BH Global Limited - Proposed combination with BH Macro Limited
PR Newswire
London, May 28
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 INCLUDES INSIDE INFORMATION
BH GLOBAL LIMITED
(a closed-ended investment company incorporated in Guernsey with registration number 48555)
LEI: 549300BIIO4DTKEMXV14
28 May 2021
Proposed combination with BH Macro Limited
Introduction
The Board of BH Global Limited (the "Company" or "BHGG") is pleased to announce that it has agreed heads of terms with the Board of BH Macro Limited ("BHMG") and Brevan Howard Capital Management LP, the manager of both BHGG and BHMG (the "Manager"), in respect of the combination of BHGG with BHMG (the "Combination") to be effected by way of a scheme of reconstruction of BHGG (the "Scheme").
BHMG will be the continuing entity following the Combination and will continue to follow its existing investment policy solely as a feeder fund into Brevan Howard Master Fund Limited (the "BH Master Fund"). Under the Scheme, the Company will be placed into liquidation, with shareholders being offered the option of exchanging their shares for shares of the same currency class of BHMG and/or for cash. The Scheme will replace the proposed tender offer previously announced by the Company for up to 40% of each class of shares in issue.
The Scheme will be subject to the approval of the Company's shareholders at separate class meetings of the Sterling and US Dollar share classes and at an extraordinary general meeting of all shareholders. The largest shareholders of both BHMG and BHGG have signalled their support in principle for the Combination.
BHMG will proceed with its tender offer (the "BHMG Tender Offer") for up to 40% of its shares of each class in issue on the basis previously announced. The BHMG Tender Offer will be completed prior to the Company posting its circular to shareholders relating to the Scheme, to the benefit of those of the Company's shareholders wanting to know the the result of the Tender Offer before they determine whether and to what extent they wish to roll over their shareholdings into BHMG pursuant to the Scheme.
Further details on the Combination
Under the terms of the Scheme, the Company's shareholders will (subject to any applicable regulatory restrictions) be given the option to elect to receive in place of their existing BHGG shares:
(a) BHMG shares of the same currency class and with the same value on the basis of the relative NAVs per share of the relevant class of each company on the effective date of the Combination (the "Share Alternative"); or
(b) a cash amount equal to 97.8% of the NAV per share of each BHGG share held at the effective date of the Combination (the "Cash Alternative").
These figures will not include the costs of the Combination, and the BHMG figures used for the purposes of the Share Alternative will not include any uplift that might otherwise have been created by the BHMG Tender Offer; while BHGG shareholders electing for the Cash Alternative will receive an additional amount per share to offset the impact of the increase in the BHGG management fee which takes effect from 1 July 2021.
The assets of the Company attributable to shares for which Share Alternative elections are made will be transferred to BHMG for investment in the BH Master Fund. Any other assets of the Company remaining after payment of the Cash Alternative and the liabilities and costs of the liquidation of the Company (including the Company's costs in respect of the Scheme), will also be transferred to BHMG, subject to an agreed retention being made by the liquidators in respect of any unknown or unascertainable liabilities of the Company.
The Company will meet its own costs in respect of the Scheme out of those of its assets representing the difference between the payments made in respect of Cash Alternative elections and the net asset value of the shares in respect of which those elections were made. BHMG will meet its costs of the Combination from the uplift delivered from the BHMG Tender Offer and any assets transferred from the Company in excess of those that are invested in the BH Master Fund in respect of shares issued pursuant to the Share Alternative. BHMG has agreed to make a contribution to the Company to cover any shortfall if such assets prove insufficient to meet the Company's budgeted costs (which will depend upon the extent of Cash Alternative elections made by the Company's shareholders). In addition, the Manager has agreed to make a contribution to BHMG in respect of its costs of the Combination (if required) to help ensure that the Combination is not NAV dilutive for continuing shareholders in BHMG, including those of the Company's shareholders who elect for the Share Alternative.
Expected timetables
Subject to the receipt of applicable regulatory and tax approvals, it is anticipated that documentation regarding the Combination (including a BHMG prospectus) will be sent to the Company's shareholders by the end of June 2021 and that, subject to shareholder approvals being obtained, the Combination will be effected prior to the end of August 2021 on the basis of BHGG's and BHMG's respective July 2021 month end NAVs.
A circular in respect of the BHMG Tender Offer will be sent to BHMG shareholders shortly, with the tender period being open during June 2021, the tender prices being calculated by reference to the BHMG June 2021 month end NAVs and the tender consideration being paid prior to the end of July 2021.
Class conversion
In light of the proposed Combination, the Company is suspending its class conversion facility for the months of June and July. Conversion requests received in respect of the May conversion date will be effected.
Enquiries:
Sir Michael Bunbury
Chairman
David Yovichic
Investec Bank plc
020 7597 5970
