BH Global Limited Scheme of Reconstruction and Winding Up & Circular

 
TIDMBHGG TIDMBHGU 
 
THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO 
ANY US PERSON, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH 
AFRICA, ANY EUROPEAN ECONOMIC AREA STATE OR ANY OTHER JURISDICTION IN WHICH ITS 
DISTRIBUTION MAY BE UNLAWFUL. 
 
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION 
 
BH Global Limited 
 
(a closed-ended collective investment scheme established as a company with 
limited liability under the laws of Guernsey with registered number 48555) 
 
LEI: 549300BIIO4DTKEMXV14 
 
30 June 2021 
 
Scheme of Reconstruction and Winding Up - publication of shareholder circular 
 
Introduction 
 
Further to the announcement of 28 May, in which the Board of BH Global Limited 
("BH Global" or the "Company") confirmed that it had agreed heads of terms with 
the Board of BH Macro Limited ("BH Macro") and Brevan Howard Capital Management 
LP (the "Manager") in respect of the proposed combination of the Company and BH 
Macro by way of a scheme of reconstruction and winding up of the Company (the 
"Scheme"), the BH Global Board announces that is has today published a 
shareholder circular setting out the terms of the Scheme and convening an 
extraordinary general meeting and class meetings of its Shareholders in order 
to consider and, if thought fit, to approve the implementation of the Scheme. 
 
Background 
 
On 12 April 2021, BH Macro announced that its board would welcome the 
opportunity to enter into discussions with the Company regarding their possible 
combination following a request made by BH Macro's largest shareholder, who is 
also a Shareholder of the Company, to each of BH Macro and the Company. The 
Manager, who is the investment manager of both the Company and BH Macro, 
confirmed that it was supportive of discussions taking place and that it would 
help facilitate an agreed combination of the Company and BH Macro. 
 
Following BH Macro's announcement, the Board has been supportive of engaging in 
discussions between the two companies with a view to the creation of a single 
investment vehicle managed by the Manager, noting potential advantages to 
Shareholders of a larger, single vehicle. After consideration, and having 
consulted with the Company's largest Shareholders, the Board decided that such 
proposals could offer benefits both to Shareholders who wished to continue 
their investment in a similar investment company to the Company managed by the 
same manager, and to Shareholders who wished to exit their holdings. The Board 
pursued discussions with BH Macro and the Manager and has now agreed terms for 
the merger of the Company and BH Macro to be effected by way of a scheme of 
reconstruction and liquidation of the Company in which Shareholders (other than 
Restricted Shareholders) are offered a choice between rolling over their Shares 
in the Company into new shares in BH Macro, or alternatively receiving a cash 
exit in the liquidation of the Company (the "Proposals"). Under the Proposals, 
Shareholders (other than Restricted Shareholders) may elect to roll over and/or 
receive cash in respect of some or all of their holdings of Shares. 
 
Shareholders with an aggregate shareholding of approximately 40.0 per cent. of 
the issued Sterling Shares have indicated their support for the Proposals. 
 
The Proposals 
 
Under the Proposals, the Company will enter into a scheme of reconstruction. In 
accordance with the terms of the Scheme, the Company will be placed into 
liquidation at the Extraordinary General Meeting by means of a voluntary 
winding-up pursuant to section 391(1)(b) of the Companies Law. Shareholders 
will be able to elect to receive in exchange for their existing shareholdings 
in the Company: 
 
-      BH Macro Shares of the same currency class and with the same value as 
their holding of Shares on the basis of the relative values of the Residual 
Value per Share of the relevant class (calculated as the NAV of each class of 
Shares less their pro rata contribution to the Outstanding Costs Coverage Fund 
and the Retention Fund) and the NAV per BH Macro Share of the relevant class as 
at the Calculation Date (the "BH Macro Shares Option"); and/or 
 
-      a cash amount equal to 97.8 per cent. of the Residual Value per Share 
multiplied by the number of Shares held by such holder as at the Calculation 
Date, plus an additional amount per Share calculated to offset the impact of 
the increase of the management fee effective from 1 July 2021 to 31 July 2021 
(the "Cash Option"). The remaining amount of the Residual Value per Share (in 
aggregate in respect of all elections (or deemed elections) for the Cash 
Option, the "Transaction Costs Coverage Amount") will be transferred to the 
Liquidation Fund to cover the Transaction Costs. 
 
