Publication of Circular
29 July 2013
BLACKROCK WORLD MINING TRUST PLC (the "Company")
Publication of Circular
Proposed changes to the Company's investment policy and Notice of General
Meeting
The Company has today published a circular (the "Circular") seeking Shareholder
approval to amend the Company's investment policy. Details of these proposed
amendments are set out below. Terms used and not defined in this announcement
bear the meaning given to them in the Circular dated 29 July 2013.
The General Meeting will take place at 10:00 a.m. on Wednesday 21 August 2013
at 12 Throgmorton Avenue, London EC2N 2DL.
Background
The Company's objective is to maximise total returns to Shareholders through a
world-wide portfolio of mining and metal securities, and the Board recognises
the importance of dividends to Shareholders in achieving that objective, in
addition to capital returns.
This has been reflected in the Board's initiative to enhance the Company's
revenue return through the reallocation of the investment management fee and
finance costs 75 per cent. to capital and 25 per cent. to revenue (previously
allocated 100 per cent. to the revenue account); through the Investment
Manager's optimisation of income generation through exposure to fixed interest
securities (such as new holdings in bonds issued by Banro and other issuers)
and option writing; and through the Company's purchase on 30 July 2012 of a
2 per cent. revenue related royalty over London Mining's Marampa iron ore mine in
Sierra Leone.
The Board, in conjunction with the Investment Manager, continues to believe
that obtaining royalty investment exposure offers various advantages to the
Company in the context of maximising total returns to Shareholders. Principal
amongst these benefits are (i) the opportunity to enhance portfolio income
which royalty investments afford; and (ii) the opportunity to access long term
commodity price exposure whilst avoiding sector cost inflation.
The Board and the Investment Manager are continuing to consider possible future
metal and mining related royalty investments as a means of maximising total
returns to Shareholders and, in preparation for the completion of any such
investments, the Board is seeking Shareholder approval of the Proposals.
A royalty investment is essentially a transaction whereby an investor finances
a proportion of a mining project in exchange for a percentage of that project's
revenue. The typical counterparties to such royalties include owners and
operators of metals and mining businesses, investors in such businesses and
specialist royalty financing businesses. Such royalties may be income
generating or non-income generating at the time of acquisition depending upon
the status of the relevant project to which they relate.
Proposed Changes
The Company is obliged under the Listing Rules to invest and manage its assets
in a way which is consistent with its published investment policy and must
obtain the prior approval of its Shareholders for any material change to its
published investment policy.
Accordingly, approval is being sought from Shareholders for the passing of an
ordinary resolution in order to make certain amendments to the Company's
published investment policy. Such amendments would in summary:
a. clarify that the Company may invest in royalties derived from the
production of metals and minerals as a part of its permission to invest in
unquoted investments;
b. permit the Company to invest up to 20 per cent. of gross assets in unquoted
investments including royalties as compared to the currently permitted 10
per cent.; and
c. enable the Company to invest in any single holding, that would represent up
to 20 per cent. of gross assets at the time of acquisition, as compared to
the current 10 per cent.
It is proposed that the limit as described in b) above be increased in order to
allow the Company to obtain greater exposure to metal and mining related
royalties. As at 25 July 2013, the last practicable date, unquoted investments
represented 8.76 per cent. of the Company's gross assets, which implies headroom
under the proposed limit in b) at current values of 11.24 per cent. of gross
assets.
As a consequence of the proposed limit in b) above, the Company's capacity to
invest in derivatives, physical metals and other unquoted investments (such as
equities and bonds) also increases commensurately. However, whilst derivatives,
physical metals and other unquoted investments do fall within the scope of the
"unquoted investments" category, it is the Board's current intention that the
unquoted investment capacity be utilized principally to obtain increased
royalty exposure, where appropriate investments exist. The Board has included
the proposed limit in b) above because it believes that it is appropriate for
the Company's investment policy to include an overall limit in respect of all
types of unquoted investments.
