Publication of Prospectus
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA OR JAPAN
BlackRock Greater Europe Investment Trust plc
Bonus Issue of Subscription Shares
Further to the announcement on 29 January 2013, the Board of BlackRock Greater
Europe Investment Trust plc (the "Company"), has today published a combined
circular and prospectus (the "Prospectus") in connection with a bonus issue of
Subscription Shares to Shareholders on the register at close of business on
16 April 2013 (the "Bonus Issue").
The principal reason for the Bonus Issue is to provide a means of potentially
off-setting the impact of the Company's periodic tender offers, through the
issue of further Ordinary Shares upon the exercise of the Subscription Share
Rights, and this may in due course also improve the liquidity in the market for
the Ordinary Shares. The proposed Subscription Price (determined on the basis
described below) reflects the Board's confidence in the Company's prospects and
its hope that Subscription Shareholders will be able to exercise their
Subscription Share Rights and acquire Ordinary Shares on favourable terms in
the future.
The Bonus Issue requires the Company to adopt new the articles of association
(the "New Articles"), obtain authority to allot the Subscription Shares and
obtain authority to purchase up to 14.99 per cent. of the issued Subscription
Shares. Authority will also be sought for the capitalisation of certain sums
standing in the Company's reserves and authorisation for the consolidation,
sub-division or redemption of any share capital in connection with the exercise
of the Subscription Share Rights so as to enable conversion of the Subscription
Shares into Ordinary Shares. As these matters require Shareholder approval, the
Bonus Issue is conditional on the passing of the shareholder resolutions to be
proposed at the General Meeting of the Company to be held on 18 April 2013, as
well as the admission of the Subscription Shares to the standard segment of the
Official List and to trading on the main market for listed securities of the
London Stock Exchange.
Bonus Issue
The Company is proposing to issue Subscription Shares to Qualifying
Shareholders on the basis of one Subscription Share for every five Existing
Ordinary Shares held on 16 April 2013 (the "Record Date"), subject to the
passing of the shareholder resolutions. The Subscription Shares will be issued
by way of a bonus issue to Qualifying Shareholders. Each Subscription Share
will confer the right (but not the obligation) to subscribe for one Ordinary
Share upon exercise of the Subscription Share Rights and on payment of the
Subscription Price, as set out below.
Notice to exercise the Subscription Share Rights may be given to take effect
quarterly on the last Business Day of January, April, July and October between
and including the last Business Day in July 2013 and the last Business Day in
April 2016 (any date on which subscription occurs being a "Subscription Date"),
after which the Subscription Share Rights will lapse. The Ordinary Shares
arising on exercise of the Subscription Share Rights will be allotted within
ten Business Days of the relevant exercise date.
Subscription Shares will rank equally with each other and will not carry the
right to receive any dividends from the Company or the right to attend and vote
at general meetings of the Company.
The Subscription Price will be equal to the unaudited undiluted cum income Net
Asset Value per Ordinary Share as at the close of business on 16 April 2013,
plus a percentage premium on such amount rounded up to the nearest whole penny,
as follows:
i. if the Subscription Share Rights are exercised to have effect on any
Subscription Date between and including the last Business Day in July 2013
and the last Business Day in April 2014, a 3 per cent. premium to such Net
Asset Value per Ordinary Share; and
ii. if the Subscription Share Rights are exercised to have effect on any
Subscription Date between and including the last Business Day in July 2014
and the last Business Day in April 2016, a 10 per cent. premium to such Net
Asset Value per Ordinary Share.
The NAV for the purpose of calculating the Subscription Price will be the
unaudited value of the Company's assets calculated in accordance with the
Company's accounting policies (including revenue items for the current
financial year) less all prior charges and other creditors at their fair value
(including the costs of the Bonus Issue). Prior charges include all loans and
overdrafts that are to be used for investment purposes.
Fractions of Subscription Shares will not be allotted or issued and
entitlements will be rounded down to the nearest whole number of Subscription
Shares.
It is expected that an announcement setting out the Subscription Price will be
made on 17 April 2013.
The ISIN of the Subscription Shares is GB00B99HJ527, the SEDOL is B99HJ52 and
the ticker is BRGS.
General Meeting
The Bonus Issue is conditional on, amongst other things, the approval of the
shareholder resolutions to be proposed at a General Meeting of the Company
which will be held at 11 a.m. on 18 April 2013 at 12 Throgmorton Avenue, London
EC2N 2DL.
New Articles
If the shareholder resolutions are approved, the New Articles will be adopted
to replace the existing articles. The New Articles will set out the rights
attaching to the Subscription Shares.