Benefits of the Proposals 
 
The Directors consider that the Proposals should have the following benefits 
for Shareholders: 
 
(i)            the Proposals afford Shareholders the opportunity to achieve a 
complete cash exit from the Company should they not wish to retain their 
investment in the Company following the imminent increase in the Manager's 
fees. This potentially represents a more attractive liquidity event for 
Shareholders who wish to exit for cash than they may have achieved through the 
tender offer that was previously under consideration, which was to be capped at 
an amount equal to 40 per cent. of the Company's issued share capital; 
 
(ii)           the Proposals allow Shareholders to retain their market exposure 
through another similar investment vehicle managed by the Manager, and in one 
that is likely to be of a larger size than the Company after the entities have 
merged. The increase in the size of the combined vehicle will lead to cost 
savings on a per Share basis, as well as potentially increased liquidity in the 
secondary market; 
 
(iii)          the mechanics of the Scheme are designed with the intention of 
allowing certain Shareholders subject to UK tax to continue to receive 
investment returns without triggering an immediate liability to capital gains 
tax; and 
 
(iv)          the Proposals enable those Shareholders (other than Restricted 
Shareholders) who wish to acquire BH Macro Shares to do so whilst avoiding 
dealing or other costs associated with a share purchase in the secondary 
market. 
 
Details of the Scheme 
 
The Scheme involves a scheme of reconstruction and the voluntary winding-up of 
the Company under section 391(1)(b) of the Companies Law. Subject to the 
satisfaction of the conditions of the Scheme, the Company will be placed into 
voluntary winding-up and the Scheme will take effect. It is expected that the 
Scheme will become effective on the Effective Date (being 19 July 2021). 
 
Each of the Company, the Liquidators, and BH Macro respectively have undertaken 
to enter into the Transfer Agreement and to use their respective reasonable 
endeavours to implement the Scheme in accordance with its terms, provided that 
the conditions of the Scheme are satisfied. 
 
Further details of the Scheme are set out in the appendix to this announcement. 
 
Conditions to the Scheme 
 
The Scheme is conditional upon, amongst other things: 
 
(i)            the passing of all the Resolutions to be proposed at: (a) the 
Sterling Shareholders' Class Meeting; (b) the US Dollar Shareholders' Class 
Meeting; and (c) the Extraordinary General Meeting and all conditions to such 
Resolutions (excluding any condition relating to the passing of any other 
Resolution) being fulfilled; and 
 
(ii)           the Directors not resolving to abandon the Scheme. 
 
In the event that any of the Resolutions is not passed or any other condition 
of the Proposals is not met, the Proposals will not be implemented. In that 
event, the Company will continue as presently constituted and will be subject 
to the terms of the Management Agreement, including as to the management fee 
which increases with effect from 1 July 2021. 
 
The Rollover Vehicle - BH Macro Limited 
 
BH Macro is an authorised closed-ended collective investment scheme 
incorporated in Guernsey with two classes of ordinary shares denominated in 
Sterling and US Dollars, all of which are admitted to the Official List of the 
Financial Conduct Authority and to trading on the main market of the London 
Stock Exchange. Similarly to the Company, BH Macro is a feeder fund which 
invests substantially all of its assets (net of short-term working capital) in 
the ordinary shares of Brevan Howard Master Fund Limited ("BHMF"). 
 
BHMF is an exempted company incorporated with limited liability in the Cayman 
Islands as an open-ended investment company. The investment objective of BHMF 
is to generate consistent long-term appreciation through active leveraged 
trading on a global basis. 
 
The investment policy and portfolio of BHMF bears similarities to the 
investment policy and portfolio of Brevan Howard Multi-Strategy Master Fund 
Limited ("Master Fund"), the entity in which the Company invests substantially 
all of its investable assets in Sterling and US Dollar denominated 'class G' 
shares, and also benefits from the Manager's team of investment professionals. 
BH Macro employs the Manager as its manager to actively manage its assets. 
 
As at the Latest Practicable Date of 29 June 2021, BH Macro had unaudited net 
assets of approximately £562.7 million and a market capitalisation of 
approximately £560.6 million. 
 
The NAV per BH Macro Share in respect of the BH Macro Shares to be issued under 
the Scheme shall not include the amount of any increase in the NAV per BH Macro 
Share resulting from the tender offer made by BH Macro to its shareholders 
which is expected to complete prior to the Calculation Date. 
 
