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Hiper Global Ltd. — Proxy Solicitation & Information Statement 2014
Feb 6, 2014
6835_rns_2014-02-06_8d4c091e-a74c-47d4-9390-30a4b7b17af3.pdf
Proxy Solicitation & Information Statement
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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 otherwise transferred all of your shares in BH Global Limited, please send this document, together with the accompanying Form(s) of Proxy, at once to the purchaser or transferee or to the stockbroker, banker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. However, such documents should not be forwarded if to do so would constitute a violation of any relevant laws and regulations.
BH GLOBAL LIMITED Class Closure Meetings to consider Class Closure Resolutions
(BH Global Limited is an authorised closed-ended investment scheme established as a non-cellular company limited by shares under the laws of Guernsey with registration number 48555)
Notices of Class Closure Meetings in respect of each of the Euro, US Dollar and Sterling Share classes of the Company to be held on 27 February 2014 from 11.00 a.m. at the offices of Northern Trust International Fund Administration Services (Guernsey) Limited are set out at the end of this document.
Shareholders are requested to return the Form(s) of Proxy accompanying this document for use at the relevant Class Closure Meeting. To be valid, the Form(s) of Proxy must be completed and returned in accordance with the instructions printed thereon so as to be received by the Registrar, 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 48 hours before the time of the relevant Class Closure Meeting on 27 February 2014. The Form(s) of Proxy may also be sent to Computershare Investor Services (Guernsey) Ltd either by fax to +44 (0)870 703 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 each Class Closure Meeting for the classes of shares that you own.
Shareholders owning US Dollar Shares through an account on NASDAQ Dubai who wish to attend the US Dollar Class Closure Meeting or to exercise the voting rights attached to interests in the US Dollar Shares held by them through an account on NASDAQ Dubai at the US Dollar Class Closure Meeting should inform their Dubai broker, bank or custodian that is a business partner in the NASDAQ Dubai CSD at least 10 days before the US Dollar Class Closure Meeting, after which they will receive an attendance ticket and proxy card.
Your attention is drawn to the letter from the Chairman of BH Global Limited which is set out in Part I of this document and which recommends that you vote AGAINST the Class Closure Resolution(s). Your attention is also drawn to the section entitled "Action to be Taken" on page 2 of this document.
Certain terms used in this document are defined in Part IV of this document.
Any estimated results, performance or achievements contained in this Circular may materially differ from actual results, performance or achievements. Except as required by applicable law, the Company and the Manager expressly disclaim any obligations to update or revise such estimates to reflect any change in expectations, new information, subsequent events or otherwise. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, and J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority, are acting as joint financial advisers to BH Global Limited and no-one else in connection with the Class Closure Resolutions and will not be responsible to anyone other than BH Global Limited for providing the protections afforded to their respective clients nor for providing advice in connection with the Class Closure Resolutions or any other matter referred to herein.
ACTION TO BE TAKEN
Accompanying this Circular is a Form of Proxy for each class of shares of the Company that you hold for the Class Closure Meeting.
YOU SHOULD READ THE WHOLE OF THIS DOCUMENT, AND NOT JUST THIS SECTION, WHEN DECIDING WHAT ACTION TO TAKE.
To vote on the Class Closure Resolutions
Complete and return the Form of Proxy with the white band for the Class Closure Meeting of the Euro Shares to the Registrar, Computershare Investor Services (Guernsey) Limited, c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible and, in any event, not later than 11.00 a.m. on 25 February 2014 and/or attend and vote at the meeting on 27 February 2014.
Complete and return the Form of Proxy with the blue band for the Class Closure Meeting of the US Dollar Shares to the Registrar, Computershare Investor Services (Guernsey) Limited, c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible and, in any event, not later than 11.15 a.m. on 25 February 2014 and/or attend and vote at the meeting on 27 February 2014.
Complete and return the Form of Proxy with the purple band for the Class Closure Meeting of the Sterling Shares to the Registrar, Computershare Investor Services (Guernsey) Limited, c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible and, in any event, not later than 11.30 a.m. on 25 February 2014 and/or attend and vote at the meeting on 27 February 2014.
The Form(s) of Proxy may also be sent to Computershare Investor Services (Guernsey) Ltd either by fax to +44 (0)870 703 6322 or by email at [email protected].
Full details of the action to be taken are set out in this document and in the instructions on the respective forms.
If you have any queries in relation to your shareholding(s), please contact the Registrar by telephone on +44 (0)870 707 4040. The Registrar can only provide information regarding the completion of the Forms of Proxy and cannot provide you with investment or tax advice.
Table of Contents
| Expected Timetable | 4 |
|---|---|
| PART I Letter from the Chairman | 5 |
| PART II Risk Factors | 10 |
| PART III Letter from the Manager | 12 |
| PART IV Definitions | 17 |
Expected Timetable
| Latest time and date for receipt of Forms of Proxy for the Euro Class Closure Meeting | 11.00 a.m. on 25 February 2014 |
|---|---|
| Latest time and date for receipt of Forms of Proxy for the US Dollar Class Closure Meeting | 11.15 a.m. on 25 February 2014 |
| Latest time and date for receipt of Forms of Proxy for the Sterling Class Closure Meeting | 11.30 a.m. on 25 February 2014 |
| Euro Class Closure Meeting | 11.00 a.m. on 27 February 2014 |
| US Dollar Class Closure Meeting | 11.15 a.m. on 27 February 2014 |
| Sterling Class Closure Meeting | 11.30 a.m. on 27 February 2014 |
All references are to Guernsey time.
In the event that one or more Class Closure Resolutions are passed, the Company will send holders of the relevant class(es) of shares a further communication regarding the options available to those Shareholders, expected to be sent on 7th March 2014.
PART I Letter from the Chairman
BH GLOBAL LIMITED
(an authorised closed-ended investment scheme established as a non-cellular company limited by shares under the laws of Guernsey with registration number 48555)
Directors:
Sir Michael Bunbury (Chairman) John Hallam Graham Harrison Nicholas Moss Talmai Morgan Stephen Stonberg
Registered office:
P.O. Box 255, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL
5th February 2014
Class Closure Meetings to consider Class Closure Resolutions
Dear Shareholder,
Introduction
The Company announced on 27 January 2014 that the Class Closure Resolution procedure contained in the Company's Articles of Incorporation has been triggered in respect of the year ended 31 December 2013 for each class of the Company's shares. This is because the average daily closing market price of each class of shares during 2013 was ten per cent. or more below the average NAV per share of the relevant class, based on the average of the NAV per share for that class at each of the twelve month-end NAV Calculation Dates occurring in 2013.
