BH Macro Limited Publication of Prospectus
January 23 2023 - 11:00AM
UK Regulatory
TIDMBHMG TIDMBHMU
THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO
ANY U.S. 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.
This announcement is an advertisement and not a prospectus for the purposes of
the Prospectus Regulation Rules of the Financial Conduct Authority ("FCA") or
otherwise. Investors should not subscribe for or purchase any securities
referred to in this announcement except solely on the basis of the information
contained in the prospectus of BH Macro Limited (together with any
supplementary prospectus, if relevant) including the risk factors set out
therein.
BH MACRO LIMITED (the "Company")
(an authorised closed-ended collective investment scheme established as a
non-cellular company limited by shares under the laws of Guernsey with
registration number 46235)
LEI: 549300ZOFF0Z2CM87C29
Publication of Prospectus
Further to its announcement earlier today, the Company confirms the publication
of a prospectus (the "Prospectus") containing full details of its initial
placing, intermediaries offer and offer for subscription of ordinary shares of
no par value in the capital of the Company and subsequent issuance programme.
A copy of the Prospectus will shortly be available for inspection at the
Company's registered office and website at www.bhmacro.com (subject to certain
access restrictions) and at the National Storage Mechanism via https://
data.fca.org.uk/#/nsm/nationalstoragemechanism.
Enquiries
BH Macro
Richard Horlick
Chairman
J.P. Morgan Cazenove (Sole Bookrunner)
William Simmonds / Rupert Budge (Corporate Finance) Tel: +44 (0) 20 7742
4000
James Bouverat / Liam MacDonald-Raggett (Sales)
Kepler Partners LLP (Placing Agent & Intermediaries Offer Adviser)
Hugh van Cutsem Tel: +44 (0) 203 384 8796
Hugo Rynsard-Perry Tel: +44 (0) 203 598 6460
Important Notice
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.
Investors should not base any financial decision on this announcement.
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 Shares. The value of shares can decrease as well as increase.
Potential investors should consult a professional advisor as to the suitability
of the Shares Option for the person concerned.
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 ("JPMC"), which is authorised by the Prudential
Regulation Authority and regulated by the Prudential Regulation Authority and
the FCA in the United Kingdom, is acting exclusively for the Company and no-one
else in connection with the Initial Issue and the Issuance Programme and the
Issue and will not be responsible to anyone other than the Company for
providing the protections afforded to customers of JPMC or for providing advice
in relation to the Initial Issue and the Issuance Programme, 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.
None of the Company, the Manager or JPMC or any of their respective affiliates
accepts any responsibility or liability whatsoever for/or makes any
representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company whether written,
oral or in a visual or electronic form, and howsoever transmitted or made
available or for any loss howsoever arising from any use of this announcement
or its contents or otherwise arising in connection therewith. The Company, the
Manager, JPMC and their respective affiliates accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise have in respect of this announcement or its contents or otherwise
arising in connection therewith.
This announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "anticipates", "forecasts", "projects", "expects",
"intends", "may", "will" or "should" or, in each case, their negative or other
variations or comparable terminology. These forward-looking statements include
all matters that are not historical facts. All forward-looking statements
address matters that involve risks and uncertainties and are not guarantees of
future performance. Accordingly, there are or will be important factors that
could cause the Company's actual results of operations, performance or
achievement or industry results to differ materially from those indicated in
these statements. Any forward-looking statements in this announcement reflect
the Company's current views with respect to future events and are subject to
these and other risks, uncertainties and assumptions relating to the Company's
operations, results of operations, growth strategy and liquidity. Given these
uncertainties, prospective investors are cautioned not to place any undue
reliance on such forward-looking statements. These forward-looking statements
apply only as of the date of this announcement.
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; and/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 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 risk 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 Initial Issue.
Furthermore, it is noted that, notwithstanding any Target Market Assessment,
JPMC will, pursuant to the Initial Placing, only procure placees who meet the
criteria of professional clients and eligible counterparties.
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 investors 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.
PRIIPs Regulation
In accordance with the UK version of the Regulation (EU) No 1286/2014 of the
European Parliament and of the Council of 26 November 2014 on key information
documents for packaged retail and insurance-based investment products (PRIIPs)
and related legislation (the "UK PRIIPs Laws"), key information documents in
respect of an investment in the Sterling Shares and the US Dollar Shares have
been prepared by the Manager and are available to investors at www.bhmacro.com.
If you are distributing the Shares, it is your responsibility to ensure that
the key information document relating to the relevant class of Shares is
provided to any clients that are "retail clients". The Company is the only
manufacturer of the Shares for the purposes of the UK PRIIPs Laws or the PRIIPs
Regulation and JPMC is not a manufacturer for these purposes. JPMC does not
make any representation, express or implied, or accept any responsibility
whatsoever for the contents of any key information documents prepared by the
Manager nor accept any responsibility to update the contents of any key
information documents in accordance with the UK PRIIPs Laws or the PRIIPs
Regulation, to undertake any review processes in relation thereto or to provide
such key information documents to future distributors of Shares. JPMC and its
affiliates accordingly disclaim all and any liability whether arising in tort
or contract or otherwise which it or they might have in respect of any key
information documents prepared by the Manager.
END
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