Details of each class of BH Macro Shares which are being offered under the 
Scheme are set out below: 
 
BH Macro Sterling Shares 
 
As at the Latest Practicable Date, the unaudited value of the BH Macro Sterling 
Shares portfolio was approximately £509.4 million and the NAV per BH Macro 
Sterling Share (unaudited) was 3377p. 
 
BH Macro US Dollar Shares 
 

As at the Latest Practicable Date, the unaudited value of the BH Macro US 
Dollar Shares portfolio was approximately USD73.75 million and the NAV per BH 
Macro US Dollar Share (unaudited) was USD35.23. 
 
Costs of the Proposals 
 
The Transaction Costs, being the costs of the Proposals incurred by the Company 
(including all advisers' fees, printing and other ancillary costs of the 
Proposals) are not expected to exceed £750,000 (inclusive of VAT). 
 
BH Macro has undertaken that, to the extent that the Transaction Costs Coverage 
Amount is less than £750,000 or, if lower, the actual Transaction Costs (such 
difference being the "Shortfall"), BH Macro shall pay to the Liquidators, on 
behalf of the Company, an amount in cash equal to the Shortfall (the "BH Macro 
Costs Undertaking"). 
 
In the event that the Proposals do not proceed, each of BH Macro and the 
Company will bear its own fees incurred in connection with the Proposals. 
 
Shareholder Meetings 
 
As described above, the Proposals are conditional on the approval of 
Shareholders which is being sought at the Class Meetings and the Extraordinary 
General Meeting. 
 
At each of the Class Meetings, the holders of the relevant class of Shares will 
be asked to vote on an ordinary resolution to approve the special resolutions 
to be proposed at the Extraordinary General Meeting and to approve any 
variation to the special rights attached to their Shares resulting from the 
amendments to the Articles proposed pursuant to the Proposals. 
 
At the Extraordinary General Meeting resolutions will be proposed which, if 
passed, will: 
 
-      reclassify the Shares to reflect the Elections made or deemed to have 
been made under the Scheme, and amend the Articles of Incorporation of the 
Company for the purposes of implementing the Scheme; 
 
-      authorise the implementation of the Scheme by the Liquidators; and 
 
-      appoint the Liquidators and place the Company into liquidation. 
 
Each of the Resolutions will be proposed as a special resolution. 
 
Dealings in Shares 
 
The Company's Shares will be disabled in CREST at close of business on 15 July 
2021. The latest time for trading in the Shares on the London Stock Exchange 
for normal settlement will be 6.00 p.m. on 13 July 2021. After 6.00 p.m. on 13 
July 2021, dealings for normal settlement will be for cash settlement only and, 
in the case of certificated Shares, will only be registered if documents of 
title are delivered immediately. 
 
If Shareholders dispose of their Shares otherwise than through the London Stock 
Exchange, they must make their own arrangements with the other parties 
concerned as regards entitlements under the Scheme. For the avoidance of doubt, 
the Company's register of members will remain open until the Effective Date. 
 
Settlement of Elections for the Cash Option 
 
Shareholders who wish to receive cash under the Scheme in respect of their 
Shares must choose the Cash Option, otherwise (unless they are Restricted 
Shareholders) they will receive BH Macro Shares. 
 
If the Scheme becomes effective, as soon as practicable following the Final NAV 
Publication Date, the Liquidators shall distribute to Shareholders who have 
chosen the Cash Option the cash amounts due to such Shareholders, with 
entitlements to cash being rounded down to the nearest £0.01 or USD0.01, as 
applicable. 
 
Cheques in respect of the cash due in respect of Elections made and accepted 
for the Cash Option to Shareholders who hold their Shares in certificated form 
are expected to be despatched by the Receiving Agent on behalf of the 
Liquidators in the week commencing 30 August 2021. 
 
Shareholders who hold their Shares in uncertificated form (that is, in CREST) 
will receive payment of the cash amounts due to them during the week commencing 
30 August 2021 through the CREST system. 
 
Any interest accruing on cash balances held by the Liquidators pending 
presentation of cheques by Shareholders who have chosen the Cash Option under 
the Scheme will accrue to the Liquidation Fund. 
 
Dealings and Settlement in BH Macro Shares 
 
Shareholders who wish to receive BH Macro Shares under the Scheme in respect of 
their Shares should choose the BH Macro Shares Option. Shareholders who fail to 
make a valid Election will, unless they are Restricted Shareholders, be deemed 
to have chosen the BH Macro Shares Option in respect of their entire holding. 
Restricted Shareholders or Shareholders who have not complied with BH Macro's 
"know your customer" checks will be deemed to have chosen the Cash Option in 
respect of their entire holding. 
 
