BH Global Limited Proposed combination with BH Macro Limited

 
TIDMBHGG TIDMBHGU 
 
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 INCLUDES INSIDE INFORMATION 
 
                               BH GLOBAL LIMITED 
 
 (a closed-ended investment company incorporated in Guernsey with registration 
                                 number 48555) 
 
                           LEI: 549300BIIO4DTKEMXV14 
 
28 May 2021 
 
                  Proposed combination with BH Macro Limited 
 
Introduction 
 
The Board of BH Global Limited (the "Company" or "BHGG") is pleased to announce 
that it has agreed heads of terms with the Board of BH Macro Limited ("BHMG") 
and Brevan Howard Capital Management LP, the manager of both BHGG and BHMG (the 
"Manager"), in respect of the combination of BHGG with BHMG (the "Combination") 
to be effected by way of a scheme of reconstruction of BHGG (the "Scheme"). 
 
BHMG will be the continuing entity following the Combination and will continue 
to follow its existing investment policy solely as a feeder fund into Brevan 
Howard Master Fund Limited (the "BH Master Fund"). Under the Scheme, the 
Company will be placed into liquidation, with shareholders being offered the 
option of exchanging their shares for shares of the same currency class of BHMG 
and/or for cash. The Scheme will replace the proposed tender offer previously 
announced by the Company for up to 40% of each class of shares in issue. 
 
The Scheme will be subject to the approval of the Company's shareholders at 
separate class meetings of the Sterling and US Dollar share classes and at an 
extraordinary general meeting of all shareholders. The largest shareholders of 
both BHMG and BHGG have signalled their support in principle for the 
Combination. 
 
BHMG will proceed with its tender offer (the "BHMG Tender Offer") for up to 40% 
of its shares of each class in issue on the basis previously announced. The 
BHMG Tender Offer will be completed prior to the Company posting its circular 
to shareholders relating to the Scheme, to the benefit of those of the 
Company's shareholders wanting to know the the result of the Tender Offer 
before they determine whether and to what extent they wish to roll over their 
shareholdings into BHMG pursuant to the Scheme. 
 
Further details on the Combination 
 
Under the terms of the Scheme, the Company's shareholders will (subject to any 
applicable regulatory restrictions) be given the option to elect to receive in 
place of their existing BHGG shares: 
 
(a)        BHMG shares of the same currency class and with the same value on 
the basis of the relative NAVs per share of the relevant class of each company 
on the effective date of the Combination (the "Share Alternative"); or 
 
(b)        a cash amount equal to 97.8% of the NAV per share of each BHGG share 
held at the effective date of the Combination (the "Cash Alternative"). 
 
These figures will not include the costs of the Combination, and the BHMG 
figures used for the purposes of the Share Alternative will not include any 
uplift that might otherwise have been created by the BHMG Tender Offer; while 
BHGG shareholders electing for the Cash Alternative will receive an additional 
amount per share to offset the impact of the increase in the BHGG management 
fee which takes effect from 1 July 2021. 
 
The assets of the Company attributable to shares for which Share Alternative 
elections are made will be transferred to BHMG for investment in the BH Master 
Fund.  Any other assets of the Company remaining after payment of the Cash 
Alternative and the liabilities and costs of the liquidation of the Company 
(including the Company's costs in respect of the Scheme), will also be 
transferred to BHMG, subject to an agreed retention being made by the 
liquidators in respect of any unknown or unascertainable liabilities of the 
Company. 
 
The Company will meet its own costs in respect of the Scheme out of those of 
its assets representing the difference between the payments made in respect of 
Cash Alternative elections and the net asset value of the shares in respect of 
which those elections were made. BHMG will meet its costs of the Combination 
from the uplift delivered from the BHMG Tender Offer and any assets transferred 
from the Company in excess of those that are invested in the BH Master Fund in 
respect of shares issued pursuant to the Share Alternative.  BHMG has agreed to 
make a contribution to the Company to cover any shortfall if such assets prove 
insufficient to meet the Company's budgeted costs (which will depend upon the 
extent of Cash Alternative elections made by the Company's shareholders). In 
addition, the Manager has agreed to make a contribution to BHMG in respect of 
its costs of the Combination (if required) to help ensure that the Combination 
is not NAV dilutive for continuing shareholders in BHMG, including those of the 
Company's shareholders who elect for the Share Alternative. 
 
Expected timetables 
 
Subject to the receipt of applicable regulatory and tax approvals, it is 
anticipated that documentation regarding the Combination (including a BHMG 
prospectus) will be sent to the Company's shareholders by the end of June 2021 
and that, subject to shareholder approvals being obtained, the Combination will 
be effected prior to the end of August 2021 on the basis of BHGG's and BHMG's 
respective July 2021 month end NAVs. 
 
A circular in respect of the BHMG Tender Offer will be sent to BHMG 
shareholders shortly, with the tender period being open during June 2021, the 
tender prices being calculated by reference to the BHMG June 2021 month end 
NAVs and the tender consideration being paid prior to the end of July 2021. 
 
Class conversion 
 
In light of the proposed Combination, the Company is suspending its class 
conversion facility for the months of June and July. Conversion requests 
received in respect of the May conversion date will be effected. 
 
Enquiries: 
 
Sir Michael Bunbury 
Chairman 
 
David Yovichic 
Investec Bank plc 
020 7597 5970 
 
 
 
END
(END) Dow Jones Newswires
May 28, 2021 11:15 ET (15:15 GMT)
Bh Global (LSE:BHGG)
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