THIS ANNOUNCEMENT
INCLUDES INSIDE INFORMATION
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
(an authorised closed-ended
collective investment scheme authorised by the Guernsey Financial
Services Commission and established as a non-cellular company
limited by shares under the laws of the Island of Guernsey with
registration number 46235)
24 February
2017
Results of Tender
Offer and Shareholder Meetings
BH Macro Limited (the “Company”) today announces the results of
its tender offer for up to 100 per cent. of each class of its
issued share capital at a price equivalent to 96 per cent. of net
asset value for the relevant class as at 31
March 2017 (the “Tender Offer”) and the extraordinary
general meeting of the Company (“EGM”) and separate class meetings
of the Company’s shareholders (the “Class Meetings”) regarding the
Tender Offer and the changes to the Company’s structure and
management agreement (the “Structural Changes”) proposed to apply
following the Tender Offer as set out in the circular to
shareholders dated 27 January 2017
(the “Tender Document”).
Valid tenders have been received from shareholders under the
Tender Offer as follows:
Class of shares |
Number of shares of
relevant class validly tendered |
Tenders received as
percentage of shares of class in issue on
22 February 2017
(excluding treasury shares) |
Sterling shares |
9,283,211 |
41.4% |
Euro shares |
624,103 |
42.3% |
US Dollar shares |
6,932,474 |
69.7% |
In aggregate, valid acceptances of the Tender Offer were
received in respect of approximately 48 per cent of the Company’s
shares in issue on the basis of their prevailing net asset value,
which is within the Tender Limit (as described in the Tender
Document) of 66.667 per cent. of shares in issue on the basis of
their prevailing net asset value.
Accordingly, subject to the effectiveness of the shareholder
resolutions proposed at the EGM and the Class Meetings, the Tender
Offer will proceed and the Company will continue for shareholders
who have not chosen to tender all of their shares in the Tender
Offer (holding approximately 52 per cent. of the Company’s shares
in issue on the basis of their prevailing net asset value), with
the Structural Changes (including the lower management fee)
described in the Tender Document applying from 1 April
2017.
The resolutions regarding the Tender Offer and the Structural
Changes were passed unanimously by show of hands at the EGM and the
Class Meeting of the Company’s Sterling shares.
The following proxy appointments were validly made in respect of
the resolutions proposed at the EGM and the Class Meeting of the
Company’s Sterling shares:
EGM – Resolution one (approval of share buy backs pursuant to
Tender Offer)
Number of shares in respect of which proxy appointments were
validly made: 18,137,011
Votes for:
24,546,455 (99.11%)
Votes against:
0
(0%)
Votes withheld: 220,143
(0.89%)
EGM – Resolution two (approval of amendments to articles of
incorporation)
Number of shares in respect of which proxy appointments were
validly made: 18,286,666
Votes
for:
24,766,597 (100%)
Votes against:
0 (0%)
Votes withheld: 0
(0%)
Sterling Class Meeting – Approval of amendment to articles of
incorporation
Number of shares in respect of which proxy appointments were
validly made: 15,195,953
Votes
for:
15,195,953 (100%)
Votes against:
0 (0%)
Votes withheld: 0
(0%)
A vote “withheld” is not a vote in law and is not counted in the
calculation of the proportion of the votes for and against a
resolution.
The Class Meetings for the Company’s Euro and US dollar shares
were inquorate and accordingly have been adjourned until Friday
3 March 2017 starting at 11.15 a.m. at the offices of Northern Trust
International Fund Administration Services (Guernsey) Limited,
Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1
3QL.
The quorum for each of the adjourned Class Meetings will be one
holder of shares of the relevant class present in person or by
proxy. All proxies received in respect of the Euro and US
Dollar Class Meetings will be valid at the adjourned Class
Meetings. All proxies received by the Company to date are in
favour of the resolutions to be proposed at the Class
Meetings. Proxies for the adjourned Class Meetings may be
submitted on or before 11.15 a.m. on
Wednesday 1 March 2017 to the
address provided in the form of proxy.
The resolutions passed at the EGM and the Sterling Class Meeting
will be effective if the resolutions to be proposed at the
adjourned Euro and US Dollar Class Meetings are passed. Once
all resolutions are passed and effective, the Tender Offer and the
Structural Changes will proceed.
If the Tender Offer completes, it is probable that the net asset
value of the Euro share class will fall below the equivalent of
US$25 million following the
redemption of the validly tendered Euro shares. In that
event, as stated in the Tender Document, the Company will convert
the remaining Euro shares into Sterling shares, most probably in
June 2017 following publication of
the final 31 May 2017 net asset
values. The Company will continue its monthly class
conversion facility in the meantime, so holders of Euro shares who
wish to convert their shares into US dollar shares may do so by
electing to convert their shares accordingly. Following
conversion of the remaining Euro Shares, the Company will request
the cancellation of the listing of the Euro shares and shareholders
will no longer be able to request conversion of shares of other
classes into that class.
On the basis that the relevant resolutions are approved at the
adjourned Class Meetings, the expected timetable for implementation
of the Tender Offer and the Structural Changes is set out
below. Shareholders should refer to the Tender Document for
the full terms of the Tender Offer and the Structural
Changes.
Expected timetable
Adjourned Class
Meetings
3 March 2017
Announcement of results of adjourned Class
Meetings
3 March 2017
Assuming adjourned Class Meetings
approve the relevant resolutions:
NAV determination
date
31 March 2017
Effective date for Structural
Changes
1 April 2017
Announcement of final tender
price
First week of May 2017
Announcement of repurchase date for
successfully First week of May 2017
tendered
shares
Settlement through CREST/ dispatch of
cheques
by 12 May 2017
in respect of consideration under the Tender Offer
Effective date for conversion of
remaining
Final week of June 2017
Euro shares into Sterling shares
Enquiries:
Brevan Howard:
Dan Riggs
020 7022 6236
J.P. Morgan Cazenove:
William Simmonds
020 7742 4000
Northern Trust:
Sharon Williams
01481 745436
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, J.P. Morgan Cazenove is acting
as corporate broker to the Company and has no liability or
responsibility to any person or entity other than the Company in
such capacity.
This announcement does not constitute an offer or solicitation
to acquire or sell any securities in the Company.
Notwithstanding the proposals described in this announcement,
there is no guarantee that, following the Tender Offer, the Company
will make any purchases of its own shares or that any class
discontinuation vote will be held. Accordingly, investors
should not expect that they will necessarily be able to realise,
within a period which they would otherwise regard as reasonable,
their investment in the Company, nor can they be certain that they
will be able to realise their investment on a basis that
necessarily reflects the value of the Company’s investment in
Brevan Howard Master Fund Limited.
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