Applications will be made by BH Macro to the FCA for the BH Macro Shares to be 
issued pursuant to the Scheme to be admitted to the premium segment of the 
Official List and to the London Stock Exchange for such shares to be admitted 
to trading on the premium segment of the London Stock Exchange's main market 
for listed securities. 
 
If the Scheme becomes effective, the first day of dealings in the BH Macro 
Shares issued under the Scheme is expected to be 26 August 2021. BH Macro 
Shares issued pursuant to the Scheme will rank equally in all respects with 
existing issued shares in BH Macro. 
 
The BH Macro Shares will be in registered form and may be held in either 
certificated or uncertificated form. 
 
Shareholders who hold their Shares in certificated form at the Effective Date 
will receive their BH Macro Shares in certificated form. It is expected that 
share certificates in respect of such BH Macro Shares will be despatched to the 
Shareholders entitled to them during the week commencing 30 August 2021 or as 
soon as practicable thereafter. 
 
Shareholders who hold their Shares in uncertificated form at the Effective Date 
will receive their BH Macro Shares in uncertificated form, although BH Macro 
reserves the right to issue such shares in certificated form. 
 
BH Macro will procure that instructions are given to credit the appropriate 
stock accounts in the CREST system with the relevant entitlements to BH Macro 
Shares in uncertificated form. The stock accounts so credited will be those 
accounts held under the same participant ID and member account ID as those 
appearing in the relevant TTE Instruction. It is expected that CREST stock 
accounts will be credited with the BH Macro Shares on 26 August 2021. 
 
No distributions from the Liquidation Fund 
 
To the extent that any part of the Liquidation Fund is not required to meet the 
Transaction Costs, the balance remaining in the hands of the Liquidators will 
be paid to BH Macro. 
 
Recommendation 
 
The Board, which has received financial advice from Investec Bank plc, 
considers the Proposals to be in the best interests of the Company and 
Shareholders as a whole. In advising the Board, Investec Bank plc has taken 
into account the Board's commercial assessment of the Proposals. Accordingly, 
the Board unanimously recommends that Shareholders vote in favour of all of the 
Resolutions to be proposed at the Class Meetings and the Extraordinary General 
Meeting, as the Directors intend to do in respect of their own beneficial 
holdings amounting, in aggregate, to 19,081 Shares (representing 0.04 per cent. 
of the aggregate voting rights of the Shares). 
 
Expected Timetable 
 
                                                                         2021 
 
Date and time from which it is advised that dealings     6.00 p.m. on 13 July 
in Shares will be for cash settlement only and 
immediate delivery of documents of title 
 
Latest time for receipt of Forms of Election and TTE     1.00 p.m. on 14 July 
Instructions 
from Shareholders 
 
Record Date for participation in the Proposals           6.00 p.m. on 14 July 
 
Trading in Shares suspended                              7.30 a.m. on 15 July 
 
Latest time for receipt of Forms of Proxy from               10.10 a.m. on 15 
Shareholders for                                                         July 
use at the Extraordinary General Meeting 
 
Shares disabled in CREST                                 close of business on 
                                                                      15 July 
 
Sterling Shareholders' Class Meeting                         10.00 a.m. on 19 
                                                                         July 
 
US Dollar Shareholders' Class Meeting                        10.05 a.m. on 19 
                                                                         July 
 
Extraordinary General Meeting                                10.10 a.m. on 19 
                                                                         July 
 
Effective Date                                                        19 July 
 
Shares reclassified to reflect Elections made or                      19 July 
deemed to 
have been made under the Scheme 
 
Calculation Date                                         close of business on 
                                                                      31 July 
 
Date of transfer of Rollover Fund to BH Macro                        1 August 
 
Effective date of redemption of interests in the                     2 August 
Company's shares in the Master Fund pursuant to the 
liquidation of the 
Company and of contribution of the Rollover Fund 
assets to 
BHMF by BH Macro 
 
Final NAV Publication Date and anticipated date of            on or around 25 
publication                                                            August 
of the Residual Values per Share 
 
Admission of BH Macro Shares issued under the Scheme          8.00 a.m. on 26 
and                                                                    August 
dealings in BH Macro Shares commence* 
 
CREST accounts credited with BH Macro Shares issued                 26 August 
under 
the Scheme* 
 
Cheques expected to be despatched and CREST payments       week commencing 30 
made to Shareholders in respect of the Cash Option*                    August 
 
Share certificates in respect of BH Macro Shares           week commencing 30 
issued under                                                           August 

the Scheme expected to be despatched* 
 
* Assuming the Final NAV Publication Date is 25 August 2021. The Settlement 
Date will be on or as soon as practicable following the Final NAV Publication 
Date. 
 
