BlackRock Frontiers Investment Trust Plc - Publication of tender offer circular
PR Newswire
London, January 29
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EEA OR ANY OTHER JURISDICTION WHERE TO DO SO MAY RESULT IN THE CONTRAVENTION OF ANY REGISTRATION OR OTHER LEGAL REQUIREMENT OF SUCH JURISDICTION
29 January 2021
BLACKROCK FRONTIERS INVESTMENT TRUST PLC
Publication of tender offer circular
Capitalised terms used in this Announcement, unless otherwise defined, have the same meanings as set out in the Circular.
BlackRock Frontiers Investment Trust PLC (the "Company") has today published a circular (the "Circular") in connection with a Tender Offer for ordinary shares (the "Ordinary Shares") and Shareholder approval of the waiver granted by the Takeover Panel of the obligation that would otherwise arise on any member of the BlackRock Concert Party to make a general offer to Shareholders pursuant to Rule 9 of the Takeover Code as a result of the implementation of the Tender Offer (together, the "Proposals").
The Circular is expected to be posted to Shareholders later today and will shortly be available on the Company's website at www.blackrock.com/uk/brfi/gmcircular. The contents of such website are not incorporated into, and do not form part of, this announcement (the "Announcement"). A copy of the Circular will also be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
1 Background
At the time of the Company's launch in December 2010, the Board stated its intention to offer Shareholders opportunities to realise the value of their investment in the Company at Net Asset Value less applicable costs at five yearly intervals. The Company's tenth annual general meeting is due to be held on 2 February 2021. Accordingly, the purpose of the Circular is to set out the Board's proposals to implement the Tender Offer in accordance with its commitment to Shareholders.
The Circular contains, inter alia, the formal terms of the Tender Offer, together with details of how Shareholders can tender Ordinary Shares for purchase, if they wish to do so. The implementation of the Tender Offer is conditional on, amongst other things, Shareholder approval of the resolutions relating to the Proposals to be proposed at the General Meeting of the Company (the "General Meeting") to be held at 12 Throgmorton Avenue, London EC2N 2DL on 23 February 2021 at 12.00 noon, notice of which is included in the Circular.
Restrictions on public gatherings are in place in England as at the date of this Announcement under regulations made pursuant to the Public Health (Control of Disease) Act 1984. Under these restrictions, limits apply to the size of public gatherings and it is not clear how this legislation will have evolved by the time that the General Meeting is held. Accordingly, Shareholders will not be able to attend the General Meeting in person and they are therefore advised to submit their votes by proxy. The only attendees who will be permitted entry to the General Meeting will be those who will need to be present to form the quorum to allow the business to be conducted.
In order to ensure their vote will count, Shareholders should appoint the Chairman of the General Meeting as their proxy. This is because the General Meeting will be held as a closed meeting as described above, meaning that any other person attempting to attend the General Meeting will be refused admission and will therefore be unable to vote. To be valid, the Form of Proxy must be completed and returned in accordance with the instructions printed thereon, as soon as possible and, in any event, so as to reach the Company's Registrars, Computershare Investors Services PLC, by no later than 12.00 noon on 19 February 2021.
2 THE PROPOSALS
The Proposals, in summary:
provide Shareholders the opportunity to tender none, some or all of their Ordinary Shares; and
approve the waiver granted by the Takeover Panel of the obligation that would otherwise arise on any member of the BlackRock Concert Party to make a general offer to Shareholders pursuant to Rule 9 of the Takeover Code as a result of the implementation of the Tender Offer.
As at the close of business on 27 January 2021, as a result of discretionary management agreements, BlackRock Investment Management (UK) Limited ("BIM UK") and BlackRock Advisers (UK) Limited ("BA UK"), being the only members of the BlackRock Concert Party interested in Ordinary Shares, were interested for the purposes of the Takeover Code in 38,871,031 Ordinary Shares. Such Ordinary Shares represent, in aggregate, approximately 16.11 per cent. of the Company's Voting Rights as at the close of business on 27 January 2021 (being the latest practicable date prior to the publication of the Circular).
If the Tender Offer were to result in the BlackRock Concert Party being interested in not less than 30 per cent. and not more than 50 per cent. of the Company's total Voting Rights, one or more members of the BlackRock Concert Party would, in the absence of a waiver under Rule 9 of the Takeover Code, be required to make a general offer for the balance of the Ordinary Shares. However, in circumstances where the BlackRock Concert Party is interested in not less than 30 per cent. and not more than 50 per cent. of Company's total Voting Rights as a result of the repurchase by the Company of its shares pursuant to the Tender Offer, the Takeover Panel has agreed to waive the obligation to make a general offer under Rule 9 of the Takeover Code that would otherwise arise on any member of the BlackRock Concert Party as a result of the implementation of the Tender Offer, subject to approval by the Independent Shareholders on a poll. The members of the BlackRock Concert Party will not be entitled to vote on the Waiver Resolution and BIM UK and BA UK have undertaken to the Company that they will not vote on the Waiver Resolution.
If the Tender Offer were to result in the BlackRock Concert Party being interested in more than 50 per cent. of the Company's total Voting Rights, the Board will terminate the Tender Offer.
