Results of Cash Placing
BH Macro Limited
24 October 2007
24 October 2007
BH Macro Limited
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION,
DISTRIBUTION OR RELEASE IN, OR INTO, DIRECTLY OR INDIRECTLY, THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN OR TO U.S. PERSONS. THE INFORMATION CONTAINED HEREIN
DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE INCLUDING IN THE UNITED
STATES, AUSTRALIA, CANADA OR JAPAN.
RESULTS OF CASH PLACING
BH Macro Limited ('BH Macro' or the 'Company') is pleased to announce, further
to the announcement on 23 October 2007, the result of the placing for cash of
new ordinary shares (the 'Placing').
In all 8,719,931 shares (the 'Placing Shares') have been placed with investors
by Citi, Goldman Sachs International and JPMorgan Cazenove, raising in aggregate
the equivalent of approximately U.S.$131 million.
Pursuant to the Placing, the Company will issue:
• 2,781,334 new Euro designated ordinary shares at a price of €11.65 per
share;
• 4,679,416 new U.S. dollar designated ordinary shares at a price of
U.S.$11.75 per share; and
• 1,259,181 new sterling designated ordinary shares at a price of £11.76
per share.
Application will be made for, and the Placing is conditional upon, inter alia,
admission of the Placing Shares to the Official List of the Financial Services
Authority and to trading on the London Stock Exchange's market for listed
securities (together, 'Admission'). It is expected that settlement and Admission
will take place on 29 October 2007. Subject to the conditions to the Placing
being satisfied, each class of Placing Shares will be issued credited as fully
paid and will rank pari passu in all respects with the Company's existing
ordinary shares of the same currency class, including the right to receive all
dividends and other distributions declared, made or paid on or in respect of
such class of shares after the date of issue of the Placing Shares.
The proceeds of the Placing (net of expenses) will be invested on or before 2
November 2007 in the Brevan Howard Master Fund Limited (the 'Master Fund') a
leading global macro fund, currently closed to additional new or unconnected
investments.
Ian Plenderleith, Chairman of BH Macro Limited, commented:
'We are delighted at the positive response to this placing, which was
oversubscribed and placed with a wide number of institutions.'
Further information and enquiries
For further information, please contact:
BH Macro Limited:
Northern Trust International Fund
Administration Services (Guernsey)
Limited
Sue Baines
+ 44 (0) 1481 745 331
Citi: Goldman Sachs International:
Charles Lytle Jeremy Sloan
+44 207 986 1103 +44 207 774 1000
JPMorgan Cazenove: Maitland:
Angus Gordon Lennox Alistair Crabbe
+44 207 155 4605 Neil Bennett
+44 207 379 5151
Important notices
This announcement has been issued by, and is the sole responsibility of BH Macro
Limited.
Members of the public are not eligible to take part in the Placing and no public
offering of securities will be made.
The Company is listed under Chapter 14 of the Listing Rules on the basis of
European Directive requirements and as a consequence the additional standards
and continuing obligations applicable to investment entities listed under
Chapter 15 of the Listing Rules do not apply to the Company. Although the FSA
intends to introduce a unitary regime for the listing of investment entities
during the first quarter of 2008, existing issuers with listings under Chapter
14 will not be required to switch to the unitary regime.
Each of Citi, Global Markets Limited, Goldman Sachs International, JPMorgan
Cazenove and JPMorgan are acting for BH Macro Limited and no one else in
connection with the Placing and will not be responsible to any other person for
providing the protections afforded to their respective clients, or for providing
advice in relation to the Placing or any other matter referred to in this
announcement.
The Placing Shares have not been, nor will they be, registered under the U.S.
Securities Act of 1933, as amended (the 'Securities Act') or with any securities
regulatory authority of any State or other jurisdiction of the United States,
and accordingly may not be offered, sold or transferred within the United States
except pursuant to an exemption from, or in a transaction not subject to,
registration under the Securities Act. No public offering of the Placing Shares
will be made in the United States. The Placing Shares are being offered and sold
only outside the United States to persons who are not U.S. persons as defined in
and in accordance with Regulation S under the Securities Act ('U.S. Persons'),
who are 'Non-United States persons' for the purposes of the rules of the U.S.
Commodity Futures Trading Commission ('CFTC') and who have executed an investor
representation letter in the form available from the Banks.
The Company has not been and will not be registered under the U.S. Investment
Company Act of 1940, as amended (the 'Investment Company Act') and investors
will not be entitled to the benefits of that Act. Furthermore, Brevan Howard is
not registered under the U.S. Investment Advisers Act of 1940, as amended (the
'Advisers Act'), and as a result, the Company and its investors will not be
entitled to the benefits of the requirements applicable to investment advisers
that are registered under the Advisers Act. Pursuant to an exemption from
registration as a commodity pool operator ('CPO') set forth in CFTC Rule 4.13(a)
(4), Brevan Howard is not required to register, and is not registered, as a CPO
under the U.S. Commodity Exchange Act, as amended, and investors will not be
entitled to the benefits of that Act.
Until 40 days after the commencement of the offering of the securities described
herein an offer or sale of the securities described herein within the United
States by a dealer (whether or not participating in the offering) may violate
the registration requirements of the Securities Act.
This announcement is not for distribution directly or indirectly in or into the
United States, Canada, Australia, Japan or to U.S. Persons. This announcement
does not constitute an offer to sell or issue or the solicitation of an offer to
buy or acquire ordinary shares in the capital of the Company in the United
States, Canada, Australia, Japan or to U.S. Persons or in any jurisdiction in
which such an offer or solicitation is unlawful.
It should be noted that past performance is not necessarily indicative of the
future performance of the Placing Shares, the existing ordinary shares of the
Company or the Master Fund. Further, any indication in this announcement of the
price at which securities of the Company have been bought or sold in the past
cannot be relied upon as a guide to future performance of the securities of the
Company or of the Master Fund. No statement in this announcement is intended to
be a profit forecast or dividend forecast.
BH Macro Limited is a closed-ended investment company registered and
incorporated in Guernsey on 17 January 2007 (Registration Number: 46235) with
its registered office at Trafalgar Court, Les Banques, St. Peter Port, Guernsey
GYI 3QL, Channel Islands.
This information is provided by RNS
The company news service from the London Stock Exchange