resolutions are set out below. Shareholders should carefully consider the risk factors set out below (and any other factors they might consider relevant) before deciding whether or not to accept the Tender Offer or vote in favour or against the Resolutions.
The Board considers that the risks described below are the material risks related to the Tender Offer and the Resolutions as at the date of this document. Whilst the Board considers the risks below to be the material risks related to the Tender Offer and the Resolutions as at the date of this document, other risks may be applicable to the matters set out in this document or a continued holding of Shares in the Company.
The risk factors in this document do not constitute legal, tax, investment or other advice and any Shareholder who is in any doubt about the action it should take is recommended to seek immediately suitable advice from an appropriately qualified independent adviser.
In the event that Shares are tendered under the Tender Offer in excess of the Tender Limit, the Company will propose a resolution for its winding up. However:
proceeds will represent a lower percentage of the Net Asset Value per Share of the relevant class of Shares than the Tender Price.
* Further, if the winding up resolution is passed, there can be no certainty as to the length of time required to make distributions to Shareholders in the winding up, save that it will take a longer period of time than payment of the Tender Price under the Tender Offer.
The following discussion does not constitute tax advice, it is intended as a general guide to certain United Kingdom and Guernsey tax considerations and does not purport to be a complete analysis of all potential United Kingdom and Guernsey tax consequences of selling Shares pursuant to the Tender Offer. It is based on current United Kingdom and Guernsey legislation and tax authority published practice, which are subject to change at any time (possibly with retroactive effect). It is of a general nature and (unless otherwise stated) only applies to certain Eligible Shareholders who are resident for tax purposes in (and only in) the United Kingdom (although the discussion of certain Guernsey tax considerations applies to Eligible Shareholders who are resident for tax purposes in or outside Guernsey), who hold their Shares as an investment and who are the absolute beneficial owners of the Shares. It does not address the position of certain categories of Eligible Shareholders who are subject to special rules, such as dealers in securities, insurance companies and collective investment schemes.
Eligible Shareholders who are in any doubt as to the potential tax consequences of selling their Shares pursuant to the Tender Offer or who may be subject to tax in a jurisdiction other than the United Kingdom or Guernsey are strongly recommended to consult their own independent tax advisers before making any such sales.
Having regard to advice received, the Company does not consider any class of its shares to be a ''mutual fund'' for the purposes of section 356 of the Taxation (International and Other Provisions) Act 2010 and therefore the special regime for the taxation of interests in offshore funds in Part 8 of that Act should not apply.
The sale of Shares by an Eligible Shareholder to J.P. Morgan Cazenove pursuant to the Tender Offer should be treated as a disposal of those shares for United Kingdom tax purposes. This may, subject to the Eligible Shareholder's individual circumstances and any available exemption or relief, give rise to a chargeable gain (or allowable loss) for the purposes of United Kingdom taxation of chargeable gains (''CGT'').
For an Eligible Shareholder who is an individual, the amount of CGT payable, if any, as a consequence of the sale of Shares will depend on their own personal tax position. Broadly, an Eligible Shareholder whose total taxable gains and income in a given tax year of assessment, including any gains made on the sale of Shares (''Total Taxable Gains and Income''), are less than or equal to the upper limit of the income tax basic rate band applicable in respect of that tax year (the ''Band Limit'') (£43,000 for 2016/2017) will normally be subject to CGT at the basic rate (10% for 2016/2017) in respect of any gain arising on the sale of their Shares. An Eligible Shareholder whose Total Taxable Gains and Income are more than the Band Limit will normally be subject to CGT at the basic rate in respect of any gain arising on the sale of their Shares (to the extent that, when added to the Eligible Shareholder's other taxable gains and income, the gain is less than or equal to the Band Limit) and at the higher rate (20% for 2016/2017) in respect of the remainder of the gain arising on the sale of their Shares.
However, no tax will be payable on any gain arising on the sale of Shares if the amount of the chargeable gain realised by an Eligible Shareholder in respect of the sale, when aggregated with other chargeable gains realised by that Eligible Shareholder in the tax year of assessment (and after taking into account aggregate losses), does not exceed the annual exemption (£11,100 for 2016/2017).
