Share Conversion Notice

RNS Number : 6206W

BH Macro Limited

12 June 2008

 

For release 12 June 2008

BH Macro Limited

Share Conversion Notice

On 27 June 2007, the shareholders of BH Macro Limited (the 'Company') approved at a general meeting of the Company a proposal to implement a share conversion scheme to provide shareholders with the ability to convert some or all of their shares in the Company of one class into shares of another class ('Share Conversion Scheme').

The next conversion date is 30 June 2008 and thereafter shareholders will be able to convert shares on the last business day of December, March and June and September in each year or such other dates as the directors of the Company (the 'Directors') shall determine from time to time ( a 'Conversion Date').

For the next Conversion Date, notices must therefore be submitted to Computershare (further details are below) by 3.00pm, GMT on 30 June 2008.

Each conversion will be on the basis of the ratio of the net asset value of the class of shares in the Company to be converted ('Original Shares') to the net asset value of the class of shares into which they will be converted ('New Shares') as detailed below. 

For the purposes of the conversion calculation: 

• the Company will use the month end net asset value figures as at each Conversion Date. The Company publishes month end net asset value figures for each class of shares 3 to 4 weeks after the end of the relevant month and therefore investors will be submitting their conversion notice prior to the relevant net asset value figures being ascertained.

• the month end net asset value in the currency of the Original Shares will be converted into the currency of the New Shares using the prevailing spot rate of exchange between the two relevant currencies at close of business on the Conversion Date as quoted on Bloomberg. 

Each conversion will be effected by way of redesignation of shares of one class into shares of another class, or in any such other manner as the Directors may determine. If, as a result of the conversion, the number of New Shares to which a shareholder becomes entitled is more than the number of Original Shares held, additional New Shares will be allotted. Similarly if the number of New Shares to which a shareholder becomes entitled is less than the number of Original Shares held, an appropriate number of Original Shares will be cancelled.

In performing the conversion calculation, fractions of shares will be rounded down. The Directors may also make any adjustments to the net asset value per share of the New Shares or the Original Shares to reflect such amount as they may reasonably determine should be charged to the holder of the Original Shares to meet the costs of conversion. As a result of the above factors:

• the aggregate value of any New Shares received by a shareholder on conversion (taking into account the currency conversion) may be less than the aggregate value of the Original Shares; and

• the aggregate number of votes on a poll at a general meeting of the Company to which a shareholder is entitled in respect of any New Shares may be less than the number of votes to which such shareholder was entitled by the Original Shares.

Shareholders should note that, as the performance fee payable to the manager of the Company is charged on a class by class basis, New Shares may be subject to a different high water mark for the purposes of calculating such fee than applied to the Original Shares. This may be to a Shareholder's disadvantage in certain circumstances (e.g. where the high water mark of the New Shares is lower than the high water mark of the Original Shares). New Shares may also be subject to different administrative costs than the Original Shares as such costs are allocated and charged on a class by class basis.

Shareholders who elect to convert will be unable to deal in the New Shares or the Original Shares in the period between giving notice of conversion and the actual date of conversion, which may be up to 25 business days thereafter. 

Further to their powers under the articles of association of the Company (the 'Articles'), the Directors may, in their absolute discretion, decline to convert shares if they believe that such conversion is not in the best interests of the Company.

CONVERSION INSTRUCTIONS

Shareholders wishing to participate in the Share Conversion Scheme on the 30 June Conversion Date may convert shares of any class into shares of any other class by doing the following no later than 3.00pm on 30 June 2008: 

      (a)   In the case of shares held in uncertificated form, sending a USE message to Computershare Investor Services (Channel Islands
             Limited, using the CREST information provided in Annex 1.

      (b)  In the case of shares held in certificated form, completing Annex 2 of this notice and returning it along with the certificates for the
            shares to be converted to Computershare Investor Services PLC, PO Box 859, The Pavilions, Bridgwater Road, Bristol BS99 1XZ.

The date on which conversion shall take place shall be a date determined by the Directors being not more than 25 business days after 30 June 2008. Converting shareholders will be notified upon the conversion taking place.

This notice is for information only. Any shareholder who is in any doubt whether or not to convert is recommended to contact an independent financial adviser.

Please follow link below to view Annex 1 - USE instructions for conversions and Annex 2 - Share conversion instructions for certificated shareholdings. 

http://www.rns-pdf.londonstockexchange.com/rns/6206W_-2008-6-12.pdf

 

END

 

 

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