BH Macro Limited Publication of Prospectus

 
TIDMBHMG TIDMBHMU 
 
THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO 
ANY U.S. 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 is an advertisement and not a prospectus for the purposes of 
the Prospectus Regulation Rules of the Financial Conduct Authority ("FCA") or 
otherwise. Investors should not subscribe for or purchase any securities 
referred to in this announcement except solely on the basis of the information 
contained in the prospectus of BH Macro Limited (together with any 
supplementary prospectus, if relevant) including the risk factors set out 
therein. 
 
                       BH MACRO LIMITED (the "Company") 
 
   (an authorised closed-ended collective investment scheme established as a 
    non-cellular company limited by shares under the laws of Guernsey with 
                          registration number 46235) 
 
                           LEI: 549300ZOFF0Z2CM87C29 
 
                           Publication of Prospectus 
 
Further to its announcement earlier today, the Company confirms the publication 
of a prospectus (the "Prospectus") containing full details of its initial 
placing, intermediaries offer and offer for subscription of ordinary shares of 
no par value in the capital of the Company and subsequent issuance programme. 
 
A copy of the Prospectus will shortly be available for inspection at the 
Company's registered office and website at www.bhmacro.com (subject to certain 
access restrictions) and at the National Storage Mechanism via https:// 
data.fca.org.uk/#/nsm/nationalstoragemechanism. 
 
 
Enquiries 
 
BH Macro 
Richard Horlick 
Chairman 
 
J.P. Morgan Cazenove (Sole Bookrunner) 
William Simmonds / Rupert Budge (Corporate Finance)      Tel: [phone] 
4000 
James Bouverat / Liam MacDonald-Raggett (Sales) 
 
Kepler Partners LLP (Placing Agent & Intermediaries Offer Adviser) 
Hugh van Cutsem Tel: [phone] 
Hugo Rynsard-Perry Tel: [phone] 
 
 
Important Notice 
 
The information contained in this announcement is for background purposes only 
and does not purport to be full or complete. No reliance may be placed by any 
person for any purpose on the information contained in this announcement or its 
accuracy, fairness or completeness. 
 
Investors should not base any financial decision on this announcement. 
Acquiring investments to which this announcement relates may expose an investor 
to a significant risk of losing all of the amount invested. Persons considering 
making investments should consult an authorised person specialising in advising 
on such investments. This announcement does not constitute a recommendation 
concerning the Shares. The value of shares can decrease as well as increase. 
Potential investors should consult a professional advisor as to the suitability 
of the Shares Option for the person concerned. 
 
Nothing contained herein constitutes or should be construed as (i) investment, 
tax, financial, accounting or legal advice (ii) a representation that any 
investment or strategy is suitable or appropriate to individual circumstances 
or (iii) a personal recommendation. 
 
J.P. Morgan Securities plc, which conducts its UK investment banking activities 
as J.P. Morgan Cazenove ("JPMC"), which is authorised by the Prudential 
Regulation Authority and regulated by the Prudential Regulation Authority and 
the FCA in the United Kingdom, is acting exclusively for the Company and no-one 
else in connection with the Initial Issue and the Issuance Programme and the 
Issue and will not be responsible to anyone other than the Company for 
providing the protections afforded to customers of JPMC or for providing advice 
in relation to the Initial Issue and the Issuance Programme, 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. 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. A "US Person" is 
any person who is not a "Non-United States Person" as defined in US Commodity 
Futures Trading Commission Rule 4.7. 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. 
 
None of the Company, the Manager or JPMC or any of their respective affiliates 
accepts any responsibility or liability whatsoever for/or makes any 
representation or warranty, express or implied, as to this announcement, 
including the truth, accuracy or completeness of the information in this 
announcement (or whether any information has been omitted from the 
announcement) or any other information relating to the Company whether written, 
oral or in a visual or electronic form, and howsoever transmitted or made 
available or for any loss howsoever arising from any use of this announcement 
or its contents or otherwise arising in connection therewith. The Company, the 
Manager, JPMC and their respective affiliates accordingly disclaim all and any 
liability whether arising in tort, contract or otherwise which they might 
otherwise have in respect of this announcement or its contents or otherwise 
arising in connection therewith. 
 