A corporate Shareholder is normally taxable on all of its chargeable gains, subject to any reliefs and exemptions. Corporate Shareholders should be entitled to indexation allowance up to the date the chargeable gain is realised.
Under the provisions of Part 15 of the Corporation Tax Act 2010 (for companies subject to corporation tax) and Chapter 1 of Part 13 of the Income Tax Act 2007 (for individuals and others subject to income tax), HMRC can in certain circumstances counteract tax advantages arising in relation to a transaction or transactions in securities. If these provisions were to be applied by HMRC to the Tender Offer, Eligible Shareholders who are subject to corporation tax might be liable to corporation tax or income tax (as applicable) as if they had received an income amount rather than a capital amount.
In summary, these provisions do not apply where it can be shown, in the case of any corporation tax advantage, that the transaction or transactions in question were entered into for genuine commercial reasons and none of the transactions involved as one of their main objects the obtaining of any corporation tax advantage and, in the case of any income tax advantage, inter alia, that the person did not become a party to any of the transactions with one of the main purposes of obtaining an income tax advantage.
No application has been made to HMRC for clearance in respect of the application of Part 15 of the Corporation Tax Act 2010 or Chapter 1 of Part 13 of the Income Tax 2007 to the Tender Offer.
Whether or not these provisions would apply to any Eligible Shareholder will depend on that Eligible Shareholder's own circumstances, but the Company would not expect these provisions to apply to any Eligible Shareholder in respect of the Tender Offer.
Eligible Shareholders who are not resident in the United Kingdom for tax purposes will not generally be subject to United Kingdom taxation on chargeable gains in respect of any disposal of their Shares unless they hold their Shares for the purposes of a trade, profession or vocation carried on by them through a branch, agency or permanent establishment in the United Kingdom or for the purposes of such a branch, agency or permanent establishment. Individual Eligible Shareholders may later become liable to United Kingdom capital gains tax in respect of any gain made on the disposal of their Shares in the Tender Offer if they become resident in the United Kingdom for tax purposes at some point during the tax year in which the sale occurs or if they resume United Kingdom residence after a period of temporary non-residence.
The sale of Shares by an Eligible Shareholder to J.P. Morgan Cazenove pursuant to the Tender Offer should not give rise to any Guernsey income tax.
The Company could be subject to the application of FATCA. FATCA generally imposes a reporting regime and potentially a 30 per cent. withholding tax with respect to certain US source income (including dividends and interest) and, from 1 January 2019, gross proceeds from the sale or other disposal of property that can produce US source interest or dividends and (from the later of 1 January 2019 or the date of publication of certain final regulations) a portion of non-US source payments from certain non-US financial institutions to the extent attributable to US source payments if it does not comply with certain registration and due diligence obligations under FATCA (''Withholdable Payments''). As a general matter, the rules are designed to require US persons' direct and indirect ownership of non-US accounts and non-US entities to be reported to the US Internal Revenue Service (the ''Service''). The 30 per cent. withholding tax regime applies if there is a failure to provide required information regarding US ownership.
Generally, the rules subject all Withholdable Payments received by the Company to 30 per cent. withholding tax (including the share that is allocable to non-US persons) unless the Company complies with information reporting rules implemented pursuant to an intergovernmental agreement between Guernsey and the United States or the Company enters into an agreement with the Service to provide information, representations and waivers of non-US law as may be required to comply with the provisions of the rules, including, information regarding its direct and indirect US accountholders.
On 13 December 2013 the Chief Minister of Guernsey signed an intergovernmental agreement with the United States (''US-Guernsey IGA'') regarding the implementation of FATCA. Under FATCA and legislation enacted in Guernsey to implement the US-Guernsey IGA, certain disclosure requirements will be imposed in respect of certain Eligible Shareholders who are, or are entities that are controlled by one or more natural persons who are, residents or citizens of the United States, unless a relevant exemption applies. Certain due diligence obligations will also be imposed. Where applicable, information that will need to be disclosed will include certain information about Eligible Shareholders, their ultimate beneficial owners and/or controllers, and their investment in and returns from the Company. The Company will be required to report this information each year in the prescribed format and manner as per local guidance.