3 TENDER OFFER
3.1 Key Points of the Tender Offer
The key points of the Tender Offer are as follows:
the Tender Offer will provide Shareholders (other than Restricted Shareholders) the opportunity to tender none, some or all of their Ordinary Shares;
after the realisation of the Tender Pool, which will be established on the basis set out in the Circular, Tendering Shareholders shall receive the Tender Price in cash in consideration for the purchase of Ordinary Shares tendered by them; and
the Tender Price shall be the Final Tender Offer Asset Value of the Tender Pool divided by the total number of Tender Shares expressed in Sterling, rounded down to two decimal places.
If the number of Ordinary Shares tendered is such that the Board is of the view that the continuance of the Company is not in the best interests of the continuing Shareholders, it reserves the right to terminate the Tender Offer. If the Tender Offer is terminated, the Board will put forward revised proposals as soon as practicable and, in any event, within three months of termination of the Tender Offer, which proposals will allow Shareholders to realise the value of their investment in the Company at Net Asset Value less applicable costs. If the Tender Offer is terminated, the Company will make an announcement through an RIS that such is the case.
Shareholders (other than Restricted Shareholders) on the Register on the Record Date will be invited to tender for sale some or all of their Ordinary Shares held on the Record Date to Winterflood who will, as principal, purchase at the Tender Price the Ordinary Shares validly tendered.
The tendered Ordinary Shares will be repurchased by the Company pursuant to the Repurchase Agreement and Tendering Shareholders will receive the full Tender Price in cash only once all of the assets in the Tender Pool have been fully realised.
3.2 Restricted Shareholders and Other Overseas Shareholders
The Tender Offer is not being made to Shareholders who are resident in, or citizens of, Restricted Territories. Restricted Shareholders are being excluded from the Tender Offer in order to avoid offending applicable local laws relating to the implementation of the Tender Offer. It is the responsibility of all Overseas Shareholders to satisfy themselves as to the observance of any legal requirements in their jurisdiction, including, without limitation, any relevant requirements in relation to the ability of such holders to participate in the Tender Offer.
3.3 Tender Pool
Save as set out below, all of the Company's assets and liabilities will, following valuation on the Calculation Date, be allocated between the Continuing Pool and the Tender Pool on the basis set out in the Circular. The net value of the assets and liabilities allocated on the establishment of the Tender Pool will equal the Tender Offer FAV. The Tender Pool assets (other than cash) will be realised and the liabilities settled and the net cash proceeds paid in satisfaction of the Tender Price to Shareholders who successfully tender their Ordinary Shares.
The Tender Pool will bear the costs of realising the assets in the Tender Pool and the amount of stamp duty or stamp duty reserve tax payable on the repurchase by the Company of the Ordinary Shares acquired from Winterflood. Shareholders who successfully tender their Ordinary Shares will receive a pro rata share of the net proceeds of the Tender Pool. The assets of the Tender Pool will be fully realised as soon as practicable after the commencement of the realisation of the Tender Pool such that final cash payments can be made to the Tendering Shareholders as soon as practicable thereafter. The Board may at its discretion make interim distributions from the Tender Pool. However, under the Tender Offer the Company reserves the right to defer the Tender Pool realisations and/or cash payments if the Board believes this to be in the best interests of Shareholders as a whole.
Shareholders shall note that the Tender Price will only be determined finally once all the assets of the Tender Pool have been realised.
The Board retains the discretion to allocate only cash and near cash assets of the Company to the Tender Pool. In such circumstances there will be no or minimal costs of realising the assets in the Tender Pool. It is the Board's current intention only to exercise such discretion where the number of Ordinary Shares that the Company is required to repurchase pursuant to the Tender Offer is such that allocating only cash and near cash to the Tender Pool is in the best interests of Shareholders as a whole.
3.4 Expected Timetable
| Latest time and date for receipt of Forms of Proxy or transmission of CREST Proxy Instructions for the General Meeting | 12.00 noon on 19 February 2021 |
| Tender Closing Date: latest time and date for receipt of Tender Forms and TTE Instructions in CREST | 1.00 p.m. on 19 February 2021 |
| Record Date for participation in the Tender Offer | 6.00 p.m. on 19 February 2021 |
| General Meeting | 12.00 noon on 23 February 2021 |
| Results of General Meeting announced | 23 February 2021 |
| Results of Tender Offer announced | 23 February 2021 |
| Calculation Date | close of business on 23 February 2021 |
| Tender Offer FAV announced | 25 February 2021 |
| Establishment of Tender Pool and Continuing Pool | 25 February 2021 |
| Realisation of the Tender Pool commences | 25 February 2021 |
| Tender Price announced; final distribution under the Tender Offer of assets in the Tender Pool announced; cheques despatched and payments through CREST made | as soon as practicable after commencement of the realisation of the Tender Pool |
All references are to London time unless otherwise stated.
Dates and times are indicative only and may be subject to change. In particular, in the event that the Company has insufficient distributable reserves to effect the purchase of all the Tender Shares and subject to the resolution to cancel the Company's share premium account being passed at the 2021 Annual General Meeting, the Tender Offer timetable will be extended to allow time for the Court to consent to the cancellation of the Company's share premium account. Any changes will be notified via an RIS.
| Enquiries: BlackRock Investment Management (UK) Limited Simon White Sarah Beynsberger Kevin Mayger | 020 7743 3000 |
| Winterflood Securities Limited | |
| Neil Morgan | 020 3100 0292 |
