BlackRock Frontiers Investment Trust plc
Results of General Meeting
Following the General Meeting which was held today, the Board is pleased to
announce that the following Special and Ordinary Resolutions put to
shareholders were passed on a vote on a show of hands:
SPECIAL RESOLUTION
1. THAT the new articles of association (in the form produced to the meeting
and signed by the Chairman for the purposes of identification) be adopted as
the articles of association of the Company in substitution for and to the
exclusion of the existing articles of association.
ORDINARY RESOLUTIONS
2. THAT, conditionally upon the passing of resolution 1, the Directors are
generally and unconditionally authorised in accordance with section 551 of the
Companies Act 2006 (the "Act") to exercise all the powers of the Company to
allot 70 million C shares of US$0.10 each in the capital of the Company ("C
Shares") in connection with the placing and offer for subscription of up to 70
million C Shares at an issue price of 100p per C Share (the "Issue"), such
authority to expire at the conclusion of the annual general meeting of the
Company to be held in 2014, save that the Company may, at any time prior to the
expiry of such authority, make an offer or enter into an agreement which would
or might require the allotment of C Shares after the expiry of such authority
in pursuance of such an offer or agreement as if such authority had not
expired.
3. THAT, conditionally upon the passing of resolutions 2 and 4 notwithstanding
that the proposed participation by funds managed or advised by BlackRock
Investment Management (UK) Limited in the Issue is a related party transaction
of the Company for the purposes of the listing rules made by the UKLA under
section 74 of FSMA, the Company's proposal to issue and allot up to, in
aggregate, 30 million C Shares to funds managed or advised by BlackRock
Investment Management (UK) Limited pursuant to the Issue be approved.
SPECIAL RESOLUTIONS
4. THAT, conditionally upon the passing of resolution 2, the Directors are
generally empowered (pursuant to section 570 of the Act) to allot C Shares for
cash pursuant to the authority referred to in resolution 2 above as if section
561 of the Act did not apply to any such allotment, such power to expire at the
conclusion of the annual general meeting of the Company to be held in 2014,
save that the Company may, at any time prior to the expiry of such power, make
an offer or enter into an agreement which would or might require C Shares to be
allotted after the expiry of such power and the Directors may allot C Shares in
pursuance of such an offer or agreement as if such power had not expired.
5. THAT, conditionally upon the issue of C Shares by the Company pursuant to
the Issue and the payment up in full thereof, the amount standing to the credit
of the share premium account of the Company following completion of the Issue
be cancelled.
ORDINARY RESOLUTION
6. THAT, in substitution for the authority granted by resolution 8 which was
passed as an ordinary resolution at the annual general meeting of the Company
held on 5 March 2013, the Directors are generally and unconditionally
authorised in accordance with section 551 of the Act to exercise all the powers
of the Company to allot ordinary shares of US$0.01 each in the capital of the
Company (the "Ordinary Shares") and to grant rights to subscribe for or to
convert any security into Ordinary Shares ("Securities"):
(i) up to an aggregate nominal amount of US$47,383.13 up to the date of
conversion of the C Shares issued pursuant to the Issue, if any, into Ordinary
Shares (the "Conversion Date"); and
(ii) from the Conversion Date, up to an aggregate nominal amount of 5 per cent.
of the aggregate nominal value of the issued Ordinary Shares immediately
following the Conversion Date,
provided that such authority shall expire at the earlier of 31 March 2014 and
the conclusion of the annual general meeting of the Company to be held in 2014
but so that the Company may, before such expiry, make any offer or agreement
which would or might require Securities to be allotted after the expiry of such
authority pursuant to any such offer or agreement as if the authority hereby
conferred has not expired.
SPECIAL RESOLUTION
7. THAT, in substitution for the authority granted by resolution 9 which was
passed as a special resolution at the annual general meeting of the Company
held on 5 March 2013, the Directors are empowered (pursuant to sections 570 and
573 of the Act) to allot equity securities (as defined in section 560 of the
Act) and to sell equity securities held by the Company as treasury shares (as
defined in section 724 of the Act) for cash pursuant to the authority referred
to in resolution 6 above as if section 561 of the Act did not apply to any such
allotments or sales provided that this power:
(i) shall expire at the earlier of 31 March 2014 and the conclusion of the
annual general meeting of the Company to be held in 2014, save that the Company
may, at any time prior to the expiry of such power, make an offer or enter into
an agreement which would or might require equity securities to be allotted or
sold from treasury after the expiry of such power and the Directors may allot
or sell equity securities in pursuance of such an offer or agreement as if such
power had not expired;
(ii) shall be limited to the allotment of equity securities and/or the sale of
equity securities held in treasury for cash: (a) up to an aggregate nominal
amount of US$47,383.13 up to the Conversion Date; and (b) from the Conversion
Date, up to an aggregate nominal amount of 5 per cent. of the aggregate nominal
value of the issued Ordinary Shares immediately following the Conversion Date;
and
(iii) shall be limited to the allotment of equity securities and/or the sale of
equity securities held in treasury at a price of not less than the net asset
value per Ordinary Share.
Under listing rule 9.6.2 a copy of the Ordinary and Special Resolutions has
been submitted to the National Storage Mechanism, and will shortly be made
available for inspection at:
www.hemscott.com/nsm.do
Proxy votes received in favour of the resolutions were as follows:
Resolution 1: 100%
Resolution 2: 100%
Resolution 3: 100%
Resolution 4: 100%
Resolution 5: 100%
Resolution 6: 100%
Resolution 7: 100%
25 July 2013
Enquiries:
Darren Willis/Alex Blake - Winterflood Investment Trusts 020 3100 0258/0297
Simon White - BlackRock - 0207 743 5284
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