EGM, Tender & Matching Purcha
30 March 2009
Not for release, publication or distribution, in whole or in part, in or into the United States, Canada, Australia or Japan
BH Macro Limited (the 'Company')
Announcement of result of Extraordinary General Meeting and Tender Offer and Matching Purchase Facility tenders and applications
At an extraordinary general meeting of the Company held today a special resolution was duly passed authorising the Company to make market purchases of its shares pursuant to the tender offer described in the circular of the Company dated 9 March 2009 (the 'Circular') for each of the Company's sterling, euro and US dollar share classes (the 'Tender Offer').
On 27 March 2009, the closing date for tenders under the Tender Offer and applications under the accompanying matching purchase facility (the 'Matching Purchase Facility'), valid tenders had been received in respect of the following numbers of shares:
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6,462,322 Euro shares (representing approximately 31.33% of the issued Euro shares of the Company, excluding Euro shares held in treasury). The maximum number of Euro shares to be acquired in the Tender Offer and purchased under the Matching Purchase Facility is 1,547,014 shares.
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26,269,014 US dollar shares (representing approximately 48.66% of the issued US Dollar Shares of the Company excluding US Dollar Shares held in Treasury). The maximum number of US dollar shares to be acquired in the Tender Offer and purchased under the Matching Purchase Facility is 4,074,488 shares.
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1,029,514 Sterling shares (representing approximately 5.08% of the issued Sterling Shares of the Company excluding Sterling Shares held in Treasury). The maximum number of Sterling shares to be acquired in the Tender Offer and purchased under the Matching Purchase Facility is 1,518,591 shares.
All tenders in respect of the Sterling shares, including those in excess of shareholders' basic entitlements, will be satisfied in full. As tenders of US dollar shares and Euro shares have been received in excess of the aggregate basic entitlements for those classes, tenders of shares of those classes in excess of a shareholder's basic entitlement will be subject to pro rata reduction. Further details of the extent to which it is anticipated that applications in excess of the basic entitlement for each class will be scaled back will be announced shortly.
In addition, applications have been received under the Matching Purchase Facility to acquire US$7,151 of US dollar shares at the applicable Tender Price and £30,054 of Sterling shares at the applicable Tender Price. Subject to the terms and conditions of the Matching Purchase Facility, it is expected that these applications under the Matching Purchase Facility will be satisfied in full.
The NAV Determination Date (being the date of the NAVs on which the tender price for each class of share will be based) is 31 March 2009. The tender price for each class of share will be determined by reference to the net asset value of that class of share as at 31 March 2009 and is expected to be announced on 30 April 2009. The results of the Tender Offer and the Matching Purchase Facility are expected to be announced on 1 May 2009.
The Company will file with the UK Listing Authority copies of the resolution passed at today's extraordinary general meeting shortly. These will be available through the Document Viewing Facility which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Tel. 020 7066 1000
Enquiries:
Brevan Howard:
Stephen Stonberg / Paul Dentskevich 0207 022 6200
JPMorgan Cazenove:
Angus Gordon Lennox / William Simmonds 0207 588 2828
Important notices
JPMorgan Cazenove Limited, which is regulated by the Financial Services Authority, is acting for the Company and no-one else in connection with the Tender Offer and the Matching Purchase Facility and will not be responsible to anyone other than the Company for providing the protections afforded to clients of JPMorgan Cazenove Limited or for providing advice in relation to the proposals described in this announcement.
This announcement does not constitute an offer or solicitation to acquire or sell any securities in the Company. The Tender Offer and Matching Purchase Facility are not being 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.
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.
In respect of the Tender Offer and the Matching Purchase Facility, the Company is not required to obtain a licence as a collective investment scheme pursuant to the Dutch Financial Supervision Act (Wet Financieel Toezicht) and the Company is not subject to supervision by the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten).
This information is provided by RNS
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