Result of AGM and Class Meetings

RNS Number : 7823F

BH Macro Limited

20 June 2012

 



BH Macro Limited (the "Company")

(a closed-ended investment company incorporated with limited liability under the laws of Guernsey with registered number 46235)

20 June 2012

Results of Annual General Meeting and Class Meetings

The Board of BH Macro Limited (the "Company") announces that all fourteen resolutions proposed at the Company's annual general meeting held on 18 June 2012 were passed by the required majority on a poll. 

In addition, the resolution proposed at the class meeting of the Company's sterling shares held on 18 June 2012 was passed by the required majority of that class on a poll.

The class meetings of the Company's Euro and US dollar shares also scheduled to be held on 18 June 2012 were not quorate and, in accordance with the provisions of the Company's articles of association, those meetings have been adjourned to the same times and place on 25 June 2012, at which time those members of the relevant class present in person or by proxy shall constitute the quorum.  Proxy forms submitted for the Euro and US dollar class meetings are valid for use at the adjourned meeting and do not need to be resubmitted.

Resolutions 11 and 14 proposed at the annual general meeting, which concerns the authority of the directors to allot and issue shares and the amendment of the Company's articles of association, will become effective only on the passing of the resolutions to be considered at each of the adjourned Euro and US dollar share class meetings.

The proxy votes received on each resolution proposed at the annual general meeting were as follows.  A vote withheld is not a vote in law and has not been counted in the votes for and against a resolution. 

	Ordinary Resolutions	For	Against	Vote Withheld
1.	That the Annual Audited Financial Statements of the Company for the period ended 31 December 2011, together with the Reports of the Directors and Auditors thereon, be received and considered.	37,307,077	2,488,011	719,315
2.	That KPMG Channel Islands Limited be re-appointed as auditors of the Company until the conclusion of the next annual general meeting.	39,166,995	628,093	719,315
3.	That the Board of Directors be authorised to determine the remuneration of the auditors.	39,166,995	628,093	719,315
4.	That Ian Plenderleith be re-elected as a Director of the Company.	38,062,777	0	2,451,628
5.	That Huw Evans be re-elected as a Director of the Company.	39,166,995	628,093	719,315
6.	That Anthony Hall be re-elected as a Director of the Company.	39,166,995	628,093	719,315
7.	That Christopher Legge be re-elected as a Director of the Company.	37,434,682	628,093	2,451,628
8.	That Talmai Morgan be re-elected as a Director of the Company.	37,667,262	395,514	2,451,628
9.	That Stephen Stonberg be re-elected as a Director of the Company.	38,876,669	918,420	719,315
10.	That the Directors' Remuneration Report contained in the Annual Audited Financial Statements of the Company for the period ended 31 December 2011 be approved.	39,795,090	0	719,315
11.	That, subject to the passing of Resolution 14, the Directors be generally and unconditionally authorised to allot and issue, grant rights to subscribe for, or to convert securities into, up to 2,955,442 Euro shares, 10,118,498 US dollar shares and 13,387,992 Sterling shares respectively (being 33.33 per cent. of the shares of each class in issue as at the latest practicable date prior to the date of publication of this document, excluding shares held in treasury) for the period expiring on the date falling fifteen months after the date of passing of this resolution or the conclusion of the next annual general meeting of the Company, whichever is the earlier, save that the Company may before such expiry make an offer or agreement which would or might require shares to be allotted and issued after such expiry and the Directors may allot and issue shares in pursuance of such an offer or agreement as if the authority had not expired.	39,795,090	0	719,315
	Special Resolutions	For	Against	Vote Withheld
12.	That the Company be and is hereby generally and unconditionally authorised in accordance with the Companies (Guernsey) Law, 2008, as amended (the "Companies Law"), to make market acquisitions (as defined in the Companies Law) of each class of its shares (either for the retention as treasury shares for resale or transfer, or cancellation), PROVIDED THAT: a.     the maximum number of shares authorised to be purchased shall be 1,329,195 shares designated as Euro shares, 4,550,743 shares designated as US dollar shares and 6,021,182 shares designated as Sterling shares (being 14.99 per cent. of the shares of each class in issue as at the latest practicable date prior to the date of this notice, excluding shares held in treasury); b.     the minimum price (exclusive of expenses) which may be paid for a share shall be 1 cent for shares designated as Euro shares, 1 cent for shares designated as US dollar shares and 1 pence for shares designated as Sterling shares; c.     the maximum price which may be paid for a share of the relevant class is an amount equal to the higher of: (a) 105 per cent. of the average of the middle market quotations for a share of the relevant class on the relevant market for the five business days immediately preceding the date on which the share is purchased; and (b) the higher of (i) the price of the last independent trade for a share of the relevant class and (ii) the highest current independent bid for a share of the relevant class at the time of purchase; and d.     the authority hereby conferred shall expire at the annual general meeting of the Company in 2013 unless such authority is varied, revoked or renewed prior to such date by a special resolution of the Company in general meeting.	39,235,557	559,532	719,315
13.	That, in accordance with Article 44.3 of the current Articles and, conditional on the passing of Resolution 14, in accordance with Article 6.4 of the amended Articles, the Directors be empowered to allot and issue (or sell from treasury) 886,721 shares designated as Euro shares, 3,035,853 shares designated as US dollar shares and 4,016,799 shares designated as Sterling shares (being 10 per cent. of the shares in issue of each class as at the latest practicable date prior to the date of this notice, excluding shares held in treasury) for cash as if Article 43.1 of the current Articles or Article 6.1 of the amended Articles (as the case may be) did not apply to the allotment and issue (or sale from treasury) for the period expiring on the date falling fifteen months after the date of passing of this resolution or the conclusion of the next annual general meeting of the Company, whichever is the earlier.	38,554,993	1,240,096	719,315
14.	That, conditional on approval of this resolution being obtained at the Class Meetings of each of the Euro, US dollar and Sterling Classes of the Company's shares being held for that purpose, the Memorandum and Articles of the Company are amended in the terms set out in Part III of the notice of Annual General Meeting and Class Meetings of the Company dated 16 May 2012 and set out in the amended Memorandum and Articles of the Company tabled by the Chairman at the Annual General Meeting and Class Meetings and signed by the Chairman for the purposes of identification.	9,379,335	553,640	719,315

The proxy votes received on the resolution proposed at the class meeting of the Sterling shares were as follows:

Special Resolution	For	Against	Vote withheld
THAT the passing of the resolution numbered 14 contained in the notice of the Annual General Meeting and Class Meetings of the Company dated 16 May 2012 be approved.	21,611,023	456,075	526,219

In accordance with Listing Rule 9.6.3, a copy of the Notice has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.hemscott.com/nsm.do 

Enquiries:

Northern Trust International Fund Administration Services (Guernsey) Limited

Rose Toussaint

Tel:              [phone]

Website:    www.bhmacro.com

 

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