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: +44 (0)20 7597 5970
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
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