Issue of Equity

For publication in the United Kingdom only. Not for release, publication or distribution directly or indirectly, in whole or in part, in, into or from the United States, Canada, Australia, the Republic of South Africa, Japan, Jersey or Guernsey or into any other jurisdiction where the availability of the Issue would breach any applicable law. This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the Prospectus published by the Company in connection with the proposed Issue. Copies of the Prospectus are available from the Company's registered office. BLACKROCK COMMODITIES INCOME INVESTMENT TRUST PLC PROPOSED ISSUE OF C SHARES AND CONTINUATION RESOLUTION AND NOTICE OF GENERAL MEETING 1 September 2010 Introduction The Board of BlackRock Commodities Income Investment Trust plc (the "Company") is pleased to confirm that the Company intends to raise up to £75 million before expenses by way of a placing (the "Placing") and an offer for subscription (the "Offer for Subscription") of up to 75 million C Shares at an issue price of 100p per C Share. The Board is also proposing to Shareholders that the Company continue as an investment company. The Continuation Resolution being put to Shareholders, as an ordinary resolution, would otherwise have been proposed at the annual general meeting of the Company in 2011. If the Continuation Resolution is passed, the Company will continue indefinitely and no such further resolutions will be proposed automatically at future annual general meetings or general meetings. The Issue is conditional upon the passing of the Continuation Resolution. The Company has today published a prospectus and circular convening a General Meeting to be held at 10.30 a.m. on 28 September 2010 in respect of the Issue and the Continuation Resolution (the "Prospectus"). Terms used in this announcement have the same meaning as set out in the Prospectus. Background to the Issue Over the period from the Company's launch on 13 December 2005 to 27 August 2010 (being the latest practicable date prior to the publication of the Prospectus), the Total Return per Ordinary Share has been 49.8 per cent (Source: the Manager). After due consideration, the Board has concluded that, in response to demand from existing Shareholders and potential new investors, it is an appropriate time to expand the Company's capital base by means of a new issue of C Shares which should also improve market liquidity for all Shareholders. The implementation of these Proposals will require the approval of Shareholders at a General Meeting, convened for 10:30 a.m. on 28 September 2010 (or at any adjournment thereof). Special Dividends In light of the Company's accumulated revenue reserves, the Company intends to distribute two special dividends to Existing Shareholders in addition to any interim dividend for the third quarter of the current financial year. The First Special Dividend, if paid, is expected to represent a proportion of the Group's existing revenue reserves after the declaration of any interim dividend for the third quarter of the current financial year. The record date for the First Special Dividend, if paid, is expected to be 24 September 2010 (being the same date as the expected record date for any such interim dividend). The Second Special Dividend, if paid, will cover the income accruing to holders of Ordinary Shares for the period from 1 September 2010 to the Calculation Time for the Conversion of the C Shares. The record date for the Second Special Dividend, if paid, is expected to be 29 October 2010. The Board's intention to distribute the Special Dividends should not be interpreted as a profit or dividend forecast as dividend payments by the Company will depend on the income stream generated by the underlying investments of the Company's investment portfolio. If paid, holders of C Shares will not be entitled to participate in either Special Dividend. The Special Dividends, if paid, will be paid to Shareholders on the Company's register of members on the relevant record date in accordance with the London Stock Exchange's dividend procedure timetable. The holders of Ordinary Shares arising on the conversion of the C Shares will be entitled to any dividend declared, made or paid by reference to a record date falling after the Conversion Time paid out of the Group's accrued revenue reserves. The change in the Net Asset Value per Ordinary Share arising from any distribution to Existing Shareholders before the Conversion Time (e.g. due to the payment of the Interim Dividend and /or the Special Dividends) will result in an adjustment to the C Share conversion ratio (as more particularly described in Part IV of the Prospectus) and, accordingly, will not have an effect on the total value for Existing Shareholders. Investment Outlook In the long term the Board and the Manager believe the outlook for commodity markets is positive. They anticipate that demand growth will be driven by the emerging economies such as China and India as their intensity of use of commodities rises from relatively low levels. The Board and the Manager also believe that supply growth on the other hand will be constrained after many years of underinvestment together with a lack of exploration success. Under this scenario, the Board and the Manager believe that commodity