BH MACRO LTD
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)
27 January 2017
Tender offer and proposed structural changes
Further to the announcement on 29 November 2016, BH Macro Limited (the
"Company") has today published a circular (the "Circular") in respect of a
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 proposed changes to the Company's
structure and management agreement (the "Structural Changes") to apply
following the Tender Offer.
The Tender Offer is being be put forward 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 ("EGM") and
separate class meetings of the Company to be held from 11:30 a.m. on 24
February 2017 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 and the proposed Structural
Changes are conditional upon the Company receiving the consent of shareholders
at the EGM and meetings of the holders of each class of the Company's shares.
The expected timetable for the Tender Offer and proposed Structural Changes is
set out below. Shareholders should note that the relevant dates are now one
month later than the proposed dates set out in the Company's announcement on 29
November 2016.
The terms of the Tender Offer and the proposed Structural Changes otherwise
remain as announced on 29 November 2016. Shareholders should refer to the
Circular for the full terms of the Tender Offer and the proposed Structural
Changes.
Expected timetable
Closing of Tender Offer and Record 22 February 2017
Date
EGM and Class Meetings 24 February 2017
Announcement of results of EGM, Class 24 February 2017
Meetings and Tender Offer
NAV Determination Date 31 March 2017
Effective date for Restructuring 1 April 2017
(assuming Tender Offer is successful)
Announcement of Final Tender Price for First week of May 2017
each class of Share
Announcement of repurchase date for First week of May 2017
successfully tendered Shares
Settlement through CREST/ dispatch of by 12 May 2017
cheques in respect of consideration
under the Tender Offer
Master Fund Redemption Fee applicable 1 April 2017 to 31 March 2019
Class conversion facility
The Company is suspending its monthly class conversion facility but
shareholders should note that shares submitted for conversion in respect of the
February 2017 conversion date may not be tendered in the Tender Offer and
shares that are tendered in the Tender Offer may not be converted on the
February 2017 conversion date. Shareholders should also note that conversion
of any shares submitted for conversion on the January 2017 conversion date may
not be completed in time for those shares to be tendered under the Tender
Offer.
Posting of Circular
The Circular which contains the full terms and conditions of the Tender Offer
and details of the Structural Changes, 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 Eligible
Shareholders.
A copy of the Circular will shortly be available to view on the Company's
website at www.bhmacro.com
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, 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, the Structural Changes 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.
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 the Master Fund.
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
BH Macro : Tender Offer and proposed structural change
January 27, 2017 at 05:12 pm
Share
Share
© PRNewswire - 2017
