Register for Digital Look

Company Announcements

BLACKROCK FRONTIERS INVESTMENT TRUST PLC - Statement re Publication of C Share Prospectus

PR Newswire

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA

This announcement is an advertisement and does not constitute a prospectus or offering memorandum or an offer in respect of any securities. Neither the issue of this announcement nor any part of its contents constitutes an offer to sell or invitation to purchase any securities of the Company. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the Prospectus published by the Company today in connection with the proposed admission of the C Shares to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities.

BLACKROCK FRONTIERS INVESTMENT TRUST PLC

5 February 2016

Publication of C share prospectus

BlackRock Frontiers Investment Trust PLC (the “Company”) has today published a prospectus (the “Prospectus”) in connection with a placing and offer for subscription for up to 65 million c shares of US$0.10 each in the capital of the Company (the “C Shares”) at 100 pence per C Share and the admission of the C Shares to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities (the “Issue”).

On 17 December 2015, the Company published a circular to Shareholders containing proposals to implement a tender offer for up to 100 per cent. of the Company's issued Ordinary Share capital (excluding treasury shares, if any) in accordance with its commitment to Shareholders given at the launch of the Company in December 2010 (the "Tender Offer"). The chairman of the Board noted in the circular that (i) the Investment Manager believes that there is scope to increase the capacity of its Frontier Markets strategy and in current market conditions it could deploy an additional circa US$100 million in this strategy; (ii) as such, should there be limited take up of the Tender Offer as well as sufficient demand from investors to be able to utilise this capacity, the Board will explore options available to satisfy such demand; and (iii) given the potentially illiquid nature of the Company's investment opportunities and the time it could take to deploy any proceeds, depending on the level of demand it may be appropriate for the Company to issue C Shares to satisfy such demand.

As announced on 1 February 2016 take up of the Tender Offer has been limited, as a consequence of which the Board has decided to proceed with the Issue.

As at 3 February 2016 funds managed or advised by the Investment Manager and members of the BlackRock Group held approximately 18.9 per cent. of the voting rights attached to the existing issued Ordinary Share capital of the Company, certain of whom may participate in the Placing. In addition, a further fund managed by the Investment Manager intends to participate in the Placing in respect of at least 20 per cent. of the C Shares issued pursuant to the Issue. The extent of the participation in the Issue by the BlackRock Investors is dependent on inter alia: the aggregate holdings of the BlackRock Investors on Admission and following Conversion and ensuring that the C Shares meet the listing eligibility criteria in respect of shares in public hands. In addition, the Board wishes to give all existing Shareholders and potential new investors the opportunity to participate in the Issue. Institutional investors may participate in the Placing, alongside the BlackRock Investors, and investors who cannot participate in the Placing will, subject to the terms and conditions of the Offer for Subscription, be able to apply for C Shares under the Offer for Subscription. In the event that the Issue is oversubscribed, it will be necessary to scale back applications under the Placing and Offer for Subscription at the discretion of Winterflood (in consultation with the Company and the Manager). In such circumstances, the BlackRock Investors will be scaled back on the same basis as existing Shareholders.

The Issue, in addition to offering existing investors the opportunity to invest additional capital while allowing the Company to take advantage of opportunities in the investible universe, should also broaden the Company's share register by introducing new investors and improving liquidity for Shareholders.  The increased size of the Company should mean that the fixed costs of operating the Company are spread over a larger asset base, thereby reducing the Company’s ongoing charges.

The issue of further equity in the form of C Shares is designed to overcome the potential disadvantages for both existing and new investors which would arise out of a conventional fixed price issue of further Ordinary Shares for cash. In particular:

  • the assets representing the Net Proceeds will be accounted for as a separate pool of assets until the Conversion Date; by accounting for the Net Proceeds separately, holders of existing Ordinary Shares will not be exposed to a portfolio containing substantial amounts of uninvested cash nor to the costs of investing the Net Proceeds;

  • the C Shares will not convert into Ordinary Shares until at least 85 per cent. of the Net Proceeds of the C Share issue (or such other percentage as the Directors and Manager shall agree) have been invested in accordance with the Company's investment policy (or, if earlier, six months after the date of their issue). When determining whether 85 per cent. of the Net Proceeds (or such other percentage as the Directors and Manager shall agree) have been so invested, the Directors will assume that the cash balances held within the C Share asset pool have been adjusted in respect of any market exposure obtained through contracts for difference, to represent the level of cash the C Share asset pool would have held had the equivalent market exposure been obtained instead via direct equity investment;

  • the Net Asset Value of the existing Ordinary Shares will not be diluted by the expenses associated with the Issue which will be borne indirectly by the subscribers for C Shares and in certain circumstances, the Manager; and

  • the basis upon which the C Shares will convert into Ordinary Shares is such that the number of Ordinary Shares to which the C Shareholders will become entitled will reflect the relative Net Asset Value per Share of the assets attributable to the C Shares and the Ordinary Shares. As a result, the Net Asset Value per Ordinary Share will not be adversely affected by Conversion.

