Tender Offer and proposed structural change
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 “Companyâ€) has today published a circular (the “Circularâ€) 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 Offerâ€) and proposed changes to the Company’s structure and management agreement (the “Structural Changesâ€) 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 Shareholdersâ€), by J.P. Morgan Securities plc, which conducts its UK investment banking services as J.P. Morgan Cazenove (“J.P. Morgan Cazenoveâ€).
The Circular includes notice of an extraordinary general meeting (“EGMâ€) 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 Date | 22 February 2017 | |
| EGM and Class Meetings | 24 February 2017 | |
| Announcement of results of EGM, Class Meetings and Tender Offer | 24 February 2017 | |
| NAV Determination Date | 31 March 2017 | |
| Effective date for Restructuring (assuming Tender Offer is successful) |
1 April 2017 | |
| Announcement of Final Tender Price for each class of Share | First week of May 2017 | |
| Announcement of repurchase date for successfully tendered Shares | First week of May 2017 | |
| Settlement through CREST/ dispatch of cheques in respect of consideration under the Tender Offer | by 12 May 2017 | |
| 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 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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