BH Macro issues prospectus and update on merger with BH Global – The board of BH Macro (BHMG) has published its prospectus regarding the issue of its shares pursuant to the proposed combination with BH Global (BHGG), the latter of which will take part in a scheme of reconstruction and winding up, as announced earlier this year.
The ‘scheme’ is subject to BHGG shareholder approval at an extraordinary general meeting and class meetings of BHGG scheduled to be held on 19 July 2021. In line with the scheme, BHGG shareholders will be able to elect to receive in exchange for their existing shareholdings in BHGG either:
- Shares of BHMG of the same currency class and with the same value as their holding of BHGG shares on the basis of the net asset value per share of the relevant class of the company and the residual net asset value per share of the relevant class of BHGG as at close of business on 31 July 2021 (the “shares option’); or
- A cash amount equal to 97.8% of the residual net asset value per share of each BHGG share held as at close of business on 31 July 2021 plus an additional amount per share to offset the impact of the increase of the BHGG management fee effective from 1 July 2021 (the “cash option”).
BHMG’s NAV figures used for these purposes will not include any uplift that may otherwise have been created by its own share tender offer commenced on 2 June 2021. The residual NAV of each class of shares of BHGG will be the NAV per share of the relevant class as at 31 July 2021 adjusted downwards to take account of any liabilities or provisions that were not otherwise included in the calculation of the NAV, including any retention made by the liquidators of BHGG in respect of any unknown or unascertainable liabilities of BHGG.
The issue is conditional upon the passing of the resolutions to be proposed at the scheme meetings (or any adjournment thereof) and all conditions to those resolutions (excluding any condition relating to the passing of any other resolution) being fulfilled, the BHGG directors not abandoning the scheme, the FCA agreeing to admit the shares to be issued to the premium segment of the official list and the London Stock Exchange agreeing to admit the shares to trading on the main market for listed securities of the London Stock Exchange.
Assuming these conditions are met, it is anticipated the shares will be issued or sold from treasury to the BHGG shareholders electing for the share option on or around 26 August 2021. The assets of BHGG attributable to shares for which share option elections are made will be transferred to BHMG for investment in Brevan Howard Master Fund, effective 2 August 2021. Any other assets remaining after payment of the cash option and liabilities and costs will also be transferred to BHMG.
BHMG : BH Macro issues prospectus and update on merger with BH Global