Key Takeaways
- • BH Macro (BHMG), a £1.3bn London-listed Brevan Howard feeder fund, will hold shareholder closure meetings on 19 February 2026 for its sterling and dollar share classes, with proxy voting closing 17 February—marking the second consecutive year such votes have been triggered by share price discounts exceeding 8%.
- • The board recommends shareholders vote against closure resolutions, which require 75% supermajority approval; last year 98% of sterling share voters opposed closure, signaling strong shareholder retention preference.
- • Since its 2007 launch, BH Macro has delivered annualized net asset value growth of 8.2% (sterling shares) and 8.3% (dollar shares) with below-average volatility, positioning the fund as the only London-listed hedge fund of its type.
- • Management maintains the global markets opportunity set remains "compelling" amid shifting political dynamics, reinforcing confidence in the Master Fund's broad positioning despite recent defensive positioning in currency and bond portfolios.
- • If shareholders vote to close both share classes, the 19-year-old feeder fund will be wound up; closure of either class triggers options including buybacks at asset value minus costs (with 12-month redemption timelines from the underlying Master Fund), conversion to alternative share classes, or continued holdings.
Summary
BH Macro has announced closure meetings for its sterling and dollar share classes scheduled for 19 February 2026 in Guernsey, continuing a pattern established in 2025. The trigger mechanism—average share price discounts exceeding 8% during a calendar year—has now activated twice consecutively, prompting the board to increase share buybacks. This represents a structural challenge for the £1.3bn investment company, which remains the only London-listed hedge fund of comparable structure. The circular detailing shareholder voting procedures was published with a proxy voting deadline of 17 February.
The board's recommendation remains clear: shareholders should vote against the special resolutions to close either share class. Last year's sterling share class vote demonstrated strong investor confidence, with 98% voting against closure. Chair Richard Horlick emphasized the fund's core value proposition, highlighting that since inception in 2007, BH Macro has delivered steady, non-correlated returns with annualized growth of 8.2% for sterling shares and 8.3% for dollar shares, both accompanied by below-average volatility relative to comparable strategies.
The derating that precipitated these closure votes followed a significant share issue in 2023, which compressed valuations relative to net asset value and contributed to the discount structure. Management has positioned this cycle as cyclical rather than fundamental, arguing that the opportunity set across global markets remains "compelling" given shifting political dynamics and geopolitical uncertainty. This messaging suggests confidence in the Master Fund's ability to capitalize on market dislocations.
Should shareholders vote to close either share class, multiple exit options have been structured. Shareholders can elect buybacks at asset value minus costs, though redemptions would require approximately 12 months for underlying Brevan Howard Master Fund holdings to be liquidated. Alternative share class conversions remain available, and shareholders may choose to retain holdings in closed share classes. If both share classes receive closure votes, the 19-year-old feeder vehicle would be wound up entirely. The 75% supermajority threshold required for closure resolutions creates a high bar for change, reflecting the company's governance structure and alignment with historical investor preference for continuation.
The board's recommendation remains clear: shareholders should vote against the special resolutions to close either share class. Last year's sterling share class vote demonstrated strong investor confidence, with 98% voting against closure. Chair Richard Horlick emphasized the fund's core value proposition, highlighting that since inception in 2007, BH Macro has delivered steady, non-correlated returns with annualized growth of 8.2% for sterling shares and 8.3% for dollar shares, both accompanied by below-average volatility relative to comparable strategies.
The derating that precipitated these closure votes followed a significant share issue in 2023, which compressed valuations relative to net asset value and contributed to the discount structure. Management has positioned this cycle as cyclical rather than fundamental, arguing that the opportunity set across global markets remains "compelling" given shifting political dynamics and geopolitical uncertainty. This messaging suggests confidence in the Master Fund's ability to capitalize on market dislocations.
Should shareholders vote to close either share class, multiple exit options have been structured. Shareholders can elect buybacks at asset value minus costs, though redemptions would require approximately 12 months for underlying Brevan Howard Master Fund holdings to be liquidated. Alternative share class conversions remain available, and shareholders may choose to retain holdings in closed share classes. If both share classes receive closure votes, the 19-year-old feeder vehicle would be wound up entirely. The 75% supermajority threshold required for closure resolutions creates a high bar for change, reflecting the company's governance structure and alignment with historical investor preference for continuation.
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