Results of Class Meetings
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)
3 March 2017
Results of Class Meetings
BH Macro Limited (the “Companyâ€) today announces the results of the adjourned class meetings of the Company’s Euro and US Dollar shareholders (the “Class Meetingsâ€) held today.
The resolution proposed at each Class Meeting was passed unanimously. Accordingly, the resolutions passed at the Company’s extraordinary general meeting held on 24 February 2017 are now effective and the Company’s tender offer (the “Tender Offerâ€) and structural changes (the “Structural Changesâ€) described in the circular to shareholders dated 27 January 2017 will proceed on the basis of the expected timetable set out below.
The following proxy appointments were validly made in respect of the resolutions proposed at the Class Meetings:
Euro Class Meeting – Approval of amendment to articles of incorporation
Number of shares in respect of which proxy appointments were validly made: 241,009
Votes for: 241,009 (100%)
Votes against: 0 (0%)
Votes withheld: 0 (0%)
US Dollar Class Meeting – Approval of amendment to articles of incorporation
Number of shares in respect of which proxy appointments were validly made: 2,842,868
Votes for: 2,842,868 (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.
Expected timetable
NAV determination date for Tender Offer 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"), 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 Actâ€), 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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