BH Global Limited Investment Management Agreement

 
TIDMBHGG TIDMBHGU 
 
BH Global Limited 
                                (the "Company") 
 
  (a closed-ended collective investment scheme established as a company with 
  limited liability under the laws of Guernsey with registered number 48555) 
 
                           LEI: 549300BIIO4DTKEMXV14 
 
                   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 
 
Enquiries: 
 
Sir Michael Bunbury 
Chairman 
Tel: +44 (0)7836 219051 
 
David Yovichic 
Investec Bank plc 
Tel: +44 (0)20 7597 5970 
 
 
 
 
END

(END) Dow Jones Newswires

February 16, 2021 10:09 ET (15:09 GMT)

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