SUBMISSION OF DOCUMENTS
Documents on BlackRock Latin American Investment Trust plc:
Copies of the Annual Report & Accounts for the year ended 31 December 2009 and
the Form of Proxy have been submitted to the UK Listing Authority, and will
shortly be available for inspection at the UK Listing Authority's Document
Viewing Facility, which is situated at:
The Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
Tel. No. (0)20 7066 1000
The Notice of Annual General Meeting, contained within the Annual Report and
Accounts, includes a special resolution to approve the adoption of new Articles
of Association, amended to incorporate changes brought about by the
implementation of the Companies Act 2006 ("the Act") and the Companies
(Shareholders' Rights) Regulations 2009 ("the Directive"). The proposed new
Articles of Association (together with a document showing the changes to the
existing Articles of Association) are available for inspection at the Company's
registered office, 33 King William Street, London EC4R 9AS until the close of
the Annual General Meeting. A copy of the proposed new Articles of Association
has also been lodged with the UK Listing Authority and will shortly be
available for publication through the above document viewing facility.
The principal changes introduced in the new Articles proposed to be adopted by
the Company are as follows:
(a) Authorised share capital - the requirement for a company's articles of
association to state its authorised share capital and for this to serve as a
limit on the maximum amount of shares which may be issued has been removed with
effect from 1 October 2009. The provision in the Company's existing Articles
relating to authorised share capital is being deleted. Furthermore, from 1
October 2009 the Company is able to re-denominate its share capital by
converting shares from a fixed nominal value in one currency to having a fixed
nominal value in another currency and the ability to do this has been
incorporated into the new Articles.
(b) Redeemable shares - upon adoption of the new Articles the Directors will be
able to determine the terms and conditions on which any shares are redeemable.
(c) Share transfers - under the Act, a company must either register a transfer
or give the transferee notice of, and reasons for, its refusal to register the
transfer. Any registration of a transfer or notice of refusal must be made as
soon as practicable and in any event within two months from the date that the
transfer is lodged with the Company. The new Articles reflect these
requirements.
(d) Closing of the register - with effect from 1 October 2009, companies are no
longer able to close their register, therefore the provision in the existing
Articles allowing this is being removed.
(e) Objects clause - the provisions regulating the operations of the Company
were until 1 October 2009 set out in the Company's Memorandum and Articles of
Association. The Act significantly reduces the constitutional significance of a
company's memorandum and the majority of the previous provisions of the
memorandum, most notably the objects clause, are deemed to be part of the
company's articles of association with effect from 1 October 2009. The Act
states that, unless a company's articles provide otherwise, a company's objects
are unrestricted. This abolishes the need for companies to have objects
clauses. For this reason the Company is proposing to remove its objects clause
(together with all other provisions of its Memorandum which, by virtue of the
Act, are treated as forming part of the Company's Articles of Association as of
1 October 2009) by adopting the new Articles.
(f) Reduction of notice period for general meetings - the notice period for
meetings at which special resolutions are considered has been reduced from 21
days to 14 days. However, this has been subject to the further changes made by
the Directive. The new Articles contain provisions which have been broadly
drafted to allow for the changes imposed by the Directive and would enable the
Company to hold general meetings on 14 days' clear notice provided that the
requirements of the Directive are satisfied.
(g) Consent to short notice - as the Company is listed on the Official List,
the provisions which previously permitted the Company to convene general
meetings on short notice if the requisite level of shareholder consent was
obtained (unanimity in the case of an annual general meeting and 95% in the
case of any other general meeting) have been deleted.
(h) Adjournments - if a general meeting is adjourned, the minimum period before
the adjournment can be held has been increased from seven days to not less than
10 clear days.
(i) Reduction in quorum requirements - under the new Articles the quorum
requirement for general meetings will be reduced from not less than three to
not less than two members present and entitled to vote in person or by proxy.
(j) Proxy votes - the new Articles permit proxies to vote on a show of hands as
well as on a poll in accordance with the Act. The provisions which apply where
the same proxy has been appointed by more than one member have been amended so
as to clarify the number of votes which the proxy may cast both on a show of
hands and on a poll. On a show of hands the number of votes which may be cast
will depend on whether the proxy has been instructed to vote both for and
against the relevant resolution.
(k) Chairman's casting vote - pursuant to the Directive, a Chairman's casting
vote at general meetings is no longer effective, therefore this provision is
being removed.
(l) Exclusion of working days - various provisions in the Articles which
require documents, such as forms of proxy, to be lodged with the Company
stipulate a period of not less than 48 hours before a specified cut-off time by
which the relevant documents must be lodged. New provisions are being included
in the Articles which would permit (but not require) the Directors not to take
into account days which are not working days when calculating those periods.
(m) Change of name - under the new Articles the Company may change its name by
the members passing a special resolution or by a resolution of the Directors.
(n) Directors' notification of interests - the provisions relating to the
notification of Directors' interests to the Board have been consolidated and
updated to reflect the requirements of the Act as to how and when such
interests should be disclosed to the Board.
(o) Power to insure - a new provision has been included expressly authorising
the Board to purchase and maintain insurance at the expense of the Company for
the benefit of present or former Directors and Officers of the Company
(excluding the auditors), subject to compliance with the requirements of the
Act.
(p) Notices and other communications - the Act enables companies to communicate
with their members by electronic means to a greater extent than previously
permitted. The new Articles incorporate provisions to take advantage of this
regime, specifically that proxy appointments can be made electronically and
default website communication for non-responding shareholders can be
authorised.
(q) Execution of documents - under the new Articles, the Company will be able
to execute a document as a deed in the presence of one Director whose signature
is witnessed.
Generally, the opportunity has also been taken to bring clearer language into
the new Articles and in some areas conform the language used in the new
Articles.
26 February 2010
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