The Directors are now required to convene a Class Closure Meeting for each class of shares at which a Class Closure Resolution will be proposed. The Class Closure Resolution process is a part of the Company's discount management measures, which also includes the Company's ability to make market purchases of its securities on an on-going basis and to offer Shareholders the ability to participate in partial capital returns in respect of the Company's NAV growth.
This Circular contains notices convening a Class Closure Meeting for each class of the Company's shares to consider a Class Closure Resolution, together with an explanation of the business to be considered at each meeting, and sets out the consequences of the Class Closure Resolutions being approved or rejected.
If passed by the Shareholders of the relevant class, the Class Closure Resolution requires the Company to make the following options (the "Class Closure Options") available to those Shareholders in respect of their holdings of shares of that class:
- (a) to offer all or some of their shares for redemption by the Company;
- (b) to convert all or some of their shares into shares of another class of the Company; or
- (c) to remain in the class, subject as described further below.
Alternatively, if holders of all three classes of the Company's shares approve a Class Closure Resolution, the Company is required to put in place measures for its winding-up instead of offering the Class Closure Options to Shareholders.
If a Class Closure Resolution is rejected, no further action is required to be taken in respect of the relevant class of shares. Depending on the share price performance of the relevant class compared to its NAV, the earliest that another class closure resolution may be required to be proposed under the Articles in relation to that class would be in not less than twelve months' time in 2015.
The Company's performance and outlook
The Company is the only feeder fund into Brevan Howard Global Opportunities Master Fund Limited (the "Master Fund") and is the only means by which investors can access the investment and risk management expertise of Brevan Howard across a range of funds through a single listed company.
As at 3 February 2014, the latest published estimate1 Net Asset Values of the Sterling, US Dollar and Euro Share classes were 1320p, USD12.98 and €13.06 respectively, with the Shares trading at discounts to NAV of 10.31 per cent., 11.33 per cent. and 5.25 per cent. respectively.
All three of the Company's share classes have achieved NAV growth in each year since its launch in 2008. As at 31 December 2013, the total NAV growth of each share class since launch of the Company was as follows: 33.4 per cent. in the Sterling Share class, 31.2 per cent. in the US Dollar Share class and 31.9 per cent. in the Euro Share class, representing a 5.29 per cent. annualised NAV return in the Sterling Share class, 4.98 per cent. in the USD Share class and 5.08 per cent. in the Euro Share class. These NAV returns have been generated with an annualised volatility2 of 3.7 per cent. and a Sharpe ratio3 of 1.22 per cent. In addition, since its launch, the Company has returned an aggregate of approximately USD210 million to Shareholders by way of market share repurchases, a tender offer and partial capital returns.
Part III of this Circular includes a letter from the Manager setting out its support for the Company and further information provided by the Manager regarding the past and comparative performance of the Company.
Both the Board and the Manager believe that the Company continues to fulfil its purpose by providing access to an industry-leading operational and risk management platform that seeks to deliver consistent risk-adjusted NAV returns that are structurally uncorrelated to equities.
The Board considers that it is in the best interests of Shareholders as a whole that the Company continues with its investment objective and policy. Therefore, on the basis that the passing of Class Closure Resolutions by each class of the Company's shares would lead to the winding-up of the Company and, as described below, the passing of one or more Class Closure Resolutions would lead to the payment to the Manager of an amount equal to some or all of the IPO Offer Costs, this Circular includes a recommendation from your Board to vote AGAINST each Class Closure Resolution.
IPO Offer Costs
Shareholders should note that, at the time of the Company's initial public offering in 2008, it was agreed that Brevan Howard would bear the Company's offer costs in excess of one per cent. of the gross proceeds of the offering, which excess amounted to USD26,559,274 (the "IPO Offer Costs"). The management agreement between the Company and the Manager requires the Company to pay the Manager an amount equal to all or part of the IPO Offer Costs in the following circumstances: (i) payment is required in full if the Company is wound up on or before 29 May 2015, or (ii) in part if shares are redeemed as a result of a Class Closure Resolution passed on or before 29 May 2015 (with the percentage of the IPO Offer Costs that are repayable being equal to the percentage that the number of shares redeemed represents of the total number of the Company's shares in issue). An amount to cover repayment of the IPO Offer Costs will be deducted from the price paid on any redemption of shares following passing of a Class Closure Resolution, as described further below.
Continuing discount management measures
The Board is committed to the principle of discount control and taking appropriate steps based on prevailing market conditions to manage the discount and potentially enhance the Company's Net Asset Value. This will be a priority for the Board over the coming twelve months.
Measures available to the Board include the making of market purchases by the Company of its shares, within the terms of the authority granted by Shareholders. The Board intends that the Company should pursue opportunities to make market purchases of its shares to assist in discount management more actively during 2014 than has been the case in previous years.
Purchases by the Company of its own shares may continue during the period prior to, and after, the Class Closure Meetings to consider the Class Closure Resolutions and during the implementation of the Class Closure Options.
1 Latest estimate published on 24 January 2014
2 Annualised volatility is calculated using the weekly NAV returns of BH Global Limited US Dollar Shares from its launch to 31 December 2013. Source: the Manager
3 Sharpe ratio is calculated by using annualised excess weekly NAV return of BH Global Limited US Dollar Shares (over US Federal Funds target rate) divided by the annualised standard deviation of excess returns, since launch to 31 December 2013. Source: the Manager
Partial capital return
The Directors have the discretion every year to offer a partial return of capital to Shareholders in an amount equal to the NAV growth of each class of Shares in the preceding year. In light of the limited NAV appreciation during 2013 (being 2.32 per cent. for the Sterling Share class, 1.79 per cent. for the US Dollar Share class and 1.47 per cent. for the Euro Share class), the Directors do not propose to make a partial capital return in 2014 and intend to focus instead on discount management through market purchases of the Company's shares.
The partial capital return remains a part of the Company's discount management measures and the Directors may decide to offer a partial capital return to Shareholders in 2015 and in subsequent years, assuming that the Company's NAV growth permits it.
Consequences of approval of a Class Closure Resolution
If one or more (but not all) of the Class Closure Resolutions were to be passed, the Company is required by the Articles to offer to holders of the relevant class of shares the ability to elect for the following Class Closure Options:
- (a) to redeem all or some of their shares of the relevant class at a price equal to the Net Asset Value per share of the relevant class of shares calculated at a date chosen by the Directors prior to the date of redemption, less (to the extent that it is not already reflected in such Net Asset Value):
- i. an amount equal to a fraction of the costs and expenses incurred by the Company in relation to or arising from convening the Class Closure Meeting for the relevant class of shares or associated with any alternate class closure arrangements and other outstanding costs and expenses of the Company attributable to the relevant class (including any redemption fees that may be imposed at that time by any underlying investments); and
- ii. an amount equal to a fraction of the proportion of the IPO Offer Costs attributable to the relevant class of shares, calculated on a pro rata basis across all classes of shares in the Company then in issue;
- (b) to convert all or some of their shares into shares of another class, assuming that other class does not also pass a Class Closure Resolution, in accordance with the class conversion provisions set out in the Articles of Incorporation; or
- (c) subject to the class continuing and remaining viable, to remain in the class.