Following Conversion, the investments which were attributable to the C Shares will be merged with the Company's existing portfolio of investments. The new Ordinary Shares arising on Conversion of the C Shares will rank pari passu, subject to the terms of the Articles, with the Ordinary Shares then in issue.

The following resolutions which are necessary to authorise and carry out the Issue will be proposed at the Annual General Meeting to be held on 10 February 2016: (i) to authorise the allotment of up to 65 million C Shares and (ii) to disapply statutory pre-emption rights otherwise applicable to the allotment for cash of such C Shares.

Applications will be made to the UKLA and the London Stock Exchange for all of the C Shares to be admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective and that dealings in the C Shares will commence on 29 February 2016.

The expected timetable for the Issue is set out below.

Terms used and not defined in this announcement shall have the meaning given to them in the Prospectus.

A copy of the Prospectus has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/nsm.

Enquiries:

Simon White/Sarah Beynsberger
BlackRock Investment Management (UK) Limited
Tel: 020 7743 3000

Joe Winkley/Neil Morgan
Winterflood Investment Trusts
Tel: 020 3100 0000

Expected Timetable

Placing and Offer for Subscription opens  5 February 2016
Annual General Meeting 12.05 p.m. on 10 February 2016 (or such later time as the general meeting to approve the tender proposals concludes)
Latest time and date for receipt of Application Forms and, if applicable, Tax Residency Self-Certification Forms under the Offer for Subscription 1.00 p.m. on 23 February 2016
Latest time and date for commitments under the Placing 1.00 p.m. on 24 February 2016
Announcement of the results of the Issue  25 February 2016
Admission of the C Shares to the Official List of the UKLA and dealings in the C Shares commence on the main market for listed securities of the London Stock Exchange 8.00 a.m. on 29 February 2016
Crediting of CREST stock accounts in respect of the C Shares  29 February 2016
Share certificates despatched in respect of the C Shares week commencing 7 March 2016 (or as soon as possible thereafter)

All references are to London time unless otherwise stated.

Dates and times are indicative only and may be subject to change. Any changes will be notified via a RIS.

Important Information

The distribution of this announcement and the Issue in certain jurisdictions may be restricted by law. Other than in the United Kingdom, no action has been taken by the Company or 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 shares in any jurisdiction where action for that purpose is required.

Persons into whose possession this announcement comes are required by the Company and Winterflood to inform themselves about, and to observe, such restrictions.

The C Shares have not been nor will be registered under the United States Securities Act of 1933 (as amended) (the "Securities Act") or with any securities or regulatory authority of any state or other jurisdiction of the United States, and the C Shares may not be offered, sold, exercised, resold, transferred or delivered, directly or indirectly within the United States or to or for the account or benefit of, US Persons (as defined in Regulation S under the Securities Act ("Regulation S")).  There will be no public offer of the C Shares in the United States.  The C Shares are being offered or sold only outside the United States to non US Persons in offshore transactions in reliance on the exemption from the registration requirements of the Securities Act provided by Regulation S. The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended, and the recipients of this document will not be entitled to the benefits of that Act.

The C Shares have not been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of C Shares or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States and any re-offer or resale of any of the C Shares in the United States or to U.S. Persons may constitute a violation of U.S. law or regulation.

Recipients of this announcement are reminded that applications for C Shares may be made solely on the basis of the information contained in the Prospectus.

No representation or warranty, express or implied, is made or given by or on behalf of the Company, Winterflood, the Investment Manager or the Manager or any of their respective directors, partners, officers, employees, agents or advisers or any other person (whether or not referred to in this announcement) as to the accuracy, completeness or fairness of the information contained herein and no responsibility or liability is accepted by any of them for any such information or opinions.

No offer or invitation to subscribe for or acquire shares in the Company is being made by or in connection with this announcement.

Winterflood, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as sponsor and placing agent to the Company in relation to the Issue and Admission and will not be responsible to any other person for providing the protections afforded to clients of Winterflood or for advising any other person on the contents of this announcement or any matter, transaction or arrangement referred to herein.

Top of Page