Under the terms of the US-Guernsey IGA, Guernsey resident financial institutions that comply with the due diligence and reporting requirements of Guernsey's domestic legislation will be treated as compliant with FATCA and, as a result, should not be subject to FATCA withholding on payments they receive and should not be required to withhold under FATCA on payments they make. If the Company does not comply with these obligations, it may be subject to a FATCA deduction on certain payments to it of US source income (including interest and dividends) and (from 1 January 2019) proceeds from the sale of property that could give rise to US source interest or dividends. The US-Guernsey IGA is implemented through Guernsey's domestic legislation in accordance with guidance that is published in draft form.
Under the US-Guernsey IGA, securities that are ''regularly traded'' on an established securities market, such as the main market of the London Stock Exchange, are not considered financial accounts and are not subject to reporting. For these purposes, Shares will be considered ''regularly traded'' if there is a meaningful volume of trading with respect to the Shares on an on-going basis. Notwithstanding the foregoing, a Share will not be considered ''regularly traded'' and will be considered a financial account if the Shareholder is not a financial institution acting as an intermediary. Such Shareholders will be required to provide information to the Company to allow it to satisfy its obligations under FATCA, although it is expected that whilst the Shares are held within CREST, the holder of the Shares will likely be a financial institution acting as an intermediary. Shareholders that own the Shares through a financial intermediary may be required to provide information to such financial intermediary in order to allow the financial intermediary to satisfy its obligations under FATCA.
On 13 February 2014, the Organization for Economic Co-operation and Development released the ''Common Reporting Standard'' (''CRS'') designed to create a global standard for the automatic exchange of information, similar to the information to be reported under FATCA. On 29 October 2014, fifty-one jurisdictions signed the multilateral competent authority agreement (''Multilateral Agreement'') that activates this automatic exchange of FATCA-like information in line with the CRS. Since then further jurisdictions have signed the Multilateral Agreement and in total over 100 jurisdictions have committed to adopting the CRS. Over 50 of these jurisdictions have adopted the CRS with effect from 1 January 2016.
Early adopters who signed the Multilateral Agreement (including Guernsey and the UK) have pledged to work towards the first information exchanges taking place by September 2017. Others are expected to follow with information exchange starting in 2018.
Under the CRS and legislation enacted in Guernsey to implement the CRS with effect from 1 January 2016, certain disclosure requirements will be imposed in respect of certain Shareholders whether natural persons who themselves are, or are entities that are controlled by one or more natural persons who are, residents of any of the jurisdictions that have also adopted the CRS, unless a relevant exemption applies. Certain due diligence obligations will also be imposed. Where applicable, information that would need to be disclosed will include certain information about Eligible Shareholders, their ultimate beneficial owners and/or controllers, and their investment in and returns from the Company. The Company will be required to report this information each year in the prescribed format and manner as per local guidance. The CRS is implemented through Guernsey's domestic legislation in accordance with guidance that is published in draft form and which is supplemented by guidance issued by the Organization for Economic Co-operation and Development.
Under the CRS, there is currently no reporting exemption for securities that are ''regularly traded'' on an established securities market, although it is expected that whilst the Shares are held through CREST, the holder of the Shares will likely be a financial institution acting as an intermediary. Shareholders that own the Shares through a financial intermediary may be required to provide information to such financial intermediary in order to allow the financial intermediary to satisfy its obligations under the CRS.
Although not a Member State of the European Union, Guernsey, in common with certain other jurisdictions, entered into agreements with EU Member States on the taxation of savings income. However, paying agents located in Guernsey are not required to operate the measures on payments made by closed-ended investment companies.
However, on 10 November 2015 the Council of the European Union repealed the EU Savings Directive (2003/48/EC) (the ''EU Savings Tax Directive'') from 1 January 2017 in the case of Austria and from 1 January 2016 in the case of all other EU Member States (subject to on-going requirements to fulfil administrative obligations such as the reporting and exchange of information relating to, and accounting for withholding taxes on, payments made before those dates). This is to prevent overlap between the EU Savings Tax Directive and the implementation of the Common Reporting Standard in the EU under Council Directive 2011/16/EU on Administrative Cooperation in the field of Taxation (as amended by Council Directive 2014/107/EU).
