REG-BH Macro Limited: Result of Initial Issue

BH MacroAnnouncement

13/02/2023 07:15

THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO
ANY US PERSON, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OR ANY OTHER
JURISDICTION IN WHICH ITS DISTRIBUTION MAY BE UNLAWFUL.

THIS ANNOUNCEMENT INCLUDES INSIDE INFORMATION

BH MACRO LIMITED (the “Company”)

(an authorised closed-ended collective investment scheme established as a
non-cellular company limited by shares under the laws of Guernsey with
registration number 46235)

LEI: 549300ZOFF0Z2CM87C29

Result of Initial Issue

Further to its announcement on 23 January 2023, the board of directors (the
“Directors” and, collectively, the “Board”) of BH Macro Limited is
pleased to announce the successful  completion of its initial placing (the
“Placing”), intermediaries offer (the “Intermediaries Offer”) and
offer for subscription (the “Offer for Subscription” and, together with
the Placing and the Intermediaries Offer, the “Initial Issue”) of new
ordinary shares of no par value each in the capital of the Company
(“Shares”) denominated as Sterling shares (the “Sterling Shares”) and
US dollar shares (the “US Dollar Shares”).

A total of 72,378,000 Sterling Shares and 746,400 US Dollar Shares will be
issued in the Initial Issue at a price per Share equal, respectively, to 431.5
pence per Sterling Share and US$4.47 per US Dollar Share, raising gross
proceeds of approximately £315 million. 1  A scale-back exercise has been
undertaken, respecting the principles of soft pre-emption through the
allocation process.

The Company will invest the net proceeds of the Initial Issue (net of
short-term working capital requirements) in Brevan Howard Master Fund Limited,
in accordance with the Company’s investment policy.

A total of 56,078,187 Sterling Shares and 604,881 US Dollar Shares will be
issued pursuant to the Placing, 1,012,060 Sterling Shares and 0 US Dollar
Shares will be issued pursuant to the Intermediaries Offer and 15,287,753
Sterling Shares and 141,519 US Dollar Shares will be issued pursuant to the
Offer for Subscription.

The Shares issued in the Initial Issue will, when issued, be credited as fully
paid and rank pari passu with the existing Shares of the same class in the
capital of the Company.

Application for listing and admission to trading

Application has been made to the Financial Conduct Authority for admission of
72,378,000 Sterling Shares and 746,400 US Dollar Shares to the premium listing
category of the Official List maintained by the Financial Conduct Authority
and to London Stock Exchange plc (the "LSE") for admission to trading of the
Shares on the premium segment of the LSE's Main Market for listed securities
(together, "Admission"). It is expected that Admission will take place on
Wednesday, 15 February 2023 and that dealings in the Shares on the LSE's Main
Market for listed securities will commence at the same time.

As a result of the transaction described above, the Company's issued share
capital from 8.00 a.m. on 15 February 2023 will consist of 374,245,950
Sterling Shares and 28,973,620 US Dollar Shares. The Company holds no Shares
in treasury.

The number of votes each Share in the Company is entitled to on a poll at any
general meeting of the Company was published by the Company on 9 March 2007
and has not changed as a result of the Initial Issue. These are:

US Dollar Share: 0.7606

Sterling Share: 1.4710

Accordingly, from Admission (which is expected to occur at 8.00 a.m. on 15
February 2023), the total number of voting rights in the Company (rounded down
to the nearest whole number) is 572,553,127. The figure of 572,553,127 may be
used by shareholders as the denominator for calculations by which they will
determine if they are required to notify their interest in, or a change to
their interest in the Company, under the FCA's Disclosure and Transparency
Rules.

Director participation

The Board announces that the following Directors have participated in the
Initial Issue for the following amounts:
* Richard Horlick, US$89,400 of US Dollar Shares;
* Caroline Chan £50,000 of Sterling Shares;
* Bronwyn Curtis £100,000 of Sterling Shares;
* John Le Poidevin £90,000 of Sterling Shares; and
* Claire Whittet £35,000 Sterling Shares.
Expected timetable

 Admission and dealings in the Shares issued pursuant to the Initial Issue commence                                                                                                          8.00 a.m. on 15 February 2023 
 Crediting of CREST stock accounts in respect of the Shares issued pursuant to the Initial Issue and payment in full under the Intermediaries Offer                             as soon as practicable on 15 February 2023 
 Where applicable, definitive share certificates despatched in respect of the Shares*                                                                 Week commencing 20 February 2023 (or as soon as possible thereafter) 

* Underlying applicants who apply to intermediaries for Shares under the
Intermediaries Offer will not receive share certificates.

Enquiries
BH Macro
Richard Horlick
Chairman

J.P. Morgan Cazenove (Sole Bookrunner)
William Simmonds / Rupert Budge (Corporate Finance)      Tel: +44 (0) 20
7742 4000
James Bouverat / Liam MacDonald-Raggett (Sales)

Kepler Partners LLP (Placing Agent & Intermediaries Offer Adviser)
Hugh van Cutsem Tel: +44 (0) 203 384 8796
Hugo Rynsard-Perry Tel: +44 (0) 203 598 6460
 

Important Notice

The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed by any
person for any purpose on the information contained in this announcement or
its accuracy, fairness or completeness.

Investors should not base any financial decision on this announcement.
Acquiring investments to which this announcement relates may expose an
investor to a significant risk of losing all of the amount invested. Persons
considering making investments should consult an authorised person
specialising in advising on such investments. This announcement does not
constitute a recommendation concerning the Shares. The value of shares can
decrease as well as increase. Potential investors should consult a
professional advisor as to the suitability of the shares option for the person
concerned.

