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
BH MACRO
LIMITED
(a closed-ended investment company
incorporated in Guernsey with registration number 46235)
LEI: 549300ZOFF0Z2CM87C29
2 June 2021
Tender offer
BH Macro Limited (the "Company") has today published a circular
(the "Circular") in respect of a tender offer for up to 40% of each
class of its issued share capital at a price equivalent to 97.8% of
the net asset value for the relevant class as at 30 June 2021 (the "Tender Offer").
The Tender Offer is being made to the Company's shareholders,
other than certain overseas shareholders (as described further in
the Circular) ("Eligible Shareholders"), by J.P. Morgan Securities
plc, which conducts its UK investment banking services as J.P.
Morgan Cazenove ("J.P. Morgan Cazenove").
The Circular includes notice of an extraordinary general meeting
(the "Extraordinary General Meeting") to be held at 11.00 a.m. on 23 June
2021 at the offices of Northern Trust International Fund
Administration Services (Guernsey) Limited, Trafalgar Court, Les
Banques, St Peter Port, Guernsey GY1 3QL. The Tender Offer is
conditional upon the Company receiving the consent of
shareholders at the Extraordinary General Meeting.
The Tender Offer will be funded by the redemption of such
portion of the Company’s investment in Brevan Howard Master Fund
Limited (the “Master Fund”) as is required to pay for the shares
validly tendered in the Tender Offer. Shares validly tendered
in the Tender Offer will not be subject to the increase in the
Company’s management fee and the Master Fund’s operational services
fee approved by shareholders on 29 March
2021 and which will be effective from 1 July 2021.
All Eligible Shareholders will be permitted to tender all, part
or none of their respective shareholdings in the Tender Offer. All
valid tenders in respect of up 40% of each Eligible Shareholder’s
shareholding of the relevant class will be accepted in full.
Tenders in excess of 40% of a Eligible Shareholder’s shareholding
of the relevant class will be accepted to the extent that other
shareholders tender less than 40% of their respective shareholdings
of the same class, with such excess tenders being satisfied pro
rata in proportion to the amount tendered by each relevant Eligible
Shareholder in excess of 40% of its shareholding of the relevant
class.
The expected timetable for the Tender Offer is set out below.
Shareholders should refer to the Circular for the full terms
of the Tender Offer.
Expected timetable
Closing date of Tender Offer |
1.00 p.m. on 22 June
2021 |
Record Date for Tender Offer |
6.00 p.m. on 22 June
2021 |
Extraordinary General Meeting |
11.00 a.m. on 23 June
2021 |
Results of Tender Offer
announced |
23 June 2021 |
NAV Determination Date (being the
date of the NAV on which the tender price for each class of Shares
is based) |
30 June 2021 |
Final tender price for each class of
Shares announced |
by 26 July 2021 |
Payment of Tender Offer
consideration |
by 30 July 2021 |
Class conversion facility
In light of the Tender Offer and the Company’s proposed
combination with BH Global Limited, the Company is suspending the
ability for shareholders to convert shares from one class to
another in respect of the May, June and July
2021 share conversion dates. Conversions received in respect
of the April 2021 share conversion
date will be processed as normal.
Posting of Circular
The Circular which contains the full terms and conditions of the
Tender Offer, instructions to Eligible Shareholders on how to
tender their shares should they choose to do so, together with the
relevant Tender Forms and Forms of Proxy, is being posted to
shareholders.
A copy of the Circular will shortly be available to view on the
Company's website at www.bhmacro.com.
Attendance at the Extraordinary
General Meeting
Whilst public and private gatherings (including business
meetings such as the Extraordinary General Meeting) are generally
permitted in Guernsey in accordance with COVID-19 restrictions,
anyone travelling to Guernsey must register their journey and may
be required to self-isolate upon arrival. Accordingly, the Company
urges shareholders to vote by proxy and to appoint the chairman of
the meeting as their proxy. If a shareholder appoints someone else
as their proxy, that proxy may not be able to attend the
Extraordinary General Meeting in person nor cast the shareholder’s
vote. The vote on the resolution to be proposed at the
Extraordinary General Meeting will be held by poll, so that all
proxy votes are counted.
The situation regarding COVID-19 continues to change and the
States of Guernsey may relax current restrictions or implement
further measures relating to the holding of general meetings during
the affected period. Any changes to the arrangements for the
Extraordinary General Meeting (including any change to the location
of the Extraordinary General Meeting will be communicated to
shareholders before the meeting through the Company’s website at
https://www.bhmacro.com and, where appropriate, by way of a
regulatory information service announcement.
Enquiries:
Richard Horlick
Chairman
William Simmonds
J.P. Morgan Cazenove
020 7742 4000
Important notices
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 Tender Offer and
will not be responsible to anyone other than the Company for
providing the protections afforded to customers of J.P. Morgan
Cazenove or for providing advice in relation to the Tender Offer or
any other matter referred to herein.
This announcement does not constitute an offer or solicitation
to acquire or sell any securities in the Company. Any acceptance or
other response to the Tender Offer should be made on the basis of
the information contained in the Circular. The Tender Offer will
not be extended into any jurisdiction where to do so may be
unlawful or which may otherwise subject the Company or any other
person to any unduly onerous obligation.
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.