Guernsey is in the process of seeking confirmation from each EU Member State that the repeal of the EU Savings Tax Directive suspends the equivalent agreements that the EU Member States have with Guernsey. It is anticipated that all EU Member States, other than Austria, will give this confirmation. Discussions with Austria are on-going and it may be that the equivalent agreement with Austria continues to have effect until 31 December 2016 (at which point the EU Savings Tax Directive will cease to apply to Austria). Guernsey is also intending to suspend retroactively its domestic EU Savings Tax Directive legislation with effect from 1 January 2016 (whilst retaining the relevant provisions to enable reports for 2015 to be made), although this process may be delayed pending the outcome of discussions with the Austrian authorities.
All Shareholders should consult with their own tax advisers regarding the possible implications of FATCA, the CRS and any other similar legislation and/or regulations on their investment in the Company.
| Director | Total Shares Held |
|---|---|
| Huw Evans | 710 Sterling Shares |
Euro Shares:
| Shareholder | Total Shares Held |
% holding in class |
|---|---|---|
| Lynchwood Nominees Limited | 167,095 | 9.35 |
| Smith & Williamson Nominees Limited | 114,210 | 6.39 |
| Luna Nominees Limited | 94,73 | 5.30 |
| State Street Nominees Limited | 92,000 | 5.15 |
Sterling Shares:
| Shareholder | Total Shares Held |
% holding in class |
|---|---|---|
| Luna Nominees Limited | 4,694,989 | 18.76 |
| Ferlim Nominees Limited | 1,262,387 | 5.05 |
US Dollar Shares:
| Shareholder | Total Shares Held |
% holding in class |
|---|---|---|
| Chase Nominees Limited | 2,650,269 | 23.29 |
| Morstan Nominees Limited | 1,056,320 | 9.28 |
| J.P. Morgan Securities LLC | 914,256 | 8.03 |
| Vidacos Nominees Limited | 843,262 | 7.41 |
| Luna Nominees Limited | 742,747 | 6.53 |
| ''Articles'' | the Company's articles of incorporation, as amended from time to time |
|---|---|
| ''Board'' or ''Directors'' | the board of directors of the Company |
| ''Business Day'' | any day other than a Saturday, Sunday or public holiday in England and Wales or Guernsey |
| ''Business Partner'' | a Dubai brokerage house or custodian that is a business partner in the Nasdaq Dubai CSD |
| ''Class Meetings'' | the class meetings of each of the Euro, Sterling and US Dollar share classes of the Company convened for 24 February 2017 (or any adjournment thereof), notices of which are set out at the end of this document and ''Class Meeting'' means any one of them |
| ''Closing Date'' | 22 February 2017 |
| ''Company'' | BH Macro Limited |
| ''Court'' | The High Court of Justice in England and Wales |
| ''CREST'' | the relevant system (as defined in the Regulations) in respect of which Euroclear is the Operator (as defined in the Regulations) |
| ''CREST member'' | a person who has been admitted by Euroclear as a system member (as defined in the Regulations) |
| ''CREST participant'' | the relevant system (as defined in the Regulations) in respect of which Euroclear is the Operator (as defined in the Regulations) |
| ''CREST sponsor'' | a CREST participant admitted to CREST as a CREST sponsor being a sponsoring system participant (as defined in the Regulations) |
| ''CREST sponsored member'' | a CREST member admitted to CREST as a sponsored member |
| ''CRS'' | the Organization for Economic Co-operation and Development's Common Reporting Standard |
| ''CSD'' | Central Securities Depositary |
| ''Eligible Shareholder'' | a Shareholder who is eligible to participate in the Tender Offer (which excludes certain Overseas Shareholders as detailed in Parts I, III or IV of this document) |
| ''Eligible Shares'' | in respect of any Shareholder, their total shareholding as at the Record Date |
| ''EU Savings Tax Directive'' | has the meaning given in Part VI of this document |
| ''Euro'' or ''e'' or ''EUR'' |
the lawful single currency shared by the majority of the member states of the European Union |
| ''Euro Shares'' | ordinary shares of no par value in the capital of the Company designated as Euro shares |
| ''Euro Tender Form'' | the tender form accompanying this document for use by holders of Euro Shares in connection with the Tender Offer |
| ''Euroclear'' | Euroclear UK & Ireland Limited |
| ''Extraordinary General Meeting'' | the Extraordinary General Meeting of the Company convened for 11:30 a.m. on 24 February 2017 (or any adjournment thereof), notice of which is set out at the end of this document |
