BlackRock Frontiers Investment Trust Plc - Reconstruction of BlackRock Emerging Europe plc
PR Newswire
London, August 16
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA AND THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO MAY RESULT IN THE CONTRAVENTION OF ANY REGISTRATION OR OTHER LEGAL REQUIREMENT OF SUCH JURISDICTION
BLACKROCK FRONTIERS INVESTMENT TRUST PLC
LEI: 5493003K5E043LHLO706
Reconstruction of BlackRock Emerging Europe plc
17 August 2018
The board (the "Board") of BlackRock Frontiers Investment Trust plc (the "Company" or "BRFI") is pleased to announce that terms have been agreed in principle with the board of BlackRock Emerging Europe plc ("BEEP") for the Company to act as the sole rollover vehicle for shareholders of BEEP in connection with BEEP's proposed voluntary liquidation.
BEEP announced on 14 June 2018 that the proposed tender offer to shareholders of BEEP ("BEEP Shareholders") would result in the remaining assets of BEEP being below the minimum level which the board deemed necessary for BEEP to continue. The board of BEEP (the "BEEP Board") therefore elected not to proceed with the tender offer and confirmed that revised proposals would be put to shareholders, which would include the option of a full cash exit.
The BEEP Board has undertaken a review of the options available to BEEP and has announced today that it intends to put forward proposals to put BEEP into voluntary liquidation and to offer BEEP Shareholders the option of electing for any combination of:
• receiving cash at net asset value less costs; and
• rolling their investment into new C shares to be issued by BRFI.
New C shares in BRFI will be issued at 100 pence per C share and it is expected that the C shares will be converted into ordinary shares in BRFI on a NAV for NAV basis once the C share portfolio has been substantially invested in accordance with BRFI's investment policy.
The costs incurred by BRFI in connection with the proposals will be deducted from the C share pool such that these costs are effectively borne by those BEEP Shareholders electing to roll over. BlackRock has agreed to meet any costs exceeding 1 per cent. of the value of the C share pool such that the opening NAV of the C shares will be not less than 99 pence per C share. Subject to take-up, the other anticipated benefits to BRFI's shareholders include an increase in the future marketability and liquidity of the Company's shares and a reduction of the ongoing charges ratio.
The proposals will be effected by way of a scheme of reconstruction of BEEP under section 110 of the Insolvency Act 1986, resulting in the voluntary liquidation of BEEP and a rollover of assets of BEEP into BRFI. The transaction would be subject to approval from shareholders of both BEEP and BRFI.
A circular convening a general meeting to seek approval of shareholders of BRFI for the proposals is expected to be sent in due course. BRFI will also be required to publish a prospectus in connection with the proposals.
Enquiries:
| BlackRock Investment Management (UK) Limited Simon White Kevin Mayger | 020 7743 3000 |
Winterflood Securities Neil Morgan | 020 3100 0000 |
Important Information
This announcement contains information that is inside information for the purposes of the Market Abuse Regulation (EU) No. 596/2014, and is being made by the Company solely to comply with its regulatory disclosure obligations. The person responsible for arranging for the release of this announcement on behalf of the Company is Kevin Mayger of BlackRock Investment Management (UK) Limited, Company Secretary.
The information contained in this announcement is given at the date of its publication (unless otherwise marked) and may be subject to updating, revision and amendment from time to time.
This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe for any shares in the Company nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore.
Winterflood Securities Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, acting through its division, Winterflood Investment Trusts ("Winterflood"), is acting exclusively for the Company and no-one else in connection with the proposals set out in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Winterflood or for providing advice in relation to the proposals set out in this announcement. Nothing in this paragraph shall serve to exclude or limit any responsibilities which Winterflood may have under the FSMA or the regulatory regime established thereunder.
Apart from the responsibilities and liabilities, if any, which may be imposed on Winterflood by the FSMA or the regulatory regime established thereunder, Winterflood accepts no responsibility whatsoever for the contents of this announcement or for any other statement made or purported to be made by it or on its behalf in connection with the Company or the proposals set out in this announcement. Winterflood accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.
This announcement contains (or may contain) certain forward-looking statements with respect to the Company's current expectations and projections about future events. These statements, which sometimes use, but are not limited to, words such as 'anticipate', 'believe', 'intend', 'estimate', 'expect' and words of similar meaning, reflect the Directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, neither the Company nor Winterflood assumes any responsibility or obligation to update publicly or review any of the forward looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.