If one or more (but not all) of the Class Closure Resolutions were to be passed on 27 February, a notice of election will be sent to Shareholders of the relevant class(es) to elect for each Class Closure Option. It is expected that Shareholders of the relevant class would be sent these notices of election around 7th March 2014 and would be required to respond by 25th April 2014. The date of the notice of election may be delayed if any Class Closure Meeting is adjourned. Shareholders who do not return the notice of election with their relevant choice indicated or do not make an election in respect of all of their shares by that date will be deemed to have elected for option (c) above, i.e. to remain in the relevant class, in respect of all of their shares or the shares in respect of which they have not made an election, as the case may be.
Elections made by Shareholders in respect of a specific Class Closure Option will be irrevocable once made. Shareholders who elect to redeem their shares will not be able to trade those shares once they have been tendered for redemption. Shareholders who elect to convert their shares into shares of another class would not be able to trade those shares in the period prior to completion of the conversion process.
In assessing the Class Closure Options, Shareholders should note the following points and read the risk factors contained in Part II of this document:
- The price at which shares would be redeemed pursuant to option (a) above are required by the Articles to be calculated on the basis of the NAV for the relevant class of shares as at a specific date, which will be the date on which the underlying investments of the Master Fund are redeemed to fund the payment of the redemption price. A majority of the underlying investments require three months' notice of redemption. Notices of redemption would be given in respect of the appropriate portion of the underlying investments once the number of shares to be redeemed pursuant to the Class Closure Options is known, most probably in late April 2014. This means that the redemption of the underlying investments would be expected to take place in August 2014, at which time the redemption price for the Company's shares would be calculated, with the proceeds of redemption being paid to redeeming Shareholders no later than mid-September 2014. Accordingly, Shareholders will not know the price at which their shares would be redeemed, or receive the proceeds of redemption, for some time after passing of the Class Closure Resolution.
- In determining the price at which the relevant shares would be redeemed, the Articles require that the Company deducts from the applicable NAV figure a fractional amount of the costs of the Class Closure Meeting and the amount payable to the Manager in partial reimbursement of the IPO Offer Costs as a result of the Class Closure Resolution having been passed so that those costs are effectively borne by the shares that are being redeemed. This means that the redemption price received by redeeming Shareholders is expected to be approximately 97 per cent. of the applicable NAV per share figure.
• Shareholders who decide to remain in the relevant class of shares should note that if the remaining number of shares of the relevant class was insufficiently large or not widely enough held to justify its continuation, the Company may (at its option) convert those shares into shares of another continuing class chosen by the Directors in accordance with the Articles of Incorporation. Alternatively, the Company may (at its option) choose to redeem any remaining shares of the relevant class at the same price and on the same terms as the shares that are being redeemed pursuant to option (a) above.
In the event that one or more (but not all) Class Closure Resolutions is passed, the Directors will make no recommendation to Shareholders as to how they should elect in respect of their holdings of the relevant class of shares. Whether Shareholders decide to redeem, convert or retain their shares will depend, among other things, on their view of the Company's prospects and their own individual circumstances, including their tax position. In such case, Shareholders who are in any doubt as to the action they should take should consult an appropriate independent professional adviser.
Winding up
If holders of each class of the Company's shares were to pass Class Closure Resolutions, instead of Shareholders being presented with the Class Closure Options, the Company will be deemed to have passed a special resolution that the Company should be wound up voluntarily in accordance with the Companies Law and the Board will, in accordance with the Articles, be required to take all necessary steps to effect such resolution. These include calling a subsequent meeting of the Company to put resolutions to Shareholders to appoint a liquidator and to fix the terms of appointment for the liquidator.
Once a liquidator had been appointed, the powers of the Directors would cease (unless otherwise sanctioned by the Shareholders or the liquidator) and the liquidator would assume responsibility for the liquidation of the Company and realise the Company's assets and discharge the Company's liabilities and after having done so, distribute any surplus amongst the Shareholders according to their respective entitlements. There can be no certainty as to the timeframe that a liquidation of the Company would take to complete nor the amounts that would be distributed to Shareholders in connection with such a liquidation, although it would most probably be longer than the time period described above for the redemption of shares tendered for redemption pursuant to the Class Closure Options.
Class conversion facility
As announced on 13 December 2013, in light of the Class Closure Resolution process, the Board determined to suspend the class conversion facility following the December 2013 conversion date. Assuming that more than one share class votes against Class Closure Resolutions, the Board expects that the class conversion facility will be reinstated for those classes at the next practicable month-end conversion date, expected to be March 2014, following the Class Closure Meetings. Shareholders will not be permitted to convert into a share class for which a Class Closure Resolution has been passed until the class closure process for that class is complete, assuming that the relevant class remains in existence following that process.
Trail commissions
Trail commissions are currently payable by the Manager to certain investors (or in certain circumstances, to financial intermediaries) who invested in the Company at the time of the Company's initial public offering.
If a Class Closure Resolution is passed, shares that are eligible for trail commissions and that are to be redeemed pursuant to the Class Closure Options or that may be compulsorily redeemed by the Company will continue to be eligible for the commission (notwithstanding that they may have been cancelled) until payment of the proceeds of redemption has been made by the Company. Thereafter, no trail commissions shall be paid on such shares nor will such shares be counted in determining whether a person is eligible for a trail commission.
Class Closure Meetings
The business to be considered at each of the Class Closure Meetings in respect of each of the Euro, US Dollar and Sterling Share classes is contained in the notices convening each Class Closure Meeting on pages 18 to 23 of this document and contains the Class Closure Resolution, which is a special resolution.
Voting
The quorum for each Class Closure 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 Class Closure Resolution to be proposed at each Class Closure Meeting is a special resolution, which requires not less than seventy-five per cent. of the members of that class of shares and duly appointed proxies attending the meeting and voting on a show of hands to vote in favour (excluding any votes that are withheld) or, if a poll is demanded, not less than seventy-five per cent. of the total voting rights cast on the relevant resolution (excluding any votes that are withheld) to be in favour. Each Class Closure Resolution will be conducted by poll.