| ''Form(s) of Proxy'' | the Form(s) of Proxy accompanying this document, for use by Shareholders in connection with the Extraordinary General Meeting and the Class Meetings |
| ''FSMA'' | the Financial Services and Markets Act 2000, as amended |
| ''J.P. Morgan Cazenove'' | J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove |
|---|---|
| ''Latest Practicable Date'' | 25 January 2017, being the latest practicable date prior to the publication of this document |
| ''London Stock Exchange'' | London Stock Exchange plc |
| ''Management Agreement'' | the agreement between the Company and the Manager regarding the management of the Company |
| ''Manager'' | Brevan Howard Capital Management L.P. |
| ''Master Fund'' | Brevan Howard Master Fund Limited |
| ''Member Account ID'' | the identification code or number attached to any member account in CREST |
| ''Multilateral Agreement'' | has the meaning given in Part VI of this document |
| ''Nasdaq Dubai'' | Nasdaq Dubai Limited |
| ''NAV Determination Date'' | 31 March 2017 |
| ''Overseas Shareholder'' | a Shareholder who is a citizen or national of, or resident in, a jurisdiction outside the United Kingdom or a custodian, nominee or trustee for a citizen, national or resident of a jurisdiction outside the United Kingdom |
| ''Participant ID'' | the identification code or membership number used in CREST to identify a particular CREST member or other CREST participant |
| ''Receiving Agent'' | Computershare Investor Services PLC |
| ''Record Date'' | close of business on 22 February 2017 |
| ''Register'' | the register of members of the Company |
| ''Registrar'' | Computershare Investor Services (Guernsey) Ltd |
| ''Regulations'' | the Uncertificated Securities Regulations 2001 (SI 2001/3755) |
| ''Regulatory Information Service'' | one of the service providers listed in Schedule 12 of the listing rules of the UK Listing Authority |
| ''Repurchase Agreement'' | the agreement between the Company and J.P. Morgan Cazenove for the repurchase by the Company on the London Stock Exchange of Shares purchased by J.P. Morgan Cazenove pursuant to the Tender Offer |
| ''Resolutions'' | the resolutions to be proposed at the Extraordinary General Meeting and the Class Meetings |
| ''Share'' | an ordinary share of no par value in the capital of the Company designated as a Euro Share, Sterling Share or US Dollar Share |
| ''Shareholders'' | holders of Shares |
| ''Sterling'' or ''£'' or ''GBP'' | the lawful currency of the United Kingdom |
| ''Sterling Shares'' | ordinary shares of no par value in the capital of the Company designated as Sterling shares |
| ''Sterling Tender Form'' | the tender form accompanying this document for use by holders of Sterling Shares in connection with the Tender Offer |
| ''Structural Changes'' | the proposed changes to the Articles and the Management Agreement as explained in Part I of this document |
| ''Tender Form'' | the tender forms accompanying this document for use by each class of Shareholders in connection with the Tender Offer |
| ''Tender Limit'' | 66.667 per cent. of the Company's Shares in issue by value, or such greater percentage of the Company's issued Share capital by value, being no more than 75 per cent., as the Company and the Manager may agree following receipt of all tenders |
| ''Tender Offer'' | the invitation by J.P. Morgan Cazenove to Eligible Shareholders (other than certain Overseas Shareholders) to tender Shares on the terms and subject to the conditions set out in this document |
|---|---|
| ''Tender Price'' | the price at which Shares of the relevant class will be purchased pursuant to the Tender Offer as determined in accordance with the terms and conditions of the Tender Offer |
| ''TFE Instruction'' | a transfer from escrow instruction (as defined by the CREST Manual issued by Euroclear) |
| ''TTE Instruction'' | a transfer to escrow instruction (as defined by the CREST Manual issued by Euroclear) |
| ''UK Listing Authority'' | the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part IV of FSMA |
| ''uncertificated'' or ''in uncertificated form'' |
recorded on the Register as being held in uncertificated form in CREST and title to which, by virtue of the Regulations, may be transferred by means of CREST |
| ''United States'' or ''US'' | the United States of America, its territories and possessions, any State of the United States and the District of Columbia |
| ''US-Guernsey IGA'' | has the meaning given in Part VI of this document |
