BH Global Limited
(a closed-ended collective investment scheme established as a company with limited liability under the laws of Guernsey with registered number 48555)
Investment Management Agreement - Update
16 February 2021
THIS ANNOUNCEMENT INCLUDES INSIDE INFORMATION
Investment Management Agreement - update
The Board of Directors of BH Global Limited is hereby providing shareholders with an update to the Company’s announcement of 22 January, in which the full text of a letter (the “BH Letter”) from the Company’s Investment Manager, Brevan Howard Capital Management LP, to the Board demanding an increase in its management fees, was set out. By way of recap, the Investment Manager has asked that the fee rate be increased from 1.0 per cent to 2.0 per cent.; and that this increased rate be applied unconditionally to the net asset value of the Company’s shares, removing from the calculation the concepts of Reference Net Asset Value and Base NAV which at present serve to mitigate the effective cost to shareholders.
Following receipt of the BH Letter, the Board has considered the position with the Company’s professional advisers and has sought to continue the fee discussions with the Investment Manager which were in train prior to the receipt of the BH Letter. The Board has also listened to shareholder feedback, and the Directors are grateful for the views that have been shared with them by a number of the Company's shareholders.
The Board has made, in good faith, various proposals to the Investment Manager but the Investment Manager has been unwilling to consider any reasonable alternative to the terms that it put forward in the BH Letter. Given that some shareholders have indicated that they are minded, albeit in most cases reluctantly, to accept the Investment Manager's proposed fee increase, the Board is of the view that shareholders, as a whole, should be given the opportunity to determine whether the new fee arrangements should be accepted. The Board therefore intends to convene an extraordinary general meeting (the “EGM”) to allow shareholders to consider and, if they see fit, approve the changes to the fee arrangements which the Investment Manager is seeking.
The Board is conscious that some shareholders may not want to remain invested in the Company if the new fee arrangements are accepted. Consequently, the Board has been considering how to best facilitate an exit for such dissenting Shareholders, bearing in mind the constraints of the Investment Management Agreement, if the new fee arrangements are indeed approved at the EGM. Again, the Board has made various proposals to the Investment Manager in this regard but, at this stage at least, no agreement has been reached with the Investment Manager regarding a relaxation of the constraints to which the Company is subject under the Investment Management Agreement.
The Board has been advised that the provisions of the Investment Management Agreement permit the Board to consider, and implement, a return of capital for those shareholders who want it. Following the EGM, and if the new fee proposals are approved, the Board will seek to implement such return of capital on the most advantageous terms for shareholders.
A shareholder circular setting out full details of the fee proposals and giving notice of the EGM has been prepared by the Company’s advisers, and is being submitted today to the Financial Conduct Authority for its review. A further announcement will be made by the Company when that circular has been approved and is ready for publication.
Company website: www.bhglobal.com
Sir Michael Bunbury
Tel: +44 (0)7836 219051
Investec Bank plc
Tel: +44 (0)20 7597 5970