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 (the "Company")
(a closed-ended investment company incorporated in Guernsey
with registration number 46235)
Tender Offer and Suspension of Class Conversions
5 April 2016
The Company announces that it proposes to make a tender offer (the "Tender Offer") to shareholders to acquire up to 25 per cent. of the issued shares of each class of the Company.
The Company is making the Tender Offer in order to provide shareholders with an opportunity for more liquidity than is offered by on-market purchases by the Company of its own shares.
The purpose of the Tender Offer will be to permit those Shareholders who wish to realise some (or possibly all) of their investment in the Company to do so, subject to the terms of the Tender Offer and the extent to which Shareholders of each class of Shares tender their Shares. The Tender Offer should also offer potential enhancements to the Company's net asset value for Shareholders who remain invested in the Company following its implementation.
Details and the full terms of the Tender Offer will be included in a circular to shareholders expected to be posted later this month (the "Circular"). The Tender Offer will be subject to shareholder approval and other customary conditions. The Circular will also include a notice of extraordinary general meeting to be held in May for the purpose of approving the Tender Offer.
The Tender Offer will be open for acceptance by shareholders in May 2016. It will be priced on the basis of the 31 May 2016 net asset values for the Company's shares and the proceeds of the Tender Offer are expected to be paid to validly tendering shareholders in early July 2016.
The Company anticipates that the Tender Offer will be priced so that tendering shareholders may choose to tender their shares for repurchase at one or more incremental Tender Prices (the "Tender Price Increments"):
- The lowest tender price will represent a discount of eight per cent. to the net asset value per share of the relevant class of shares on 31 May 2016 (the "Base Tender Price").
- The highest tender price will represent a discount of four per cent. to the net asset value per share of the relevant class of shares on 31 May 2016 (the "Maximum Tender Price").
- Between the Base Tender Price and the Maximum Tender Price, the Tender Price Increments increase in three steps, at a discount to the relevant net asset value of seven per cent., six per cent. and five per cent.
Successful tenders will be determined starting with tenders made for the Base Tender Price. Shareholders should note that, depending on the number of tenders received in aggregate at each Tender Price Increment, tenders of shares at Tender Price Increments in excess of the Base Tender Price and tenders of shares at the Base Tender Price in excess of 25 per cent. of an individual shareholder's shareholding of the relevant class of shares may not be satisfied, either in whole or in part.
Shareholders will have successful tenders settled at the Tender Price Increment at which such tenders are submitted.
The Tender Price Increments have been set taking account of both the approximate discounts to net asset value at which the Company's Shares have traded in the past 12 months and the Company's probable liquidation value.
The Tender Offer is proposed to be made in addition to the Company's existing discount control measures. These are the ability of the Company to make market purchases of its shares, its partial capital return and the obligation to propose class closure resolutions if, in any twelve month period ending on 31 December in each year, the average daily closing market price of the relevant class of shares during such period is 10 per cent. or more below the average net asset value per share of the relevant class taken over the 12 monthly net asset value calculation dates in that twelve month period.
No partial capital return will be made by the Company this year. The Company will, however, continue with market purchases of shares to the extent it considers appropriate before, during and after the Tender Offer and the class closure procedure will remain in place.
The Tender Offer will not be made available to certain non-UK shareholders and further information will be included in the Circular.
In light of the Tender Offer, the Company is suspending the ability for shareholders to convert their shares from one class to another in respect of the April and May 2016 share conversion dates. Conversions received in respect of the March 2016 share conversion date will be processed as normal.
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 or any 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 to be 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.
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', 'expects', 'intends', 'may', 'will' or 'should' or, in each case their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the Company. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The investment performance, financial condition and prospects of the Company may change. Except as required by law or applicable regulation, the Company does not undertake any obligation to update any forward-looking statements, even though the situation of the Company may change in the future. All of the information presented in this announcement, and particularly the forward-looking statements, is qualified by these cautionary statements.
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