BH Macro Limited - Tender Offer
PR Newswire
London, June 2
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.