Defined terms in this announcement shall have the same meaning as they have in 
the shareholder circular published by the Company dated 30 June 2021 (the 
"Circular"). 
 
This announcement does not contain all of the information that is contained in 
the Circular.  Shareholders should read the Circular and the prospectus issued 
by BH Macro on 30 June 2021, including the risk factors set out in each such 
document, in full to make informed Elections under the Proposals. 
 
In relation to BH Macro, this announcement is an advertisement and not a 
prospectus and does not constitute an offer of any securities for sale or 
subscription. Investors should not subscribe for the BH Macro Shares referred 
to in this announcement except on the basis of information provided in the BH 
Macro Prospectus (together with any supplementary prospectus, if relevant). 
 
Company website:  www.bhglobal.com 
 
Enquiries: 
 
Sir Michael Bunbury 
 
Chairman 
 
David Yovichic 
 
Investec Bank plc 
Tel: [phone] 
 
 
APPIX - FURTHER DETAILS OF THE SCHEME 
 
Implementation and mechanics of the Scheme 
 
The Scheme involves a scheme of reconstruction and the voluntary winding-up of 
the Company under section 391(1)(b) of the Companies Law. As part of the Scheme 
it is necessary, for technical reasons, to modify the rights attaching to the 
Shares and amend the Articles of Incorporation in order to reorganise the 
Company's share capital to allow the distribution of assets in the manner 
envisaged under the Scheme. This is achieved by reclassifying the Shares into 
separate classes of Reclassified Shares carrying an entitlement to the assets 
comprising the Cash Fund and the Rollover Fund, as appropriate. 
 
A copy of the Articles of Incorporation showing the proposed amendments will be 
available for inspection on the Company's website at https://www.bhglobal.com 
or at the venue for the Class Meetings and the Extraordinary General Meeting, 
being the offices of Northern Trust International Fund Administration Services 
(Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey, from 
the date of this announcement until the close of the Extraordinary General 
Meeting and at the Extraordinary General Meeting for at least 15 minutes prior 
to and during the Extraordinary 
 
General Meeting. Accordingly, subject (among other conditions) to the passing 
of the special resolutions set out in the notice convening the Extraordinary 
General Meeting, the Shares will be reclassified with different rights, 
depending on the Elections made or deemed to be made under the Scheme. 
 
The Scheme is conditional, among other things, upon: 
 
-      the passing of the Resolutions to be proposed at the Class Meetings and 
the Extraordinary 
 
General Meeting (or at any adjournments thereof) and all conditions to the 
Resolutions (excluding any condition relating to the passing of any other 
Resolution) being fulfilled; and 
 
-      the Directors not resolving to abandon the Scheme. 
 
Subject to the satisfaction of the conditions of the Scheme, the Company will 
be placed into voluntary winding-up and the Scheme will take effect. It is 
expected that the Scheme will become effective on the Effective Date. 
 
Each of the Company, the Liquidators, and BH Macro respectively have undertaken 
to enter into the Transfer Agreement and to use their respective reasonable 
endeavours to implement the Scheme in accordance with its terms, provided that 
the conditions of the Scheme are satisfied. 
 
Before any assets are transferred to BH Macro under the Scheme or set aside to 
pay Shareholders who have elected for cash pursuant to the Cash Option, the 
Liquidators shall retain cash and other assets in the Outstanding Costs 
Coverage Fund in an amount estimated by the Administrator in consultation with 
the Liquidators as being an amount sufficient to meet all known and anticipated 
non-transaction liabilities of the Company that are unrelated to the Proposals, 
including, but not limited to, accrued management and performance fees that 
will be due to the Manager to the Calculation Date upon termination of the 
Management Agreement. The Transaction Costs will be paid from the Liquidation 
Fund (as further described below). 
 