Nothing contained herein constitutes or should be construed as (i) investment,
tax, financial, accounting or legal advice (ii) a representation that any
investment or strategy is suitable or appropriate to individual circumstances
or (iii) a personal recommendation.

J.P. Morgan Securities plc, which conducts its UK investment banking
activities as J.P. Morgan Cazenove ("JPMC"), which is authorised by the
Prudential Regulation Authority and regulated by the Prudential Regulation
Authority and the FCA in the United Kingdom, is acting exclusively for the
Company and no-one else in connection with the Initial Issue and will not be
responsible to anyone other than the Company for providing the protections
afforded to customers of JPMC or for providing advice in relation to the
Initial Issue, 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. This announcement is not for distribution
in or into the United States or to any US Person, Australia, Canada, Japan,
New Zealand, the Republic of South Africa, any member state of the European
Economic Area or any other jurisdiction in which its distribution may be
unlawful. A “US Person“ is any person who is not a “Non-United States
Person” as defined in US Commodity Futures Trading Commission Rule 4.7. 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.

None of the Company, the Manager or JPMC or any of their respective affiliates
accepts any responsibility or liability whatsoever for/or makes any
representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company whether
written, oral or in a visual or electronic form, and howsoever transmitted or
made available or for any loss howsoever arising from any use of this
announcement or its contents or otherwise arising in connection therewith. The
Company, the Manager, JPMC and their respective affiliates accordingly
disclaim all and any liability whether arising in tort, contract or otherwise
which they might otherwise have in respect of this announcement or its
contents or otherwise arising in connection therewith.

This announcement includes statements that are, or may be deemed to be,
''forward-looking statements''. These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "anticipates", "forecasts", "projects", "expects",
"intends", "may", "will" or "should" or, in each case, their negative or other
variations or comparable terminology. These forward-looking statements include
all matters that are not historical facts. All forward-looking statements
address matters that involve risks and uncertainties and are not guarantees of
future performance. Accordingly, there are or will be important factors that
could cause the Company's actual results of operations, performance or
achievement or industry results to differ materially from those indicated in
these statements. Any forward-looking statements in this announcement reflect
the Company's current views with respect to future events and are subject to
these and other risks, uncertainties and assumptions relating to the Company's
operations, results of operations, growth strategy and liquidity. Given these
uncertainties, prospective investors are cautioned not to place any undue
reliance on such forward-looking statements. These forward-looking statements
apply only as of the date of this announcement.
 

Information to distributors

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended (“Directive 2014/65/EU”); (b) Articles 9 and 10 of Commission
Delegated Directive (EU) 2017/593 supplementing Directive 2014/65/EU; (c)
local implementing measures; and/or (d) (where applicable to UK investors or
UK firms) the relevant provisions of the UK MiFID Laws (together the "MiFID II
Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the MiFID II Product Governance Requirements) may otherwise
have with respect thereto, the Shares have been subject to a product approval
process, which has determined that the Shares are: (i) compatible with an end
target market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined in Directive
2014/65/EU or the UK MiFID Laws (as applicable) and (ii) eligible for
distribution through all distribution channels as are permitted by Directive
2014/65/EU or the UK MiFID Laws, as applicable (the “Target Market
Assessment”).

Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Shares may decline and investors could lose all or part of
their investment; the Shares offer no guaranteed income and no capital
protection; and an investment in the Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser) are capable
of evaluating the merits and risk of such an investment and who have
sufficient resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
Initial Issue. Furthermore, it is noted that, notwithstanding any Target
Market Assessment, JPMC will, pursuant to the Initial Placing, only procure
placees who meet the criteria of professional clients and eligible
counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Directive 2014/65/EU or the UK MiFID Laws (as applicable); or (b) a
recommendation to any investors or group of investors to invest in, or
purchase, or take any other action whatsoever with respect to the Shares.

Each distributor is responsible for undertaking its own Target Market
Assessment in respect of the Shares and determining appropriate distribution
channels.

PRIIPs Regulation

In accordance with the UK version of the Regulation (EU) No 1286/2014 of the
European Parliament and of the Council of 26 November 2014 on key information
documents for packaged retail and insurance-based investment products (PRIIPs)
and related legislation (the “UK PRIIPs Laws”), key information documents
in respect of an investment in the Sterling Shares and the US Dollar Shares
have been prepared by the Manager and are available to investors at
www.bhmacro.com.

If you are distributing the Shares, it is your responsibility to ensure that
the key information document relating to the relevant class of Shares is
provided to any clients that are "retail clients". The Manager is the only
manufacturer of the Shares for the purposes of the UK PRIIPs Laws or the
PRIIPs Regulation and JPMC is not a manufacturer for these purposes. JPMC does
not make any representation, express or implied, or accept any responsibility
whatsoever for the contents of any key information documents prepared by the
Manager nor accept any responsibility to update the contents of any key
information documents in accordance with the UK PRIIPs Laws or the PRIIPs
Regulation, to undertake any review processes in relation thereto or to
provide such key information documents to future distributors of Shares. JPMC
and its affiliates accordingly disclaim all and any liability whether arising
in tort or contract or otherwise which it or they might have in respect of any
key information documents prepared by the Manager.

 1  Based on a US Dollar/Sterling FX spot rate of 1.2113 being the prevailing
rate as at 3.00 p.m. on 10 February 2023, being the latest   practicable
date prior to the date of this Announcement



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