This announcement includes statements that are, or may be deemed to be, 
"forward-looking statements". These forward-looking statements can be 
identified by the use of forward-looking terminology, including the terms 
"believes", "estimates", "anticipates", "forecasts", "projects", "expects", 
"intends", "may", "will" or "should" or, in each case, their negative or other 
variations or comparable terminology. These forward-looking statements include 
all matters that are not historical facts. All forward-looking statements 
address matters that involve risks and uncertainties and are not guarantees of 
future performance. Accordingly, there are or will be important factors that 
could cause the Company's actual results of operations, performance or 
achievement or industry results to differ materially from those indicated in 
these statements. Any forward-looking statements in this announcement reflect 
the Company's current views with respect to future events and are subject to 
these and other risks, uncertainties and assumptions relating to the Company's 
operations, results of operations, growth strategy and liquidity. Given these 
uncertainties, prospective investors are cautioned not to place any undue 
reliance on such forward-looking statements. These forward-looking statements 
apply only as of the date of this announcement. 
 
 
Information to distributors 
 
Solely for the purposes of the product governance requirements contained 
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as 
amended ("Directive 2014/65/EU"); (b) Articles 9 and 10 of Commission Delegated 
Directive (EU) 2017/593 supplementing Directive 2014/65/EU; (c) local 
implementing measures; and/or (d) (where applicable to UK investors or UK 
firms) the relevant provisions of the UK MiFID Laws (together the "MiFID II 
Product Governance Requirements"), and disclaiming all and any liability, 
whether arising in tort, contract or otherwise, which any "manufacturer" (for 
the purposes of the MiFID II Product Governance Requirements) may otherwise 
have with respect thereto, the Shares have been subject to a product approval 
process, which has determined that the Shares are: (i) compatible with an end 
target market of retail investors and investors who meet the criteria of 
professional clients and eligible counterparties, each as defined in Directive 
2014/65/EU or the UK MiFID Laws (as applicable) and (ii) eligible for 
distribution through all distribution channels as are permitted by Directive 
2014/65/EU or the UK MiFID Laws, as applicable (the "Target Market 
Assessment"). 
 
Notwithstanding the Target Market Assessment, distributors should note that: 
the price of the Shares may decline and investors could lose all or part of 
their investment; the Shares offer no guaranteed income and no capital 
protection; and an investment in the Shares is compatible only with investors 
who do not need a guaranteed income or capital protection, who (either alone or 
in conjunction with an appropriate financial or other adviser) are capable of 
evaluating the merits and risk of such an investment and who have sufficient 
resources to be able to bear any losses that may result therefrom. The Target 
Market Assessment is without prejudice to the requirements of any contractual, 
legal or regulatory selling restrictions in relation to the Initial Issue. 
Furthermore, it is noted that, notwithstanding any Target Market Assessment, 
JPMC will, pursuant to the Initial Placing, only procure placees who meet the 
criteria of professional clients and eligible counterparties. 
 
For the avoidance of doubt, the Target Market Assessment does not constitute: 
(a) an assessment of suitability or appropriateness for the purposes of 
Directive 2014/65/EU or the UK MiFID Laws (as applicable); or (b) a 
recommendation to any investors or group of investors to invest in, or 
purchase, or take any other action whatsoever with respect to the Shares. 
 
Each distributor is responsible for undertaking its own Target Market 

Assessment in respect of the Shares and determining appropriate distribution 
channels. 
 
PRIIPs Regulation 
 
In accordance with the UK version of the Regulation (EU) No 1286/2014 of the 
European Parliament and of the Council of 26 November 2014 on key information 
documents for packaged retail and insurance-based investment products (PRIIPs) 
and related legislation (the "UK PRIIPs Laws"), key information documents in 
respect of an investment in the Sterling Shares and the US Dollar Shares have 
been prepared by the Manager and are available to investors at www.bhmacro.com. 
 
If you are distributing the Shares, it is your responsibility to ensure that 
the key information document relating to the relevant class of Shares is 
provided to any clients that are "retail clients". The Company is the only 
manufacturer of the Shares for the purposes of the UK PRIIPs Laws or the PRIIPs 
Regulation and JPMC is not a manufacturer for these purposes. JPMC does not 
make any representation, express or implied, or accept any responsibility 
whatsoever for the contents of any key information documents prepared by the 
Manager nor accept any responsibility to update the contents of any key 
information documents in accordance with the UK PRIIPs Laws or the PRIIPs 
Regulation, to undertake any review processes in relation thereto or to provide 
such key information documents to future distributors of Shares. JPMC and its 
affiliates accordingly disclaim all and any liability whether arising in tort 
or contract or otherwise which it or they might have in respect of any key 
information documents prepared by the Manager. 
 
 
 
END 
 
 

(END) Dow Jones Newswires

January 23, 2023 11:00 ET (16:00 GMT)