Action to be taken
You will find enclosed Form(s) of Proxy for use at the relevant Class Closure Meeting(s). Whether or not you intend to attend the relevant Class Closure Meeting(s), you are urged to complete and return the Forms of Proxy as soon as possible. To be valid, the Form(s) of Proxy must be completed and returned in accordance with the instructions printed thereon so as to be received by Computershare Investor Services (Guernsey) Ltd, c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible and, in any event, not later than not later than 48 hours before the time of the relevant Class Closure Meeting on 25 February 2014. The Form(s) of Proxy may also be sent to Computershare Investor Services (Guernsey) Ltd either by fax to +44 (0)870 703 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 each Class Closure Meeting for the classes of shares that you own.
The lodging of a Form of Proxy will not prevent you from attending the relevant Class Closure Meeting and voting in person if you so wish. If you have any queries relating to the completion of the Form(s) of Proxy, please contact the Company's administrator, Northern Trust International Fund Administration Services (Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL on + 44 (0)1481 745 368. Northern Trust International Fund Administration Services (Guernsey) Limited can only provide information regarding the completion of the Forms of Proxy and cannot provide you with investment or tax advice.
Investors owning US Dollar Shares through an account on NASDAQ Dubai who wish to attend the US Dollar Class Closure Meeting or to exercise the voting rights attached to interests in the US Dollar Shares held by them through an account on NASDAQ Dubai at the US Dollar Class Closure Meeting should inform their Dubai broker, bank or custodian that is a business partner in the NASDAQ Dubai CSD at least 10 days before the US Dollar Class Closure Meeting, after which they will receive an attendance ticket and proxy card.
Each Class Closure Meeting will be quorate only if persons holding at least one-third of the issued shares of the relevant class are present at the relevant Class Closure Meeting in person or by proxy. If a Class Closure Meeting is adjourned by reason of lack of quorum, the quorum at the adjourned Class Closure 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 Closure Meeting(s).
Recommendations
The Board has received advice from J.P. Morgan Cazenove and Canaccord Genuity Limited in connection with the Class Closure Resolutions. In providing their respective advice to the Board, J.P. Morgan Cazenove and Canaccord Genuity Limited have taken into account the Board's commercial assessment of the effect of the Class Closure Resolutions.
The Board considers that a vote AGAINST the Class Closure Resolutions to be proposed at each Class Closure Meeting, is in the best interests of Shareholders as a whole.
The Board unanimously recommends Shareholders, as all Directors intend to do so in respect of their own beneficial holdings, to vote AGAINST the Class Closure Resolution to be proposed at each Class Closure Meeting.
Each of J.P. Morgan Cazenove and Canaccord has given and has not withdrawn its written consent to the issue of this document with the references to its respective name in the form and context in which they are included.
You are requested to complete and return the applicable enclosed Form(s) of Proxy without delay, whether or not you intend to attend the relevant Class Closure Meeting(s).
Yours faithfully,
Michael Bunbury Chairman
PART II Risk Factors
The decision to vote for or against a Class Closure Resolution is a matter for each individual Shareholder. However, certain risks (which are not intended to be exhaustive) which Shareholders may wish to take into consideration in considering the Class Closure Resolution are set out below. The Board considers that the risks described below are the material risks related to the Class Closure Resolutions at the date of this document. Shareholders should carefully consider the risk factors set out below (and any other factors they might consider relevant) before deciding whether or not to vote in favour or against any or all of the Class Closure Resolutions.
Whilst the Board considers the risks below to be the material risks related to the Class Closure 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.
- Notwithstanding the Company's redemption and share buy-back powers and other discount management provisions, there is no guarantee that the market price of the shares will fully reflect their underlying Net Asset Value at any time. As with all listed investment company shares, the discount (or premium) to Net Asset Value at which shares trade may fluctuate from day to day, depending on factors such as supply and demand, market conditions and general sentiment. The discount to NAV at which shares of a class currently trade may not reduce, and indeed may increase, whether or not a Class Closure Resolution is passed.
- At the time of voting for or against the relevant Class Closure Resolution, holders of shares of the relevant class may not be aware of the status of the relevant Class Closure Resolutions being voted upon by holders of shares of other classes. Accordingly, Shareholders will not be able to consider whether Class Closure Resolutions with respect to such other classes have been passed or not passed in making their determination of whether to vote for or against the relevant Class Closure Resolution.
- Securities laws in certain overseas jurisdictions, in particular the United States, Canada, Australia and Japan, may prevent certain Shareholders from electing to redeem their shares following the passing of a Class Closure Resolution.
- Redeeming Shareholders will have to wait a considerable period of time before receiving the proceeds of redemption given the notice periods required and the restrictions that may be imposed upon the ability of the Master Fund to redeem its underlying investments, such as restrictions upon the number of investors able to redeem their investments at any particular time (or the time taken to wind up the Master Fund, in the case of a winding up of the Company).
- The redemption of shares by the Company will be conditional on the Company being satisfied that it will, immediately following those redemptions, satisfy the solvency test prescribed by the Companies (Guernsey) Law 2008, as amended. There can be no guarantee that the Company will satisfy the statutory solvency test, in which case the redemptions and payment of the proceeds of redemption may be postponed or terminated.
- The proceeds of redemption payable to redeeming Shareholders will be based on the Net Asset Value per share of the relevant class at a point in the future, less certain expenses, including a portion of the IPO Offer Costs that have been borne by Brevan Howard. There can be no guarantee that the relevant Net Asset Value at such time will be similar to the current Net Asset Value per share of the relevant class or the Net Asset Value of the relevant class at the time that the relevant Class Closure Resolution was passed, nor that the amount realised by a redeeming Shareholder would be as much as the market price of the relevant class of shares either currently, at the time of passing the relevant Class Closure Resolution, at the time of redemption or any time in between those dates.
- The tax treatment of amounts received on redemption of shares by the Company may vary, perhaps significantly, between different types of Shareholders and between Shareholders in different jurisdictions. It is the responsibility of each individual Shareholder to determine what tax treatment would be applicable to the receipt by that Shareholder of the proceeds of redemption.
- If, following implementation of a Class Closure Resolution, the Board determines that the number of shares remaining in a class is insufficient for that class to remain viable, the Board may require either that the remaining shares are compulsorily converted into shares of another class or compulsorily redeemed.
- Shareholders of a particular class that do not pass a Class Closure Resolution will not be offered the ability to redeem all or some of their shares of that class, or (pending reinstatement of the monthly class conversion facility) the ability to convert shares into another class.
BH Global Limited
- If Class Closure Resolutions are passed in respect of each class of the Company's shares, the Articles require that the Board takes steps to arrange for the liquidation of the Company. In this case, Shareholders who wish to remain invested in the Company in respect of all or part of their shareholding would not be able to do so.