prices are likely to trend higher. In the short term, the Manager remains reasonably cautious. The key issues that the Manager believes are likely to influence commodity markets during the remainder of 2010 include, amongst others, the level of Chinese imports, the extent of the economic recovery in OECD economies and the direction of the US dollar. In the meantime the Manager will continue to focus on making long term investments in companies with quality assets that are in production and which have a record of returning cash to shareholders. Issue Costs The Directors anticipate that the costs of the Issue will be approximately £1.875 million on the assumption that the Initial Gross Proceeds are £75 million, equivalent to 2.5 per cent. of the Initial Gross Proceeds. In the event that the Initial Gross Proceeds are less than £75 million, the costs of the Issue will be reduced proportionately. The Manager will set-off such proportion of the expenses of the Issue as equals 0.5 per cent. of the Initial Gross Proceeds against its future management fee and the remainder of the expenses will be borne by the C Shareholders. Benefits of the Placing and Offer for Subscription The Board proposes to increase the Company's size in a responsible manner. Accordingly, after detailed discussions with the Manager, the Board has concluded that an issue of up to £75 million would be appropriate such that the structure of the existing portfolio and returns should not be diluted as a result of the proposed capital increase. The Directors believe that the Issue will confer the following benefits on Shareholders and the Company: * Diversify the investor base and improve liquidity: creating a larger Company by asset value with a shareholder base more broadly diversified by investor type, thereby facilitating secondary market liquidity; * Improvement of the Company's profile: growing the scale of the Company is likely to boost the Company's profile within the investor community, including market maker participation and research analyst coverage which should have a beneficial impact on liquidity; * Open access to the Company's equity: allowing those investors who would not otherwise have been able to invest in the Company to the extent they wish, to make an investment; and * Create further economies of scale via total expense ratio reduction: providing a larger asset base through which the fixed costs of the Company may be spread, thereby providing for a reduction to the Company's total expense ratio. The Company has estimated that a capital raising of £75m will produce a concomitant total expense ratio reduction of 0.17 per cent. assuming 2009 expense levels (adjusted to take account of the net proceeds of the Issue (having assumed the Issue will be fully subscribed)). The Proposals also ensure, through the C Share conversion mechanism, that Existing Shareholders will remain fully invested and not suffer any dilution for the costs of the Proposals. Rationale for the Continuation Resolution The Directors believe that Shareholders should vote in favour of the Continuation Resolution for the following reasons: * the Company has performed strongly since inception, offering a consistent progressive dividend. The dividend paid by the Company has increased each year since inception, and in each year the Company has distributed more income than it targeted; * despite the recent period of economic turmoil the Total Return per Ordinary Share has been 49.8 per cent since inception to 27 August 2010 (the last practicable date prior to the publication of the Prospectus); * the Company has met its annual dividend targets and, over the longer term, capital growth, by investing primarily in securities of companies operating in the mining and energy sectors; * in price terms, the Company has performed creditably. The market has attached comparable value in share price terms to the Net Asset Value per Ordinary Share, with the Company's average discount since inception to 27 August 2010 (the last practicable date prior to publication of the Prospectus) being 0.96 per cent.; * the Company offers access to the Manager's leading energy and mining portfolio management capability in a tax efficient format. The natural resources team has over 120 years' combined experience and comes from a diverse mix of academic and industry backgrounds. The team's sector dedication and long term presence in the market continues to be a strong competitive advantage when analysing mining and energy companies. The team benefits from regular interface with management and onsite due diligence in addition to a proven investment strategy which combines bottom-up stock selection with top down macro overlay. The team also has the ability to leverage the wider knowledge and expertise in the natural resources sector of the Manager; and * the Board remains confident in the Company's ability to produce a progressive annual dividend and to generate consistent long-term capital appreciation. Moreover, the Board retains conviction in the business model of the Company and the advantages of an investment trust structure. If the Continuation Resolution is not passed at the General Meeting the Issue will not proceed and the Directors shall formulate proposals to be put to Shareholders at a general meeting to be convened by the