BH Macro Limited Tender Offer

 
TIDMBHMG TIDMBHMU 
 
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                              30 June 2021 
NAV on which the tender price for each class of 
Shares is based) 
 
Final tender price for each class of Shares                             by 26 July 2021 
announced 
 
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. 
 
 
 
END 
 
 

(END) Dow Jones Newswires

June 02, 2021 09:04 ET (13:04 GMT)