BEEP.L Regulatory News (BEEP)

BlackRock Emerging Europe Plc - Liquidation and Rollover

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

 17 August 2018

BlackRock Emerging Europe plc

(LEI: 549300OGTQA24Y3KMI14)

Liquidation and Rollover

BlackRock Emerging Europe plc (“BEEP” or the “Company”) announced on 14 June 2018 that the proposed tender offer to BEEP’s shareholders would result in the remaining assets of the Company being below the minimum level which the Board deemed necessary for the Company to continue. The 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 Board of BEEP has undertaken a review of the options available to the Company and today announces that it intends to put forward proposals to put the Company into voluntary liquidation and to offer 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 BlackRock Frontiers Investment Trust plc (“BRFI”).

The costs incurred by BRFI in connection with the proposals will be deducted from the C share pool. 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. 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.

BRFI is a closed-ended investment trust that seeks to achieve long term capital growth by investing in companies domiciled or listed in, or exercising the predominant part of their economic activity in, less developed countries. These countries are those which are neither part of the MSCI World Index of developed markets nor one of the eight largest countries by market capitalisation in the MSCI Emerging Markets Index as at 1 April 2018 (being Brazil, China, India, Korea, Mexico, Russia, South Africa, and Taiwan). Sam Vecht, the co-portfolio manager of BEEP, is also the co-portfolio manager of BRFI, alongside Emily Fletcher, a highly-rated investment management team. BRFI shares have traded at an average premium to net asset value of 3.18 per cent. over the last 12 months.

The proposals will provide BEEP shareholders with the ability to elect to rollover some or all of their interests into BRFI in order to enable them to maintain some or all of their exposure to a strategy managed by BlackRock’s highly-regarded Emerging Markets team.

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 general meetings to seek approval of BEEP shareholders for the proposals is expected to be sent to BEEP shareholders in due course.

The Company’s portfolio will remain fully invested according to its investment policy until the above proposals have been approved by shareholders at the relevant General Meeting.

Enquiries:

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 content of this announcement has been prepared by, and is the sole responsibility of, BlackRock Emerging Europe plc. 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.