- If the Company enters into a winding up process, the listing of the shares of each class may be suspended (and subsequently cancelled) at which point such shares will no longer be capable of being traded. The time period upon which such Shareholders may receive any proceeds from the Company may therefore be further elongated as a result of the winding up and the costs of such winding up which such Shareholders may bear may be significant.
- During the period in which part or all of the Master Fund are being realised to effect a winding up of the Company, the Master Fund may not be managed in a balanced manner, which may mean that it may not achieve its investment objective.
PART III Letter from the Manager
Brevan Howard Capital Management Limited
6th Floor 37 Esplanade St Helier Jersey JE2 3QA Channel Islands
T +44 (0)1534 605400 F +44 (0)1534 605401 www.brevanhoward.com
5th February 2014
Dear Shareholders,
BH Global Limited (the "Company") continues to offer investors unique access to a listed, diversified multi-strategy hedge fund that invests in a broad range of Brevan Howard-managed funds, a number of which are otherwise closed to new investment. These underlying funds provide the Company's shareholders with exposure to a range of strategies including, among others, fixed income, foreign exchange, equity, credit, commodities and emerging markets.
Since its launch in 2008, the Company has produced consistent risk-adjusted net asset value ("NAV") returns that are uncorrelated to equities, credit or duration. The Company provides shareholders with access to Brevan Howard's leading operational, risk and trading platform. We are continuously striving to improve this platform and during 2013 expanded our operations in Jersey, New York and Hong Kong. These additional resources further strengthen Brevan Howard's operational, risk and trading resources globally and provide exciting new opportunities for trading profits and diversification in 2014.
We recognise the ongoing challenges that the Company and all closed-ended listed companies face in managing their discounts. The Company's class closure provisions are an important feature of its wider discount management programme and are intended to narrow the discount by providing an annual opportunity for shareholders to vote to redeem their shares should they trade at a discount to NAV of 10 per cent. or greater. These provisions are supported by the use of market buybacks and, where appropriate, the discretionary annual partial capital return. We welcome the Board's announcement (earlier in this circular) that it intends to make more active use of its buyback powers in 2014.
Following recent consultation with shareholders, we are working to ensure communication with shareholders is kept informative and accessible. Going forward we propose to produce enhanced reporting on a quarterly basis to supplement existing monthly newsletters. We are also working to consolidate and simplify the information available on the Company's website relating to the Company's structure and the underlying funds to make it more easily accessible. These enhancements and our support of the Company's more active use of market buy-backs reflect Brevan Howard's ongoing commitment to the long-term success of the Company.
Despite these measures, we recognise that NAV returns are the key determinant of the price at which the Company's shares trade. Our primary goal will therefore continue to be delivering consistent long-term NAV appreciation, with low volatility, to the Company's shareholders.
Yours faithfully,
Brevan Howard Capital Management Limited as general partner of Brevan Howard Capital Management LP
Past and Comparative Performance Information
IMPORTANT NOTE
The past and comparative performance information contained in this section has been prepared and provided by the Manager. In considering the information set out in this section, Shareholders should bear in mind that past performance is not necessarily indicative of future results and that the Company's shares do not necessarily trade at prices that are related to the prevailing net asset value. The value of investments can go down as well as up. Investors may not get back the amount originally invested and could, in some circumstances, lose all their investment.
The performance characteristics of the Company described in this section relate to the NAV performance of the Company's USD Shares, based on an initial public offering price of USD10 per share. The NAV data is unaudited and net of all investment management fees and all other fees and expenses payable by the Company. The Company's NAV and NAV per share data is provided by Northern Trust International Fund Administration Services (Guernsey) Limited and the NAV per share percentage monthly change calculations are made by the Manager. Unless otherwise indicated, data has been provided as at 31 December 2013.
Shareholders should bear in mind that the Company's shares do not necessarily trade at a price equal to the prevailing NAV per share.
1. The Company's historic NAV and share price performance
The following table compares the Company's historic NAV and share price returns with the HFRI Fund of Funds Composite Index and the FTSE 250 for periods since the launch of the Company in 2008.
| BHG NAV/ share (USD) |
BHG Share Price (USD) |
HFRI Composite |
FTSE 250 (rebased) |
|
|---|---|---|---|---|
| Cumulative return from IPO to 31 December 2013 | 31.2% | 18.2% | 2.9% | 57.8% |
| 2008 Return (Partial year – IPO to 31/12/08) | 1.6% | -31.2% | -18.7% | -37.0% |
| 2009 Return | 14.3% | 53.3% | 11.5% | 46.3% |
| 2010 Return | 1.5% | 0.9% | 5.7% | 24.2% |
| 2011 Return | 4.7% | 9.2% | -5.7% | -12.6% |
| 2012 Return | 4.4% | -0.7% | 4.8% | 22.5% |
| 2013 Return | 1.8% | 2.3% | 8.7% | 28.8% |
BH Global Limited
The following graph shows the historic cumulative NAV and share price performance of the Company, rebased to 100 on 29 May 2008 compared with the HFRI Fund of Funds Composite Index and the FTSE 250.
Source for HFRI Composite and FTSE 250: Bloomberg. HFRI Fund of Funds Composite Index is denominated in USD. FTSE 250 is denominated in GBP. Data for December 2013 is estimated by the Manager.
2. Historical Performance of the Company's USD NAV compared to Global Equities and Government Bonds
| 30/05/2008-31/12/2013 | BHG-USD | SPX | SXXP | MXWD BNDGLB | HFRXGL | SBWGC | |
|---|---|---|---|---|---|---|---|
| ARR | 5.0% | 5.1% | 0.3% | 0.9% | 4.6% | -1.4% | 4.2% |
| Performance | 31.2% | 32.0% | 1.9% | 5.4% | 28.7% | -7.7% | 25.6% |
| Volatility (annualised) | 3.7% | 21.7% | 23.4% | 22.7% | 4.4% | 4.9% | 3.1% |
| Information ratio (annualised performance/ annualised volatility) |
1.3 | 0.2 | 0.0 | 0.0 | 1.1 | -0.3 | 1.4 |
| Correlation of BHG USD to indices | N/A | -11.2% | -8.4% | -6.8% | 5.9% | 18.8% | 15.7% |
| Beta of BHG USD to indices | N/A | -1.9% | -1.3% | -1.1% | 5.0% | 14.3% | 19.0% |
BHG USD = BH Global Limited USD Shares NAV Performance; SPX = S&P 500; SXXP = EuroStoxx 600; MXWD = MSCI World; BNDGLB = Barclays Capital Bond Composite - Global Index. HFRXGL = HFRX Global Hedge Fund Index; SBWGC = Citigroup World Government Bond Index (Hedged) All Maturities USD.
