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
