BH Global Limited Mgt Fee Reduction & Mgt Agreement Amendments

 
TIDMBHGG TIDMBHGU 
 
THIS ANNOUNCEMENT INCLUDES INSIDE INFORMATION 
 
                               BH Global Limited 
 
  (an authorised closed-ended collective investment scheme authorised by the 
   Guernsey Financial Services Commission and established as a non-cellular 
    company limited by shares under the laws of the Island of Guernsey with 
                          registration number 48555) 
 
                                 12 April 2017 
 
         Management fee reduction and management agreement amendments 
 
The board of directors (the "Board") of BH Global Limited ("BH Global" or the 
"Company") announces that following discussion with the Company's manager, 
Brevan Howard Capital Management LP (the "Manager"), the Company and the 
Manager have agreed a reduction to the Company's management fee from two per 
cent. to one per cent. of the Company's net asset value per annum and other 
amendments to the Company's management agreement (the "Management Agreement"). 
 
The Board believes that the reduction in the management fee is a very positive 
enhancement for investors and a significant affirmation by the Manager of its 
ongoing commitment to the Company.  The Company is grateful to the Manager for 
its constructive help and assistance in agreeing these measures. 
 
With retrospective effect from 1 April 2017: 
 
  * The management fee payable under the Management Agreement will be reduced 
    from two per cent. per annum to one per cent. per annum.  As announced on 
    19 October 2016, no management fee will be payable on any 
    performance-related growth of the Company. 
  * Were the Management Agreement to be terminated by the Company, the 
    management fee would revert to two per cent. of the prevailing net asset 
    value in respect of the notice period, or in respect of any payment in lieu 
    of notice (as is currently the case). 
  * The Company may repurchase or redeem shares of either class in each 
    calendar year, including pursuant to the class closure and annual partial 
    capital return provisions contained in the Company's articles of 
    incorporation (the "Articles"), up to an aggregate number equal to five per 
    cent. of the shares of that class in issue as at 31 December in the prior 
    calendar year (the "Annual Buy Back Allowance") without making any payment 
    to the Manager. 
  * In the event that, in any calendar year, the aggregate number of shares 
    repurchased or redeemed by the Company exceeds the Annual Buy Back 
    Allowance for that class, the Company will be required to pay the Manager 
    an amount equal to two per cent. of the repurchase price of any share that 
    is repurchased or redeemed by the Company in excess of the Annual Buy Back 
    Allowance, including pursuant to the class closure and annual partial 
    capital return provisions contained in the Articles. 
  * In respect of the 2017 calendar year (and taking into account shares that 
    have already been repurchased by the Company since 1 January 2017), the 
    Annual Buy Back Allowance for the Company's Sterling share class will be 
    806,282 Sterling shares and for the US Dollar share class will be 152,269 
    US Dollar shares. 
  * The Board has agreed with the Manager that if, on the last business day in 
    March, June, September or December of any year, the net asset value of the 
    Company were to be below US$300 million (on the basis of the prevailing US 
    Dollar/Sterling exchange rate), the Board would convene a general meeting 
    of the Company's shareholders at which a special resolution proposing the 
    liquidation of the Company would be put forward.  Were the resolution to be 
    passed, the Company would be liquidated and an amount equal to two per 
    cent. of the Company's net asset value (subject to a deduction in respect 
    of any amount of the Annual Buy Back Allowance for the relevant calendar 
    year that remains unused) would be paid to the Manager in addition to any 
    other fees due to the Manager up to the date of termination of the 
    Management Agreement. 
 
These arrangements will become effective on execution of an amendment to the 
Management Agreement, which the Company and the Manager propose to enter into 
as soon as possible. 
 
Commenting on the changes, the Chairman of BH Global, Sir Michael Bunbury, 
said:- 
 
"I am very pleased to be able to report agreement that, with effect from 1 
April 2017, the annual management fee has been halved from two per cent. to one 
per cent.  The annual management fee represents the largest regular expense for 
the Company, and the reduction will result in an annual saving of some US$4.5 
million based on the current size of the Company. 
 
The Company has agreed with the Manager that it may make a partial capital 
return or buy back up to five per cent. of each class of share in each calendar 
year free of a payment to the Manager.  Beyond that five per cent., any 
reduction in the number of shares in each class will trigger a payment to the 
Manager of two per cent. of the repurchase price of such shares.  The directors 
are not recommending any partial capital return in 2017 in respect of the 2016 
NAV increase. 
 
The directors are mindful of the discount to NAV at which the shares have been 
trading recently. The Board considers that the positive enhancement to 
shareholder returns which the reduction in the management fee will bring, 
coupled with the Board's intention to maintain a proactive approach to share 
buybacks, should occasion a re-rating. 
 
Overall the directors are unanimous in their view that this set of changes 
materially enhances the investment proposition for BH Global as a low 
volatility diversifier for portfolio construction.  They look forward to the 
Manager building on the success of 2016 which, as reported in the recently 
published Annual Report, delivered growth of 6.60 per cent. in the NAV per 
share of the Sterling share class." 
 
Enquiries: 
 
Brevan Howard: 
 
Dan Riggs 
 
020 7022 6236 
 
Canaccord Genuity Limited: 
 
David Yovichic 
 
020 7523 8000 
 
J.P. Morgan Cazenove: 
 
William Simmonds 
 
020 7742 4000 
 
Northern Trust: 
 
Sharon Williams 
 
01481 745436 
 
Important notices 
 
Each of Canaccord Genuity Limited ("Canaccord"), which is authorised and 
regulated by the Financial Conduct Authority in the United Kingdom, and 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 matters 
referred to in this announcement and will not be responsible to anyone other 
than the Company for providing the protections afforded to customers of 
Canaccord or J.P. Morgan Cazenove or for providing advice in relation to any 
matter referred to herein. 
 
This announcement does not constitute an offer or solicitation to acquire or 
sell any securities in the Company. 
 
Notwithstanding the proposals described in this announcement, there is no 
guarantee that the Company will make any purchases of its own shares or that 
any liquidation or class discontinuation vote will be held.  Accordingly, 
investors 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 Brevan Howard Multi-Strategy Master Fund Limited. 
 
This announcement is not for distribution in or into the United States, Canada, 
Australia or Japan or any other jurisdiction in which its distribution may be 
unlawful.  This announcement is not an offer of securities for sale in the 
United States or elsewhere.  The securities of the Company have not been and 
will not be registered under the United States Securities Act of 1933, as 
amended (the "Securities Act"), and may not be offered or sold in the United 
States unless registered under the Securities Act or pursuant to an exemption 
from such registration.  The Company has not been and will not be registered 
under the US Investment Company Act of 1940, as amended, and investors are not 
entitled to the benefits of that Act.  There has not been and there will be no 
public offering of the Company's securities in the United States. 
 
END 
 
 
 
END 
 

(END) Dow Jones Newswires

April 12, 2017 04:15 ET (08:15 GMT)