BHMG Bh Macro Limited

 
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 
 
                 THIS ANNOUNCEMENT INCLUDES INSIDE INFORMATION 
 
                               BH MACRO LIMITED 
 
 (a closed-ended investment company incorporated in Guernsey with registration 
                                 number 46235) 
 
                           LEI: 549300ZOFF0Z2CM87C29 
 
28 May 2021 
 
                  Proposed combination with BH Global Limited 
 
Introduction 
 
The Board of BH Macro Limited (the "Company" and "BHMG") is pleased to announce 
that it has agreed heads of terms with the Board of BH Global Limited ("BHGG") 
and Brevan Howard Capital Management LP, the manager of both BHMG and BHGG (the 
"Manager") in respect of the combination of BHMG with BHGG (the "Combination") 
to be effected by way of a scheme of reconstruction of BHGG (the "Scheme"). 
 
BHMG will be the continuing entity following the Combination and will continue 
to follow its existing investment policy solely as a feeder fund into Brevan 
Howard Master Fund Limited (the "Master Fund"). 
 
The Scheme will be subject to the approval of BHGG's shareholders. The largest 
shareholders of both BHMG and BHGG have signalled their support in principle 
for the Combination. 
 
Under the Scheme, BHGG shareholders will be offered the option of exchanging 
their shares for shares of the same currency class of BHMG or to receive a cash 
payment. The Scheme will replace the proposed tender offer previously announced 
by BHGG for up to 40% of each class of BHGG shares in issue (excluding treasury 
shares). 
 
BHMG will proceed with its tender offer (the "BHMG Tender Offer") for up to 40% 
of its shares of each class in issue (excluding treasury shares) on the basis 
previously announced. The BHMG Tender Offer will be completed prior to 
implementation of the Scheme. 
 
The Board of BHMG believes that BHMG shareholders should benefit from the 
Combination on the basis that, subject also to the outcome of the BHMG Tender 
Offer, BHMG should be enlarged by the Combination, allowing BHMG's fixed costs 
to be spread over a larger cost base, alongside improving liquidity and aiding 
marketing in respect of BHMG's shares. 
 
Further details on the Combination 
 
Pursuant to the Scheme, BHGG shareholders will (subject to any applicable 
regulatory restrictions) be given the option to elect to receive in place of 
their existing BHGG shares: 
 
(a)        BHMG shares of the same currency class and with the same value on 
the basis of the relative NAVs per share of the relevant class of each company 
on the effective date of the Combination (the "Share Alternative"); or 
 
(b)        a cash amount equal to 97.8% of the NAV per share of each BHGG share 
held at the effective date of the Combination (the "Cash Alternative"). 
 
These figures will not include the costs of the Combination and the BHMG 
figures will not include any uplift that may otherwise have been created by the 
BHMG Tender Offer. BHGG shareholders electing for the Cash Alternative will 
also receive an additional amount per share to offset the impact of the 
increase of the BHGG management fee effective from 1 July 2021. 
 
The assets of BHGG attributable to shares for which Share Alternative elections 
are made will be transferred to the Company for investment in the Master Fund. 
Any other assets of BHGG remaining after payment of the Cash Alternative and 
the liabilities and costs of the liquidation of BHGG (including BHGG's costs in 
respect of the Scheme) will also be transferred to the Company, subject to an 
agreed retention being made by the liquidators in respect of any unknown or 
unascertainable liabilities of BHGG. 
 
BHGG will meet its costs of the Combination out of those of its assets 
representing the difference between the payments made in respect of Cash 
Alternative elections and the net asset value of the shares in respect of which 
those elections were made. The Company has also agreed to make a contribution 
to BHGG to cover any shortfall if such assets prove insufficient to meet BHGG's 
budgeted costs (which will depend upon the extent of Cash Alternative elections 
made by BHGG's shareholders). 
 
The Company will meet its costs of the Combination from the uplift delivered 
from the BHMG Tender Offer and any assets transferred from BHGG in excess of 
those that are invested in the Master Fund in respect of shares issued pursuant 
to the Share Alternative.  In addition, the Manager has agreed to make a 
contribution to the Company in respect of its costs of the Combination if 
required to help ensure that the Combination is not NAV dilutive for continuing 
shareholders. 
 
Expected timetables 
 
Subject to the receipt of applicable regulatory and tax approvals, it is 
anticipated that documentation regarding the Combination will be sent to BHGG 
shareholders by the end of June 2021 and, subject to BHGG shareholder approval 
being obtained, the Combination will be effected prior to the end of August 
2021 on the basis of BHMG's and BHGG's respective July 2021 month end NAVs. 
 
A circular in respect of the BHMG Tender Offer will be sent to BHMG 
shareholders shortly, with the tender period being open during June 2021, the 
tender prices being calculated by reference to the BHMG June 2021 month end 
NAVs and the tender consideration being paid prior to the end of July 2021. 
 
Enquiries: 
 
Richard Horlick 
Chairman 
 
William Simmonds 
J.P. Morgan Cazenove 
 
020 7742 4000 
 
Edward Berry / Josh Sarson 
FTI Consulting 
 
07703 330 199 / 0755 499 1072 
 
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 Combination, 
the BHMG 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 Combination, the BHMG 
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. 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 
 
 

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