| ''US Dollar'' or ''\$'' or ''USD'' | the lawful currency of the United States |
| ''US Dollar Shares'' | ordinary shares of no par value in the capital of the Company designated as US Dollar Shares |
| ''US Dollar Tender Form'' | the tender form accompanying this document for use by holders of US Dollar Shares in connection with the Tender Offer |
(an authorised closed-ended collective investment scheme authorised by the Guernsey Financial Services Commission and established as a non-cellular company limited by shares incorporated under the laws of the Island of Guernsey with registration number 46235)
NOTICE is hereby given that an Extraordinary General Meeting of BH Macro Limited (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 on 24 February 2017 at 11:30 a.m. to consider and, if thought fit, to pass the following resolutions which will be proposed as special resolutions as set out below:
By order of the Board Registered Office
PO Box 255 Trafalgar Court, Les Banques St Peter Port, Guernsey, GY1 3QL Channel Islands
Dated: 27 January 2017
(an authorised closed-ended collective investment scheme authorised by the Guernsey Financial Services Commission and established as a non-cellular company limited by shares incorporated under the laws of the Island of Guernsey with registration number 46235)
NOTICE is hereby given that a class meeting of the holders of the Euro Shares of BH Macro Limited (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 on 24 February 2017 at 11:40 a.m. (or as soon thereafter as the extraordinary general meeting of the Company convened for the same place and date is concluded or adjourned) to consider and, if thought fit, to pass the following resolution which will be proposed as an ordinary resolution as set out below:
THAT the amendments to the Company's Articles of Incorporation on the terms set out in Part II of the circular of the Company dated 27 January 2017 (insofar as they amount to a variation or abrogation of rights attaching to the Euro Shares) be approved.
By order of the Board Registered Office
PO Box 255 Trafalgar Court, Les Banques St Peter Port, Guernsey, GY1 3QL Channel Islands
Dated: 27 January 2017
(an authorised closed-ended collective investment scheme authorised by the Guernsey Financial Services Commission and established as a non-cellular company limited by shares incorporated under the laws of the Island of Guernsey with registration number 46235)
NOTICE is hereby given that a class meeting of the holders of the Sterling Shares of BH Macro Limited (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 on 24 February 2017 at 11:45 a.m. (or as soon thereafter as the class meeting of the Euro Shares of the Company convened for the same place and date is concluded or adjourned) to consider and, if thought fit, to pass the following resolution which will be proposed as an ordinary resolution as set out below:
THAT the amendments to the Company's Articles of Incorporation on the terms set out in Part II of the circular of the Company dated 27 January 2017 (insofar as they amount to a variation or abrogation of rights attaching to the Sterling Shares) be approved.
By order of the Board Registered Office
PO Box 255 Trafalgar Court, Les Banques St Peter Port, Guernsey, GY1 3QL Channel Islands
Dated: 27 January 2017
(an authorised closed-ended collective investment scheme authorised by the Guernsey Financial Services Commission and established as a non-cellular company limited by shares incorporated under the laws of the Island of Guernsey with registration number 46235)
NOTICE is hereby given that a class meeting of the holders of the US Dollar Shares of BH Macro Limited (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 on 24 February 2017 at 11:50 a.m. (or as soon thereafter as the class meeting for Sterling Shares of the Company convened for the same place and date is concluded or adjourned) to consider and, if thought fit, to pass the following resolution which will be proposed as an ordinary resolution as set out below:
THAT the amendments to the Company's Articles of Incorporation on the terms set out in Part II of the circular of the Company dated 27 January 2017 (insofar as they amount to a variation or abrogation of rights attaching to the US Dollar Shares) be approved.
By order of the Board Registered Office
PO Box 255 Trafalgar Court, Les Banques St Peter Port, Guernsey, GY1 3QL Channel Islands
Dated: 27 January 2017
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