In addition, the Liquidators will retain cash and other assets in the Retention 
Fund in an amount which they consider sufficient to provide for all unknown and 
unascertainable liabilities of the Company (including tax and contingent 
liabilities and an amount for unknown and unascertainable liabilities of the 
Company). The retention in respect of all unknown and unascertainable 
liabilities is currently expected to be £50,000. 
 
After provision has been made for the Outstanding Costs Coverage Fund and the 
Retention Fund, the cash, undertaking, assets and other rights of the Company 
shall be appropriated as follows: 
 
-      to the Cash Fund, such cash, undertaking, assets and other rights of the 
Company as shall 
 
equal 97.8 per cent. of the aggregate Residual Value of all Shares with "B1" 
rights and "B2" rights (which are Shares in respect of which Elections have 
been made, or are deemed to have been made, for the Cash Option), plus an 
additional amount per Share with "B1" rights or "B2" rights calculated to 
offset the impact of the increase of the management fee effective from 1 July 
2021 to 31 July 2021; and 
 
-      to the Rollover Fund such cash, undertaking, assets and other rights of 
the Company as shall equal the aggregate Residual Value of all Shares with "A1" 
rights and "A2" rights (which are Shares in respect of which Elections have 
been made, or are deemed to have been made, for BH Macro Shares pursuant to the 
BH Macro Shares Option), in each case calculated as at the Calculation Date. 
 
After provision has been made for the Outstanding Costs Coverage Fund, the 
Retention Fund, the Cash Fund and the Rollover Fund, cash representing the 
Transaction Costs Coverage Amount (being the remainder of the assets referable 
to those Shares in respect of which elections have been made (or deemed to be 
made) for the Cash Option that is not to be paid to Shareholders who have so 
elected (or deemed to have elected)), will be allocated to the Liquidation Fund 
to provide for all Transaction Costs of the Company. The amount of all 
Transaction Costs is currently expected to be no more than £750,000 in 
aggregate; and in the event that the Liquidation Fund is less than £750,000 it 
will be supplemented by the BH Macro Costs Undertaking, if required. 
 
The Rollover Fund and any cash or other assets remaining in the Outstanding 
Costs Coverage Fund and the Liquidation Fund after payment of the relevant 
costs will be transferred to BH Macro pursuant to the terms of the Transfer 
Agreement. In consideration for such transfers, the BH Macro Shares to be 
issued under the Scheme will be allotted to the Liquidators as nominees for 
those Shareholders who have elected or are deemed to have elected for BH Macro 
Shares. The NAV per BH Macro Share in respect of the BH Macro Shares to be 
issued under the Scheme shall not include the amount of any increase in the NAV 
per BH Macro Share resulting from the completion of the tender offer being made 
by BH Macro to its shareholders expected to complete prior to the Calculation 
Date. 
 
The Cash Fund will be used to pay the entitlements of Shareholders (including 
Restricted Shareholders) who have chosen or are deemed to have chosen the Cash 
Option. 
 
Entitlements of Shareholders under the Scheme 
 
In order for an Election to be made validly in respect of any Shares under the 
Scheme, the Shareholder making the Election must be entered in the Register as 
the holder of such Shares on the Record Date. Shareholders can choose to 
receive BH Macro Shares and/or cash in respect of all or part of their holding. 
 
Entitlements of Sterling Shareholders 
 
The entitlement of each Sterling Shareholder who elects (or is deemed to elect) 
for the BH Macro Shares Option will be the Residual Value per Sterling Share 
(which shall be calculated as at the Calculation Date) multiplied by the number 
of Sterling Shares with "A1" rights held. The number of BH Macro Sterling 
Shares which Sterling Shareholders electing for BH Macro Sterling Shares 
(rather than cash) will be entitled to receive will be calculated by 
multiplying the number of Sterling Shares with "A1" rights held by the Residual 
Value per Sterling Share, and dividing the result by the NAV per BH Macro 
Sterling Share as at the Calculation Date. 
 
The entitlement of each Sterling Shareholder who elects (or is deemed to elect) 
for the Cash Option will be 97.8 per cent of the Residual Value per Sterling 
Share, plus an additional amount per Sterling Share calculated to offset the 
impact of the increase of the management fee effective from 1 July 2021 to 31 
July 2021, multiplied by the number of Sterling Shares with "B1" rights held. 
 