Indices calculations are based on weekly data from Bloomberg. Company calculations made by the Manager based on weekly data from Northern Trust International Fund Administration Services (Guernsey) Limited and otherwise on the Manager's internal estimates. Where no Manager estimate of the Company NAV is available for a given day, the Company NAV for that day is assumed to be the same as the previous day. Data estimated as at 31 December 2013.
The BNDGLB index was discontinued on 28 August 2008 and re-launched on 5 November 2008, accordingly data for the intervening period was not included in the calculations.
- 12-month rolling correlation of hedge fund indices and the Company's NAV with the MSCI World Global Equities Index
Company data calculated by the Manager; data estimated as at 29 November 2013. Indices data from Bloomberg; data as at 29 November 2013. HFRI FoF Composite Index: HFRI Fund of Funds Composite Index. CS HF Index: Credit Suisse Hedge Fund Index.
BH Global Limited
4. Returns during the worst ten months for the S&P 500 since launch of the Company
In the worst performing ten months for equities since launch of the Company, the Company produced positive NAV performance in six of those months.
Company data calculated by the Manager; data estimated as at 31 December 2013. Indices data from Bloomberg; data as at 31 December 2013.
CS HF Index: Credit Suisse Hedge Fund Index. S&P500: Standard and Poor's United States 500 Total return 1988. MSCI World: MSCI Daily TR Gross World USD. CS Tremont Eq L-S: Credit Suisse Long/Short Equity Hedge Fund Index. HFRI FoF Composite Index: HFRI Fund of Funds Composite Index. CS Tremont Global Macro: Credit Suisse Global Macro Hedge Fund Index.
PART IV Definitions
"Articles of Incorporation" or "Articles" means the articles of incorporation of the Company in force from time to time;
"Board" or "Directors" means the board of directors of the Company;
"Brevan Howard" means the Brevan Howard group of affiliated entities;
"Business Day" means any day other than a Saturday, Sunday or public holiday in Guernsey and England and Wales;
"Canaccord" means Canaccord Genuity Limited;
"Circular" means this document;
"Class Closure Meetings" means the Class Closure Meetings for each of the Euro Share, US Dollar Share and Sterling Share classes of the Company to be held on 27 February 2014 from 11.00 a.m. (or any adjournment thereof), notices of which are set out at the end of this document and "Class Closure Meeting" means any one of them;
"Class Closure Options" has the meaning given in that term in Part I of this document;
"Class Closure Resolution" means, in the case of each class of shares, the resolution proposed in accordance with Article 49 of the Articles of Incorporation and contained in the relevant notice of Class Closure Meeting;
"Companies Law" means the Companies (Guernsey) Law 2008, as amended;
"Company" means BH Global Limited;
"Euro Class Closure Meeting" means the meeting of holders of Euro Shares to be held at 11.00 a.m. on 27 February 2014, notice of which is set out at the end of this document;
"Euro Shares" means redeemable ordinary shares of no par value in the Company designated as Euro shares;
"Form(s) of Proxy" means the form(s) of proxy accompanying this document, for use by Shareholders in connection with each Class Closure Meeting, as the context so requires;
"IPO Offer Costs" has the meaning given that term in Part I of this document;
"J.P. Morgan Cazenove" means J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove;
"London Stock Exchange" means London Stock Exchange plc;
"Manager" means Brevan Howard Capital Management LP;
"Master Fund" means Brevan Howard Global Opportunities Master Fund Limited;
"NASDAQ Dubai" means NASDAQ Dubai Limited;
"NASDAQ Dubai CSD" means the Central Securities Depositary of NASDAQ Dubai;
"NAV" or "Net Asset Value" means the value of the assets of the Company less its liabilities as determined in accordance with the Articles of Incorporation;
"NAV Calculation Date" means the last Business Day of each calendar month or such other date or dates as the Board may, in their absolute discretion, determine;
"Registrar" means Computershare Investor Services (Guernsey) Ltd;
"Shareholder" means a holder of Euro Shares, Sterling Shares or US Dollar Shares as the context requires;
"Sterling Class Closure Meeting" means the meeting of holders of Sterling Shares to be held at 11.30 a.m. on 27 February 2014, notice of which is set out at the end of this document;
"Sterling Shares" means redeemable ordinary shares of no par value in the Company designated as Sterling shares;
"US Dollar Class Closure Meeting" means the meeting of holders of US Dollar Shares to be held at 11.15 a.m. on 27 February 2014, notice of which is set out at the end of this document; and
"US Dollar Shares" means redeemable ordinary shares of no par value in the capital of the Company designated as US Dollar Shares.
BH GLOBAL LIMITED
(an authorised closed-ended investment scheme established as a non-cellular company limited by shares under the laws of Guernsey with registration number 48555)
NOTICE OF CLASS CLOSURE MEETING OF HOLDERS OF EURO SHARES
NOTICE is hereby given that a class closure meeting of the holders of the Euro Shares of BH Global Limited (the "Company") will be held at Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL on 27 February 2014 at 11.00 a.m. to consider and, if thought fit, to pass the following resolution which will be proposed as a special resolution:
SPECIAL RESOLUTION
THAT:
Either:
- (a) the Company shall be required to offer to the holders of the Company's Euro Shares the options set out in Article 49.2 of the Company's Articles of Incorporation; or
- (b) in the event that and conditional upon a similar resolution to this resolution being passed by the holders of the Company's US Dollar Shares and Sterling Shares: (i) the Company be and is wound up voluntarily in accordance with section 391(1)(b) of the Companies (Guernsey) Law of 2008, as amended; and (ii) the Directors of the Company be and are authorised to take any and all necessary steps to effect such winding up, including but not limited to calling an extraordinary general meeting of the Company for the purpose of proposing an ordinary resolution to appoint a liquidator to wind up the Company's affairs and to realise and distribute its assets, and to fix the liquidator's remuneration.
By order of the Board Registered Office
P.O. Box 255 Trafalgar Court, Les Banques St Peter Port, Guernsey GY1 3QL
Dated 5th February 2014
Notes:
-
- To have the right to attend and vote at the meeting you must hold Euro Shares in the Company and your name must be entered on the share register of the Company in accordance with note 4 below.
-
- Shareholders entitled to attend and vote at the meeting may appoint one or more proxies (who need not be a Shareholder) to attend, speak and vote on their behalf, provided that if two or more proxies are to be appointed, each proxy must be appointed to exercise the rights attaching to different shares.