Directors to reorganise or reconstruct the Company or to wind up the Company. The C Shares Net Proceeds The Net Proceeds will be managed as a separate pool until the earlier of: (i) the date on which 85 per cent. (or such lower percentage as the Directors and the Manager may determine) of the Net Proceeds have been invested or committed to be invested; and (ii) the close of business on the date falling six months after Admission, at which point (on the basis of the Net Asset Value per Ordinary Share (adjusted to take the Second Special Dividend into account) and the Net Asset Value per C Share on the Calculation Time) the Conversion Ratio for the conversion of the C Shares into the Ordinary Shares will be calculated. Once the Conversion Ratio has been calculated (which may take up to 30 Business Days after the Second Special Dividend record date), the C Shares will convert into Ordinary Shares. Please refer to the Prospectus for further details on the conversion mechanism. Placing and Offer for Subscription The Placing of C Shares is being made at 100p per C Share on a non-pre-emptive basis to investors procured by J.P. Morgan Cazenove. The Offer for Subscription of C Shares is being made by the Company at 100p per C Share to the public in the United Kingdom on a non-pre-emptive basis and is subject to a minimum subscription amount of £2,000. There is no priority as between C Shares available under the Offer for Subscription and the Placing and the basis of allocation shall be determined by J.P. Morgan Cazenove at its discretion. The C Shares will not carry any rights to dividends but shall carry voting rights. Reasons for issuing C Shares The Ordinary Shares arising on Conversion of the C Shares will rank pari passu with the Ordinary Shares then in issue. 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 investments from time to time representing the proceeds of the Issue will be accounted for as a separate pool of assets until the Calculation Time, by which time it is expected they will have been at least 85 per cent. invested in accordance with the Company's investment policy. As a result, holders of existing Ordinary Shares will not be exposed to a portfolio containing substantial amounts of uninvested cash; * the Net Asset Value of the existing Ordinary Shares will not be diluted by the expenses associated with the Issue which will be borne by the Manager and the subscribers for C Shares; and * the basis upon which the C Shares will convert into Ordinary Shares is such that the number of Ordinary Shares to which C Shareholders will become entitled will reflect the relative investment performance and value of the separate pool of additional capital attributable to the C Shares (raised pursuant to the Issue) up to the Calculation Time as compared to the Net Asset Value of the existing Ordinary Shares (adjusted to take the Second Special Dividend into account) at that time. As a result, neither the Net Asset Value per Ordinary Share nor the Net Asset Value per C Share will be adversely affected by Conversion. The full terms of the C Shares and the Conversion Ratio are set out in Part IV of the Prospectus. Following Conversion, the investments which were attributable to the C Shares will be merged with the Company's existing portfolio of investments. General Meeting A General Meeting of the Company to approve the Proposals has been convened for 10.30 a.m. on 28 September 2010. Notice of the General Meeting is set out in the Prospectus. Resolution 1 is a special resolution which amends the Articles to allow the Board to propose the Continuation Resolution at the General Meeting rather than at the annual general meeting of the Company to be held in 2011. Subject to the passing of Resolution 1, Resolution 2 is an ordinary resolution and provides that the Company should continue as an investment company. Resolution 3 is a special resolution conditional upon the passing of Resolution 2. Resolution 3 (i) adopts the New Articles which set out the rights and restrictions attaching to the C Shares; (ii) give the Directors the authority to allot C Shares; (iii) disapplies statutory pre-emption rights in respect of the C Shares; and (iv) gives the Company the authority to make market purchases of up to 14.99 per cent. of the C Shares in issue following Admission. Expected Timetable Latest time and date for receipt of Application 3.00 p.m. on 20 September Forms under the Offer for Subscription* 2010 Latest time and date for receipt of Placing 3.00 p.m. on 24 September commitments* 2010 Expected record date for First Special Dividend 24 September 2010 on Ordinary Shares General Meeting 10:30 a.m. on 28 September 2010 Admission of C Shares to the Official List and 30 September 2010 unconditional dealings in C Shares commence Crediting of CREST stock accounts in respect of 30 September 2010 the C Shares Share certificates in respect of the C Shares Week commencing 11 October despatched 2010 Expected Conversion Time for conversion of C 1 November 2010 Shares to Ordinary Shares * The Directors may, with the prior approval of J.P. Morgan Cazenove, alter such date and thereby shorten or lengthen the offer period. In the event that the offer period is altered, the Company will notify investors of such change through the publication of a notice through a regulatory