NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICABLACKROCK FRONTIERS INVESTMENT TRUST PLC
25 February 2016
Results of C Share Issue
Further to the announcement on 5 February 2016, the Board of BlackRock Frontiers Investment Trust plc (“BRFI†or the “Companyâ€) is pleased to announce that it has successfully raised £15 million through the Placing and Offer for Subscription (the “Issueâ€) of C shares of US$0.10 each in the Company (the “C Sharesâ€).
A total of 13,997,001 C Shares will be issued pursuant to the Placing and 1,003,000 C Shares will be issued pursuant to the Offer for Subscription.
Applications have been made for 15,000,001 C Shares to be admitted to the premium listing segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities (â€Admissionâ€). Admission is expected to occur at 8.00 a.m. on 29 February 2016.
The ticker symbol for the Company's C Shares is BRFC. The terms and timing of the conversion of the C Shares into Ordinary Shares will be announced in due course.
Unless otherwise defined, capitalised terms in this announcement shall have the meaning given to them in the Company’s prospectus dated 5 February 2016.
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
Important Information
This announcement does not constitute and may not be construed as, an offer to sell or an invitation to purchase, investments of any description, or a recommendation regarding the issue or the provision of investment advice by any party. No information set out in this announcement or referred to in other written or oral form is intended to form the basis of any contract of sale, investment decision or any decision to purchase shares in the Company.
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.
Applications for C Shares have been made solely on the basis of the information and opinions 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.