In the event that Sterling Shareholders do not return a Form of Election (or 
send a valid TTE Instruction) by 1.00 p.m. on 14 July 2021 or the Form of 
Election is not validly completed, such Sterling Shareholders (except 
Restricted Shareholders, who will be deemed to have chosen the Cash Option in 
respect of all Shares held) will be deemed to have chosen the BH Macro Shares 
Option in respect of their entire holding of Sterling Shares. Where Sterling 
Shareholders have made a valid Election in respect of only part of their 
holding, they will be deemed to have chosen the BH Macro Shares Option for the 
remainder of their holding of Sterling Shares. 
 
Entitlements of US Dollar Shareholders 
 
The entitlement of each US Dollar Shareholder who elects (or is deemed to 
elect) for the BH Macro Shares Option will be the Residual Value per US Dollar 
Share multiplied by the number of US Dollar Shares with "A2" rights held. The 

number of BH Macro US Dollar Shares which BH Macro Shareholders electing for BH 
Macro US Dollar Shares (rather than cash) will be entitled to receive will be 
calculated by multiplying the number of US Dollar Shares with "A2" rights held 
by the Residual Value per US Dollar Share, and dividing the result by the NAV 
per BH Macro US Dollar Share on the Calculation Date. 
 
The entitlement of each US Dollar Shareholder who elects (or is deemed to 
elect) for the Cash Option will be 97.8 per cent of the Residual Value per US 
Dollar Share, plus an additional amount per US Dollar Share calculated to 
offset the impact of the increase of the management fee effective from 1 July 
2021 to 31 July 2021, multiplied by the number of US Dollar Shares with "B2" 
rights held. 
 
In the event that US Dollar Shareholders do not return a Form of Election (or 
send a valid TTE Instruction) by 1.00 p.m. on 14 July 2021 or the Form of 
Election is not validly completed, such US Dollar Shareholders (except 
Restricted Shareholders who will be deemed to have chosen the Cash Option in 
respect of all Shares held) will be deemed to have chosen the BH Macro Shares 
Option in respect of their entire holding of US Dollar Shares. Where US Dollar 
Shareholders have made a valid Election in respect of only part of their 
holding, they will be deemed to have chosen the BH Macro Shares Option for the 
remainder of their holding of US Dollar Shares. 
 
Calculation of Value of the Total Assets 
 
For the purposes of the calculation of the value of the Total Assets when 
appropriating assets to the Outstanding Costs Coverage Fund, the Retention 
Fund, the Cash Fund, the Rollover Fund and the Liquidation Fund and also the 
calculation of the Residual Value, Residual Value per Sterling Share and 
Residual Value per US Dollar Share, the assets of the Company will be valued on 
the basis that: 
 
-      the Company's interests in shares of the Master Fund will be priced 
equal to the final NAVs per share of the Master Fund as at 30 July 2021; and 
 
-      cash and deposits with, or balances at, banks together with all bills 
receivable held by the Company as at the Calculation Date will be valued at par 
(together with interest accrued up to the Calculation Date). Any amount in GBP 
will be converted into USD using such exchange rate as the Liquidators in good 
faith shall consider appropriate. 
 
Notwithstanding the foregoing, the Liquidators, may, in their absolute 
discretion, adopt a method of valuation or permit an alternative method of 
valuation to be used if they, acting in good faith, consider that such 
valuation better reflects the fair value of any asset or security. 
 
For the purposes of the Scheme: 
 
-      the Residual Value shall be the NAV of the Company in USD on the basis 
that the assets of the Company are valued on the basis described above less the 
Outstanding Costs Coverage Fund (to the extent not already represented in the 
NAV of the Company) and the Retention Fund and the Residual Value of each of 
the Sterling Shares and the US Dollar Shares shall be calculated as the NAV of 
each class of Shares (expressed in GBP in the case of the Sterling Shares 
following conversion by reference to the prevailing USD/GBP exchange rate) less 
their pro rata contribution to the Retention Fund; 
 
-      the Residual Value per Sterling Share shall equal the Residual Value of 
Sterling Shares divided by the number of Sterling Shares in issue as at the 
Calculation Date (excluding any Sterling Shares held in treasury); 
 
-      the Residual Value per US Dollar Share shall equal the Residual Value of 
US Dollar Shares divided by the number of US Dollar Shares in issue as at the 
Calculation Date (excluding any US Dollar Shares held in treasury); and 
 
-      the Residual Value per Share is the Residual Value per Sterling Shares 
and/or the Residual Value per US Dollar Shares, as the context permits. 
 
 
 
END 
 
 

(END) Dow Jones Newswires

June 30, 2021 13:15 ET (17:15 GMT)