BH Macro has announced that, following the publication of its final month-end Net Asset Values for 31 December 2024, the class closure resolution procedure contained in its articles of incorporation has been triggered in respect of the year ended 31 December 2024 for both classes of its shares. This is because the average daily closing market price of both classes of shares during 2024 was 8% or more below the average net asset value per share of such class taken over the 12 month-end NAV calculation dates occurring in 2024.

BH Macro is now required to convene a class closure meeting for each class of shares at which a class closure resolution will be proposed, which the company anticipates will be held on or around 18 February 2025. It says that a circular containing notices convening the class closure meetings will be sent to shareholders in due course and that, if passed by the shareholders of the relevant class, the class closure resolution requires the company to make the following options available to such shareholders in respect of their holdings of shares of that class:

(a) to offer all or some of their shares for redemption by the company;

(b) to convert all or some of their shares into shares of the other class of shares; or

(c) to remain in the class, subject as described further below.

Alternatively, if holders of both classes of the company’s shares approve the class closure resolution, the company is required to put in place measures for its winding-up instead of offering the class closure options to shareholders. If a class closure resolution is rejected, no further action is required to be taken in respect of the relevant class of shares. Depending on the share price performance of the relevant class compared to its NAV, the earliest that another class closure resolution may be required to be proposed under the articles of incorporation in relation to that class would be in not less than twelve months’ time, in 2026.