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.