-
- To be valid, the relevant instrument appointing a proxy (and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) must be received by the Registrar, Computershare Investor Services (Guernsey) Limited, c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible and, in any event, not later than 11.00 a.m. on 25 February 2014. A Form of Proxy for holders of Euro Shares accompanies this notice. Completion and return of a valid Form of Proxy will not preclude members from attending and voting at the meeting should they wish to do so.
-
- The time by which a person must be entered on the register of members in order to have the right to attend or vote at the meeting is close of business on 25 February 2014. If the meeting is adjourned, the time by which a person must be entered on the register of members in order to have the right to attend or vote at the adjourned meeting is 48 hours before the date fixed for the adjourned meeting. Changes to entries on the register of members after such times shall be disregarded in determining the rights of any person to attend or vote at the meeting.
-
- On a poll each Shareholder will be entitled to one vote per Euro Share held. As at the date of this notice, the Company's issued share capital (excluding shares held in treasury) consisted of 13,151,076 Euro Shares. Therefore, the total Euro Share voting rights for the purpose of the Meeting as at the date of this notice are 13,151,076.
-
- The quorum for the meeting (other than an adjourned meeting) is two persons holding or representing by proxy at least one-third of the issued shares of the Euro Share class.
BH GLOBAL LIMITED
(an authorised closed-ended investment scheme established as a non-cellular company limited by shares under the laws of Guernsey with registration number 48555)
NOTICE OF CLASS CLOSURE MEETING OF HOLDERS OF US DOLLAR SHARES
NOTICE is hereby given that a class closure meeting of the holders of the US Dollar Shares of BH Global Limited (the "Company") will be held at Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL on 27 February 2014 at 11.15 a.m. (or as soon thereafter as the Class Closure Meeting of holders 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 a special resolution:
SPECIAL RESOLUTION
THAT:
Either:
- (a) the Company shall be required to offer to the holders of the Company's US Dollar Shares the options set out in Article 49.2 of the Company's Articles of Incorporation; or
- (b) in the event that and conditional upon a similar resolution to this resolution being passed by the holders of the Company's Euro Shares and Sterling Shares: (i) the Company be and is wound up voluntarily in accordance with section 391(1)(b) of the Companies (Guernsey) Law of 2008, as amended; and (ii) the Directors of the Company be and are authorised to take any and all necessary steps to effect such winding up, including but not limited to calling an extraordinary general meeting of the Company for the purpose of proposing an ordinary resolution to appoint a liquidator to wind up the Company's affairs and to realise and distribute its assets, and to fix the liquidator's remuneration.
By order of the Board Registered Office
P.O. Box 255 Trafalgar Court, Les Banques St Peter Port, Guernsey GY1 3QL
Dated 5th February 2014
Notes:
-
- To have the right to attend and vote at the meeting you must hold US Dollar Shares in the Company and your name must be entered on the share register of the Company in accordance with note 4 below.
-
- Shareholders entitled to attend and vote at the meeting may appoint one or more proxies (who need not be a Shareholder) to attend, speak and vote on their behalf, provided that if two or more proxies are to be appointed, each proxy must be appointed to exercise the rights attaching to different shares.
-
- To be valid, the relevant instrument appointing a proxy (and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) must be received by the Registrar, Computershare Investor Services (Guernsey) Limited, c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible and, in any event, not later than 11.15 a.m. on 25 February 2014. A Form of Proxy for holders of US Dollar Shares accompanies this notice. Completion and return of a Form of Proxy will not preclude members from attending and voting at the meeting should they wish to do so.
-
- The time by which a person must be entered on the register of members in order to have the right to attend or vote at the meeting is close of business on 25 February 2014. If the meeting is adjourned, the time by which a person must be entered on the register of members in order to have the right to attend or vote at the adjourned meeting is 48 hours before the date fixed for the adjourned meeting. Changes to entries on the register of members after such times shall be disregarded in determining the rights of any person to attend or vote at the meeting.
-
- On a poll each Shareholder will be entitled to one vote per US Dollar share held. As at the date of this notice, the Company's issued share capital (excluding shares held in treasury) consisted of 8,515,975 US Dollar Shares. Therefore, the total US Dollar Share voting rights for the purpose of the Meeting as at the date of this notice are 8,515,975.
-
- Investors owning US Dollar Shares through an account on NASDAQ Dubai who wish to attend the US Dollar Class Closure Meeting or to exercise the voting rights attached to interests in the US Dollar Shares held by them through an account on NASDAQ Dubai at the Class Closure Meeting should inform their Dubai broker, bank or custodian that is a business partner in the NASDAQ Dubai CSD at least 10 days before the US Dollar Class Closure Meeting, after which they will receive an attendance ticket and proxy card.
-
- The quorum for the meeting (other than an adjourned meeting) is two persons holding or representing by proxy at least one-third of the issued shares of the US Dollar Share class.
BH GLOBAL LIMITED
(an authorised closed-ended investment scheme established as a non-cellular company limited by shares under the laws of Guernsey with registration number 48555)
NOTICE OF CLASS CLOSURE MEETING OF HOLDERS OF STERLING SHARES
NOTICE is hereby given that a class closure meeting of the holders of the Sterling Shares of BH Global Limited (the "Company") will be held at Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL on 27 February 2014 at 11.30 a.m. (or as soon thereafter as the Class Closure Meeting of holders of the US Dollar 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 a special resolution:
SPECIAL RESOLUTION
THAT:
Either:
- (a) the Company shall be required to offer to the holders of the Company's Sterling Shares the options set out in Article 49.2 of the Company's Articles of Incorporation; or
- (b) in the event that and conditional upon a similar resolution to this resolution being passed by the holders of the Company's Euro Shares and US Dollar Shares: (i) the Company be and is wound up voluntarily in accordance with section 391(1)(b) of the Companies (Guernsey) Law of 2008, as amended; and (ii) the Directors of the Company be and are authorised to take any and all necessary steps to effect such winding up, including but not limited to calling an extraordinary general meeting of the Company for the purpose of proposing an ordinary resolution to appoint a liquidator to wind up the Company's affairs and to realise and distribute its assets, and to fix the liquidator's remuneration.
By order of the Board Registered Office
P.O. Box 255 Trafalgar Court, Les Banques St Peter Port, Guernsey GY1 3QL
Dated 5th February 2014
Notes:
-
- To have the right to attend and vote at the meeting you must hold Sterling Shares in the Company and your name must be entered on the share register of the Company in accordance with note 4 below.
-
- Shareholders entitled to attend and vote at the meeting may appoint one or more proxies (who need not be a Shareholder) to attend, speak and vote on their behalf, provided that if two or more proxies are to be appointed, each proxy must be appointed to exercise the rights attaching to different shares.
