Blackrock Fr Regulatory News (BRFI)

BlackRock Frontiers Investment Trust Plc - Results of Scheme Issue and Issue

PR Newswire

London, November 26

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA AND THE KINGDOM OF SAUDI ARABIA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

26 November 2018

BlackRock Frontiers Investment Trust plc

LEI: 5493003K5E043LHLO706

Results of Scheme Issue and Issue

Further to the shareholder circular dated 19 October 2018 (the "Circular") and the prospectus published on the same date (the “Prospectus”) relating to the issue of C shares of US$0.10 each in the capital of the Company (the “C Shares”) in connection with the reconstruction of BlackRock Emerging Europe plc (“BEEP”) (the “Scheme”) and a placing and offer for subscription for C Shares.

Under the Scheme, the Company will issue C Shares at an issue price of 100 pence per C Share in exchange for the transfer to it of cash, cash equivalents and securities which are consistent with the Company’s investment policy (the “Scheme Issue”).

The Board of BlackRock Frontiers Investment Trust plc (“BRFI” or the "Company") is pleased to announce that the Company will acquire approximately £37,375,087 of net assets from BEEP under the terms of the Scheme in consideration for the issue of 37,375,087 C Shares. The number of C Shares to be issued was calculated based on a FAV per BEEP Ordinary Share of 331.1604 pence, calculated in accordance with the Scheme, and a Scheme Issue price of 100 pence per C Share and BEEP Shareholders that elected (or were deemed to have elected) for the Rollover Option will be issued 3.311604 C Shares for each BEEP Ordinary Share, rounded down to the nearest whole C Share.

The Board is also pleased to announce that a further 7,552,493 C Shares have been issued pursuant to the placing and offer for subscription at an issue price of 100 pence per C Share (the “Issue”). Together the Scheme Issue and the Issue are the “Issues”.

The total Gross Proceeds raised under the Issues is approximately £44,927,580 The NAV per C Share at Admission will be 99 pence.

Applications have been made for the C Shares to be admitted to the premium segment of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange (together, "Admission"). It is expected that Admission will take place at 8.00am on 27 November 2018.

Following the issue of the C Shares pursuant to the Issues, the Company's share capital will consist of 203,991,108 Ordinary Shares and 44,927,580 C Shares, with each Ordinary Share and each C Share holding one voting right.

The figure of 248,918,688 shares may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in voting rights, or a change to their interest in the Company, under the Disclosure, Guidance and Transparency Rules.

Capitalised terms used but not defined in this announcement will have the same meaning as set out in the Prospectus unless the context otherwise requires.

Enquiries:

IMPORTANT NOTICE

The content of this announcement has been prepared by, and is the sole responsibility of, BRFI.

The distribution of this announcement and the Issues in certain jurisdictions may be restricted by law. No action has been taken by the Company or Winterflood Securities Limited ("Winterflood") that would permit an offering of the C Shares or possession or distribution of this announcement or any other offering or publicity material relating to such C Shares in any jurisdiction (other than the United Kingdom) where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company or Winterflood to inform themselves about, and to observe, such restrictions.

This announcement does not constitute or form part of, and should not be considered as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any shares in the Company or securities in any other entity, in any jurisdiction, including the United States, 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 or investment decision whatsoever, in any jurisdiction. 

Winterflood is authorised and regulated by the FCA. Winterflood is acting exclusively for the Company and no-one else in connection with the Scheme Issue and the Issue. Winterflood will not regard any other person as its client in relation to the subject matter of this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the contents of this announcement or any transaction, arrangement or other matter referred to herein.

None of Winterflood, the Company, the Manger or the Investment Manager, or any of their respective parents or subsidiary undertakings, or the subsidiary undertakings of any such parent undertakings, or any of such person's respective directors, officers, employees, agents, affiliates or advisers or any other person ("their respective affiliates") accepts (save where required by law) 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.