REG-BH Macro Limited: Tender Offer

BH MacroAnnouncement

07/06/2021 13:02

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

(a closed-ended investment company incorporated in Guernsey with registration
number 46235)

LEI: 549300ZOFF0Z2CM87C29

2 June 2021

Tender offer

BH Macro Limited (the "Company") has today published a circular (the
"Circular") in respect of a tender offer for up to 40% of each class of its
issued share capital at a price equivalent to 97.8% of the net asset value for
the relevant class as at 30 June 2021 (the "Tender Offer").

The Tender Offer is being made 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 (the
"Extraordinary General Meeting") to be held at 11.00 a.m. on 23 June 2021 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 is  conditional upon the Company receiving the consent
of shareholders at the Extraordinary General Meeting.

The Tender Offer will be funded by the redemption of such portion of the
Company’s investment in Brevan Howard Master Fund Limited (the “Master
Fund”) as is required to pay for the shares validly tendered in the Tender
Offer.  Shares validly tendered in the Tender Offer will not be subject to
the increase in the Company’s management fee and the Master Fund’s
operational services fee approved by shareholders on 29 March 2021 and which
will be effective from 1 July 2021. 

All Eligible Shareholders will be permitted to tender all, part or none of
their respective shareholdings in the Tender Offer. All valid tenders in
respect of up 40% of each Eligible Shareholder’s shareholding of the
relevant class will be accepted in full. Tenders in excess of 40% of a
Eligible Shareholder’s shareholding of the relevant class will be accepted
to the extent that other shareholders tender less than 40% of their respective
shareholdings of the same class, with such excess tenders being satisfied pro
rata in proportion to the amount tendered by each relevant Eligible
Shareholder in excess of 40% of its shareholding of the relevant class.

The expected timetable for the Tender Offer is set out below.  Shareholders
should refer to the Circular for the full terms of the Tender Offer.

Expected timetable

 Closing date of Tender Offer                                                                                      1.00 p.m. on 22 June 2021 
 Record Date for Tender Offer                                                                                      6.00 p.m. on 22 June 2021 
 Extraordinary General Meeting                                                                                    11.00 a.m. on 23 June 2021 
 Results of Tender Offer announced                                                                                              23 June 2021 
 NAV Determination Date (being the date of the NAV on which the tender price for each class of Shares is based)                 30 June 2021 
 Final tender price for each class of Shares announced                                                                       by 26 July 2021 
 Payment of Tender Offer consideration                                                                                       by 30 July 2021 

Class conversion facility

In light of the Tender Offer and the Company’s proposed combination with BH
Global Limited, the Company is suspending the ability for shareholders to
convert shares from one class to another in respect of the May, June and July
2021 share conversion dates. Conversions received in respect of the April 2021
share conversion date will be processed as normal.

Posting of Circular

The Circular which contains the full terms and conditions of the Tender Offer,
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 shareholders.

A copy of the Circular will shortly be available to view on the Company's
website at www.bhmacro.com.

Attendance at the Extraordinary General Meeting

Whilst public and private gatherings (including business meetings such as the
Extraordinary General Meeting) are generally permitted in Guernsey in
accordance with COVID-19 restrictions, anyone travelling to Guernsey must
register their journey and may be required to self-isolate upon arrival.
Accordingly, the Company urges shareholders to vote by proxy and to appoint
the chairman of the meeting as their proxy. If a shareholder appoints someone
else as their proxy, that proxy may not be able to attend the Extraordinary
General Meeting in person nor cast the shareholder’s vote. The vote on the
resolution to be proposed at the Extraordinary General Meeting will be held by
poll, so that all proxy votes are counted. 

The situation regarding COVID-19 continues to change and the States of
Guernsey may relax current restrictions or implement further measures relating
to the holding of general meetings during the affected period. Any changes to
the arrangements for the Extraordinary General Meeting (including any change
to the location of the Extraordinary General Meeting will be communicated to
shareholders before the meeting through the Company’s website at
https://www.bhmacro.com and, where appropriate, by way of a regulatory
information service announcement.

Enquiries:

Richard Horlick
Chairman
William Simmonds
J.P. Morgan Cazenove
020 7742 4000

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 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.

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.



Copyright (c) 2021 PR Newswire Association,LLC. All Rights Reserved