-
- To be valid, the relevant instrument appointing a proxy (and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) must be received by the Registrar, Computershare Investor Services (Guernsey) Limited, c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible and, in any event, not later than 11.30 a.m. on 25 February 2014. A Form of Proxy for holders of Sterling Shares accompanies this notice. Completion and return of a Form of Proxy will not preclude members from attending and voting at the meeting should they wish to do so.
-
- The time by which a person must be entered on the register of members in order to have the right to attend or vote at the meeting is close of business on 25 February 2014. If the meeting is adjourned, the time by which a person must be entered on the register of members in order to have the right to attend or vote at the adjourned meeting is 48 hours before the date fixed for the adjourned meeting. Changes to entries on the register of members after such times shall be disregarded in determining the rights of any person to attend or vote at the meeting.
-
- On a poll each Shareholder will be entitled to one vote per Sterling Share held. As at the date of this notice, the Company's issued share capital (excluding shares held in treasury) consisted of 30,033,160 Sterling Shares. Therefore, the total Sterling Share voting rights for the purpose of the Meeting as at the date of this notice are 30,033,160.
-
- The quorum for the meeting (other than an adjourned meeting) is two persons holding or representing by proxy at least one-third of the issued shares of the Sterling Share class.
| All Named Holders | |
|---|---|
| I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting |
|---|
| entitlement* on my/our behalf at the Class Closure Meeting of holders of Euro Shares of BH Global Limited to be held at Trafalgar Court, Les Banques, St Peter |
| Port, Guernsey GY1 3QL on 27 February 2014 at 11.00 am, and at any adjourned meeting. |
All Correspondence to: Computershare Investor Services (Guernsey) Limited c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY
Form of Proxy - Class Closure Meeting to be held on 27 February 2014 - Sterling Shares
To be effective, all proxy appointments must be lodged with the Company's Registrars at: c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 25 February 2014 at 11.30 am.
Explanatory Notes:
- 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
- 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0870 707 4040 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
- 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
- 4. Pursuant to Regulation 41 of the Uncertificated Securities (Guernsey) Regulations 2009, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is 48 hours before the time of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting. If the meeting is adjourned, the time by which a person must be entered on the register of members in order to have the right to attend or vote at the adjourned meeting is 48 hours before the date fixed for the adjourned meeting. Changes to entries on the register of members after such times shall be disregarded in determining the rights of any person to attend or vote at the adjourned meeting.
- 5. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0870 707 4040 to request a change of address form or go to www.investorcentre.co.uk/je to use the online Investor Centre service.
- 6. Any alterations made to this form should be initialled.
- 7. The completion and return of this form will not preclude a member from attending the meeting and voting in person.
Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services (Guernsey) Limited accept no liability for any instruction that does not comply with these conditions.
| All Named Holders | |
|---|---|
Form of Proxy
Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).
I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Class Closure Meeting of holders of Sterling Shares of BH Global Limited to be held at Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL on 27 February 2014 at 11.30 am, and at any adjourned meeting. * For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).
*
Please mark here to indicate that this proxy appointment is one of multiple appointments being made.
Please use a black pen. Mark with an X inside the box as shown in this example.
Vote Withheld
Your attention is drawn to the letter from the Chairman of BH Global Limited which is set out in Part I of the document and which recommends that you vote AGAINST the Class Closure Resolution.
Special Resolution For Against
THAT:
Either:
(a) the Company shall be required to offer to the holders of the Company's Sterling Shares the options set out in Article 49.2 of the Company's Articles of Incorporation; or
(b) in the event that and conditional upon a similar resolution to this resolution being passed by the holders of the Company's Euro Shares and US Dollar Shares: (i) the Company be and is wound up voluntarily in accordance with section 391(1)(b) of the Companies (Guernsey) Law of 2008, as amended; and (ii) the Directors of the Company be and are authorised to take any and all necessary steps to effect such winding up, including but not limited to calling an extraordinary general meeting of the Company for the purpose of proposing an ordinary resolution to appoint a liquidator to wind up the Company's affairs and to realise and distribute its assets, and to fix the liquidator's remuneration.
I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.
Signature Date
In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).
H 4 7 0 5 3 J B H G
All Correspondence to: Computershare Investor Services (Guernsey) Limited c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY
Form of Proxy - Class Closure Meeting to be held on 27 February 2014 - US Dollar Shares
To be effective, all proxy appointments must be lodged with the Company's Registrars at: c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 25 February 2014 at 11.15 am.
Explanatory Notes:
- 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
- 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0870 707 4040 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
- 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
- 4. Pursuant to Regulation 41 of the Uncertificated Securities (Guernsey) Regulations 2009, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is 48 hours before the time of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting. If the meeting is adjourned, the time by which a person must be entered on the register of members in order to have the right to attend or vote at the adjourned meeting is 48 hours before the date fixed for the adjourned meeting. Changes to entries on the register of members after such times shall be disregarded in determining the rights of any person to attend or vote at the adjourned meeting.
- 5. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0870 707 4040 to request a change of address form or go to www.investorcentre.co.uk/je to use the online Investor Centre service.
- 6. Any alterations made to this form should be initialled.
- 7. The completion and return of this form will not preclude a member from attending the meeting and voting in person.
Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services (Guernsey) Limited accept no liability for any instruction that does not comply with these conditions.
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Form of Proxy
Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).
I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Class Closure Meeting of holders of US Dollar Shares of BH Global Limited to be held at Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL on 27 February 2014 at 11.15 am, and at any adjourned meeting. * For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).
*
Please mark here to indicate that this proxy appointment is one of multiple appointments being made.
Please use a black pen. Mark with an X inside the box as shown in this example.
Vote Withheld
Your attention is drawn to the letter from the Chairman of BH Global Limited which is set out in Part I of the document and which recommends that you vote AGAINST the Class Closure Resolution.
Special Resolution For Against
THAT:
Either:
(a) the Company shall be required to offer to the holders of the Company's US Dollar Shares the options set out in Article 49.2 of the Company's Articles of Incorporation; or
(b) in the event that and conditional upon a similar resolution to this resolution being passed by the holders of the Company's Euro Shares and Sterling Shares: (i) the Company be and is wound up voluntarily in accordance with section 391(1)(b) of the Companies (Guernsey) Law of 2008, as amended; and (ii) the Directors of the Company be and are authorised to take any and all necessary steps to effect such winding up, including but not limited to calling an extraordinary general meeting of the Company for the purpose of proposing an ordinary resolution to appoint a liquidator to wind up the Company's affairs and to realise and distribute its assets, and to fix the liquidator's remuneration.
I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.
Signature Date
In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).
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