Combination - Result of Issue

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 MACRO LIMITED

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

LEI: 549300ZOFF0Z2CM87C29

27 August 2021

Combination with BH Global Limited – Results of Issue  

Further to the announcement by BH Macro Limited (the “Company”) of its proposed Combination with BH Global Limited (“BH Global”) on 30 June 2021, the Company today announces that the following number of Shares in the capital of the Company (the “Issue Shares”) have been issued or sold from treasury to BH Global shareholders who have elected for the Share Option under the Scheme effecting the Combination:

Class of shares	Number of shares issued or sold from treasury
US dollar shares	825,362
Sterling shares	10,148,066

The Issue Price for each class of Issue Shares is equal to the Final Net Asset Value for the relevant class as at close of business on 31 July 2021, as announced by the Company today, as follows:
 

Class of shares	Issue Price
US dollar shares	$35.07
Sterling shares	£33.62

The Issue Shares will, when issued, be credited as fully paid and rank pari passu with the existing  shares in the capital of the Company, including the right to receive all future dividends and distributions declared, made or paid.

Application has been made to the Financial Conduct Authority (the “FCA”) for admission of the 10,148,066 Sterling Shares and 825,362 US Dollar Shares to be issued under the Scheme to the premium listing segment of the Official List maintained by the FCA and to London Stock Exchange plc ("LSE") for admission to trading of the Issue Shares on LSE's Main Market for listed securities (together, "Admission"). It is expected that Admission will take place on 31 August 2021 and that dealings in the Issue Shares on the LSE's Main Market for listed securities will commence at the same time.

The issue and sale from treasury of the Issue Shares is conditional, inter alia, upon Admission.

Following Admission, the Company will have 23,898,522 Sterling Shares in issue and 2,793,601 US Dollar Shares in issue. The Company will hold no Shares in treasury.

Following completion of the Combination, the Company will have total net assets of approximately £874 million ($1,215 million), based on the Company’s Final Net Asset Value as at 31 July 2021.

The number of votes each Share in the Company is entitled to on a poll at any general meeting of the Company was published by the Company on 9 March 2007 and will not change as a result of Admission. These are:

US Dollar Share: 0.7606

Sterling Share: 1.4710

From Admission, the total number of voting rights in the Company (rounded down to the whole number) will be 37,279,538.

Capitalised terms used but not defined in this announcement have the same meanings as set out in the announcement of the Combination released by the Company on 30 June 2021.

Enquiries

Richard Horlick

Chairman

William Simmonds

J.P. Morgan Cazenove

020 7742 4000

Edward Berry / Tom Blackwell

FTI Consulting

07703 330 199 / 07747 113 919

Important notices

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Company’s shares. The value of shares can decrease as well as increase.

Nothing contained herein constitutes or should be construed as (i) investment, tax, financial, accounting or legal advice (ii) a representation that any investment or strategy is suitable or appropriate to individual circumstances or (iii) a personal recommendation.

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 Combination and the Issue 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 Combination, the Issue 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. This announcement is not for distribution in or into the United States or to any US Person, Australia, Canada, Japan, New Zealand, the Republic of South Africa, any European Economic Area state or any other jurisdiction in which its distribution may be unlawful. A “US Person“ is any person who is not a “Non-United States Person” as defined in US Commodity Futures Trading Commission Rule 4.7. 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.

Information to Distributors

Solely for the purposes of the product governance requirements contained within (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“Directive 2014/65/EU”), (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing Directive 2014/65/EU, (c) local implementing measures or (d) (where applicable to UK investors or UK firms) the relevant provisions of the UK MiFID Laws (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that the Shares to be issued pursuant to the Issue are (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Directive 2014/65/EU or the UK MiFID Laws (as applicable) and (ii) eligible for distribution through all distribution channels as are permitted by Directive 2014/65/EU or the UK MiFID Laws, as applicable (the “Target Market Assessment”).

Notwithstanding the Target Market Assessment, distributors should note that the price of the Shares may decline and investors could lose all or part of their investment, the Shares offer no guaranteed income and no capital protection, and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Issue.

For the avoidance of doubt, the Target Market Assessment does not constitute (a) an assessment of suitability or appropriateness for the purposes of Directive 2014/65/EU, or the UK MiFID Laws, as applicable or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Shares and determining appropriate distribution channels.