THIS ANNOUNCEMENT INCLUDES INSIDE INFORMATION

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)

24 February 2017

Results of Tender Offer and Shareholder Meetings

BH Macro Limited (the “Company”) today announces the results of its 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 Offer”) and the extraordinary general meeting of the Company (“EGM”) and separate class meetings of the Company’s shareholders (the “Class Meetings”) regarding the Tender Offer and the changes to the Company’s structure and management agreement (the “Structural Changes”) proposed to apply following the Tender Offer as set out in the circular to shareholders dated 27 January 2017 (the “Tender Document”). 

Valid tenders have been received from shareholders under the Tender Offer as follows: 

In aggregate, valid acceptances of the Tender Offer were received in respect of approximately 48 per cent of the Company’s shares in issue on the basis of their prevailing net asset value, which is within the Tender Limit (as described in the Tender Document) of 66.667 per cent. of shares in issue on the basis of their prevailing net asset value. 

Accordingly, subject to the effectiveness of the shareholder resolutions proposed at the EGM and the Class Meetings, the Tender Offer will proceed and the Company will continue for shareholders who have not chosen to tender all of their shares in the Tender Offer (holding approximately 52 per cent. of the Company’s shares in issue on the basis of their prevailing net asset value), with the Structural Changes (including the lower management fee) described in the Tender Document applying from 1 April 2017. 

The resolutions regarding the Tender Offer and the Structural Changes were passed unanimously by show of hands at the EGM and the Class Meeting of the Company’s Sterling shares. 

The following proxy appointments were validly made in respect of the resolutions proposed at the EGM and the Class Meeting of the Company’s Sterling shares: 

EGM – Resolution one (approval of share buy backs pursuant to Tender Offer)

Number of shares in respect of which proxy appointments were validly made: 18,137,011

Votes for:                    24,546,455 (99.11%)

Votes against:             0 (0%)

Votes withheld:            220,143 (0.89%)

EGM – Resolution two (approval of amendments to articles of incorporation)

Number of shares in respect of which proxy appointments were validly made: 18,286,666

Votes for:                    24,766,597 (100%)

Votes against:              0 (0%)

Votes withheld:             0 (0%)

Sterling Class Meeting – Approval of amendment to articles of incorporation

Number of shares in respect of which proxy appointments were validly made: 15,195,953

Votes for:                    15,195,953 (100%)

Votes against:              0 (0%)

Votes withheld:             0 (0%)

A vote “withheld” is not a vote in law and is not counted in the calculation of the proportion of the votes for and against a resolution. 

The Class Meetings for the Company’s Euro and US dollar shares were inquorate and accordingly have been adjourned until Friday 3 March 2017 starting at 11.15 a.m. at the offices of Northern Trust International Fund Administration Services (Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL. 

The quorum for each of the adjourned Class Meetings will be one holder of shares of the relevant class present in person or by proxy.  All proxies received in respect of the Euro and US Dollar Class Meetings will be valid at the adjourned Class Meetings.  All proxies received by the Company to date are in favour of the resolutions to be proposed at the Class Meetings.  Proxies for the adjourned Class Meetings may be submitted on or before 11.15 a.m. on Wednesday 1 March 2017 to the address provided in the form of proxy.

The resolutions passed at the EGM and the Sterling Class Meeting will be effective if the resolutions to be proposed at the adjourned Euro and US Dollar Class Meetings are passed.  Once all resolutions are passed and effective, the Tender Offer and the Structural Changes will proceed. 

If the Tender Offer completes, it is probable that the net asset value of the Euro share class will fall below the equivalent of US$25 million following the redemption of the validly tendered Euro shares.  In that event, as stated in the Tender Document, the Company will convert the remaining Euro shares into Sterling shares, most probably in June 2017 following publication of the final 31 May 2017 net asset values.  The Company will continue its monthly class conversion facility in the meantime, so holders of Euro shares who wish to convert their shares into US dollar shares may do so by electing to convert their shares accordingly.  Following conversion of the remaining Euro Shares, the Company will request the cancellation of the listing of the Euro shares and shareholders will no longer be able to request conversion of shares of other classes into that class.

On the basis that the relevant resolutions are approved at the adjourned Class Meetings, the expected timetable for implementation of the Tender Offer and the Structural Changes is set out below.  Shareholders should refer to the Tender Document for the full terms of the Tender Offer and the Structural Changes. 

Expected timetable

Adjourned Class Meetings                                           3 March 2017

Announcement of results of adjourned Class Meetings           3 March 2017

Assuming adjourned Class Meetings approve the relevant resolutions:

NAV determination date                                              31 March 2017

Effective date for Structural Changes                          1 April 2017

Announcement of final tender price                            First week of May 2017

Announcement of repurchase date for successfully    First week of May 2017
tendered shares           

Settlement through CREST/ dispatch of cheques                     by 12 May 2017
in respect of consideration under the Tender Offer

Effective date for conversion of remaining                 Final week of June 2017
Euro shares into Sterling shares

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, J.P. Morgan Cazenove is acting as corporate broker to the Company and has no liability or responsibility to any person or entity other than the Company in such capacity.

This announcement does not constitute an offer or solicitation to acquire or sell any securities in the Company.

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 Brevan Howard Master Fund Limited. 

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.

END