information service provider to the London Stock Exchange. The above times and/or dates may be subject to change and, in the event of such change, the revised times and/or dates will be notified to Shareholders by an announcement through a regulatory information service. A copy of the Prospectus and circular has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.do. Enquiries BlackRock Investment Management (UK) Limited Jonathan Ruck Keene/Kerry Higgins +44 (0) 20 7743 3000 J.P. Morgan Cazenove William Simmonds +44 (0)20 7155 4579 This announcement(the "Announcement")is an advertisement and not a prospectus or offering memorandum or an offer in respect of any securities and investors should not subscribe for or purchase any securities referred to in this Announcement except on the basis of information in the Prospectus which has been published by the Company today. Copies of the Prospectus are available, subject to certain restrictions, from the Company's registered office. This Announcement, is not for distribution directly or indirectly in or into the United States, Canada, Australia, the Republic of South Africa, Japan, Guernsey or Jersey or any jurisdiction into which the same would be unlawful. This Announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in the United States, Canada, Australia, South Africa or Japan or any jurisdiction in which such an offer or solicitation is unlawful. The shares in the Company referred to in this Announcement have not been and will not be registered under the United States Securities Act of 1933, as amended ("Securities Act") and may not be offered or sold within the United States absent registration or an exemption from registration. A public offering of securities will be made in the United Kingdom, but not in the United States or elsewhere. This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability (whether in negligence or otherwise) arising directly or indirectly from the use of this document is or will be accepted by J.P. Morgan Securities Limited (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") or by any of its respective directors, officers, employees, advisers, representatives or other agents or affiliates as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed. J.P. Morgan Cazenove, which is regulated and authorised in the United Kingdom by the FSA, is acting for the Company in connection with the Issue and no one else and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Issue and will not be responsible to anyone other than the Company for providing the protections afforded to clients of J.P. Morgan Cazenove, nor for providing advice in relation to the Issue or the contents of this Announcement. The distribution of this Announcement and the offering of the Shares in certain jurisdictions may be restricted by law. Save in the United Kingdom, no action has been taken by the Company or J.P. Morgan Cazenove that would permit an offering of such 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 J.P. Morgan Cazenove to inform themselves about, and to observe, such restrictions. Certain statements in this Announcement are forward-looking statements which are based on the Company's, expectations, intentions, beliefs and projections regarding, among other things, its future performance, anticipated events or trends and other matters that are not historical facts. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Yields may vary, and are not guaranteed. There is no guarantee that the market price of shares in the Company will fully reflect their underlying Net Asset Value. This Announcement should not be considered a recommendation by J.P. Morgan Cazenove or any of its respective directors, officers, employees, advisers or any of its affiliates in relation to any purchase of or subscription for securities. No representation or warranty, express or implied, is given by or on behalf of J.P. Morgan Cazenove or any of its directors, officers, employees, advisers or any of their respective affiliates or any other person as so to the accuracy, fairness, sufficiency or completeness of the information or the opinions or the beliefs contained in this Announcement (or any part hereof). None of the information contained in this document has been independently verified or approved by or any of its directors, officers, employees, advisers or any of their respective affiliates. Save in the case of fraud, no liability is accepted by J.P. Morgan Cazenove or any of its directors, officers, employees, advisers or any of their respective affiliates for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this document or its contents or otherwise in connection with this document. No person has been authorised to give any information or to make any representations other than those contained in this Announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company and J.P. Morgan Cazenove. Subject to the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules, the issue of this Announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this Announcement or that the information in it is correct as at any subsequent date. Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement. This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.
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