Overseas Shareholders
The issue of Subscription Shares to be issued under the Bonus Issue are not
being issued to persons who have a registered or mailing address in each of the
United States, Australia, Canada, Japan, or any other jurisdiction in which the
Bonus Issue may result in the contravention of any registration or other legal
requirement of such jurisdiction (the "Restricted Shareholders"). The Board
will allot any Subscription Shares due under the Bonus Issue to Restricted
Shareholders to a market maker who will sell such Subscription Shares promptly
at the best price obtainable. The proceeds of sale will be paid to the
Restricted Shareholders entitled to them save that entitlements of less than £5
per Restricted Shareholder will be retained by the Company for its own account.
Expected timetable - 2013
Latest time and date for receipt of Forms of Direction from
Savings Scheme Participants 5.00 p.m. on 8 April
Latest time and date for receipt of Forms of Proxy 11.00 a.m. on 16 April
Record Date for the Bonus Issue close of business on 16 April
Calculation Date for the Subscription Price close of business on 16 April
Announcement of the Subscription Price 17 April
General Meeting to approve the Bonus Issue 11.00 a.m. on 18 April
Admission of the Subscription Shares to the Official List
and dealings in the Subscription Shares commence 8.00 a.m. on 19 April
Crediting of CREST stock accounts in respect of the
Subscription Shares 8.00 a.m. on 19 April
Share certificates despatched in respect of the
Subscription Shares week commencing 22 April
The Prospectus will shortly be available for inspection at the National Storage
Mechanism which is located at www.morningstar.co.uk/uk/nsm and the Company's
website which is located at http://www.blackrock.co.uk/literature/prospectus/
blackrock-greater-europe-investment-trust-prospect-bonus-issue.pdf.
Terms used and not defined in this announcement shall bear the meaning given to
them in the Prospectus dated 25 March 2013.
Enquiries
Simon White - 020 7743 5284
Caroline Driscoll - 020 7743 2427
BlackRock Investment Management (UK) Limited
Will Rogers - 020 7397 1920
Sapna Shah - 020 7397 1922
Cenkos Securities plc
Date: 25 March 2013
IMPORTANT
This announcement is an advertisement and is not a prospectus. Accordingly,
investors are advised to read the Prospectus as a whole and make any decision
on the basis of information in the Prospectus itself. No reliance may be placed
for any purpose on the information contained in this announcement or its
accuracy or completeness. This announcement does not constitute or form part of
any offer to issue or sell, or any solicitation of any offer to subscribe or
purchase any investments in any jurisdiction nor shall it (or the fact of its
distribution) form the basis of, or be relied on in connection with, any
contract therefore.
This announcement should not be construed as advice relating to legal, taxation
or any other matters and does not constitute a recommendation to sell or the
solicitation of an offer to subscribe for or buy, nor shall there be any sale
of, any securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful or would impose any unfulfilled registration,
publication or approval requirements on the Company or Cenkos Securities plc.
The contents of this announcement include statements that are, or may be deemed
to be, "forward looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believe", "expect", "intend", "will" or " should". By their nature, forward
looking statements involve risks and uncertainties and readers are cautioned
that any such forward-looking statements are not guarantees of future
performance. The Company's actual results and performance may differ materially
from the impression created by the forward-looking statements. The Company
undertakes no obligation to publicly update or revise forward-looking
statements, except as may be required by applicable law and regulation
(including the Listing Rules). No statement in this announcement is intended to
be a profit forecast.
This announcement is not for distribution directly or indirectly in or into,
and does not constitute an offer to sell or issue or the solicitation of an
offer to buy shares in the capital of the Company in the United States, of
America ("United States"), Australia, Canada or Japan or any jurisdiction in
which such an offer or solicitation is unlawful. The shares referred to in this
announcement have not been and will not be registered under the United States
Securities Act of 1933 (as amended), or under the securities laws of any state
or other political sub-division of the United States or under the applicable
securities laws of any of Australia, Canada or Japan and may not be offered or
sold within the United States absent registration or an exemption from
registration. No public offering of securities will be made in the United
States, Australia, Canada or Japan.
The Subscription Shares, Subscription Share Rights and the Ordinary Shares
issued pursuant to the exercise of Subscription Share Rights attaching to the
Subscription Shares have not been and will not be registered under the relevant
laws of any territory outside of the UK or any state, province or territory
thereof. Persons into whose possession this announcement comes, and Qualifying
Shareholders wishing to exercise Subscription Share Rights, are required by the
Company and Cenkos Securities plc to inform themselves about, and to observe,
such restrictions.