It is possible that in order to diversify risk, royalty exposure may be
obtained directly or indirectly through a holding company, a fund or another
investment or special purpose vehicle, which may or may not be unquoted. The
limit proposed in c) above encapsulates this possibility within the investment
policy but, notwithstanding this, the Board would seek, by way of an ordinary
resolution, the prior approval of shareholders for any unquoted investment in a
single company, fund or special purpose vehicle or any single royalty which
represented more than 10 per cent. of the Company's gross assets at the time of
acquisition.
The Proposed Investment Policy
The proposed investment policy is set out below in full:
Investment Policy
The Company's investment policy is to provide a diversified investment in
mining and metal assets worldwide, actively managed with the objective of
maximising total returns. While the policy is to invest principally in quoted
securities, the Company's investment policy includes investing in royalties
derived from the production of metals and minerals, as well as physical metals.
It is intended that the Group will normally be fully invested, which means at
least 90 per cent. of the gross assets of the Company and its subsidiary,
BlackRock World Mining Investment Company Limited (the "Group"), will be
invested in stocks, shares, royalties and physical metals. However, if such
investments are deemed to be overvalued, or if the Investment Manager finds
it difficult to identify attractively priced opportunities for investment,
then up to 25 per cent. of the Group's gross assets may be held in cash or
cash equivalents. Risk is spread by investing in a number of holdings, many
of which themselves are diversified companies.
The Group may occasionally utilise derivative instruments such as options,
futures and contracts if it is deemed that these will, at a particular time or
for a particular period, enhance the performance of the Group in the pursuit of
its objectives. The Company is also permitted to enter into stock lending
arrangements.
The Group may invest in any single holding, of quoted or unquoted investments,
that would represent up to 20 per cent. of gross assets at the time of
acquisition.
Although investments are principally in companies listed on recognised stock
exchanges, the Company may invest up to 20 per cent. of the Group's gross
assets in investments other than quoted securities. Such investments include
unquoted equities or bonds, royalties, physical metals and derivatives. In
order to afford the Company the flexibility of obtaining exposure to metal and
mining related royalties, it is possible that, in order to diversify risk, all
or part of such exposure may be obtained directly or indirectly through a
holding company, a fund or another investment or special purpose vehicle, which
may be quoted or unquoted. The Board will seek the prior approval of
shareholders to any unquoted investment in a single company, fund or special
purpose vehicle or any single royalty which represents more than 10 per cent.
of the Group's gross assets at the time of acquisition.
In addition, while the Company may hold shares in other listed investment
companies (including investment trusts), the Company will not invest more than
15 per cent. of the Group's gross assets in other UK listed investment
companies.
The Group's accounts are maintained in sterling. Although many investments are
denominated and quoted in currencies other than sterling, the Board does not
intend to employ a hedging strategy against fluctuations in exchange rates.
The Investment Manager believes that tactical use of gearing can add value from
time to time. This gearing is typically in the form of an overdraft or short
term loan facility, which can be repaid at any time or matched by cash. The
level and benefit of gearing is discussed and agreed with the Board regularly.
In order to provide flexibility for future royalty transactions, the Board
would allow for gearing to increase but to no more than 25 per cent. of the
Group's net assets, the limit stipulated in the Company's Articles of
Association. No material change will be made to the investment policy without
shareholder approval.
Benefits of the Proposals
The Board believes that the Proposals, if passed, offer the following benefits:
- enhanced flexibility for the Company to obtain further mining and metal
royalty exposure as appropriate;
- increased mining and metal royalty exposure offers the potential for the
Company to enhance its revenue return and, as a consequence, potentially
enhance its dividend distribution capability;
- mining and metal royalty investments offer an attractive and simple
structure, which levers the Investment Manager's network in the mining sector,
to access commodity price exposure directly whilst stripping out mining sector
cost inflation.
Risks Associated with the Proposals
Should the Proposals not be approved by the Shareholders, the Company would
continue to operate under its current investment policy and would accordingly,
inter alia, be unable to invest with the greater flexibility afforded by the
Proposals: specifically to invest a higher proportion of its gross assets in
unquoted securities. This may inhibit the Company's flexibility to obtain
increased mining and metal royalty exposure and to enhance its revenue return
and potentially its dividend distribution capability.
Conversely, should the Proposals be approved by the Shareholders, the Company
could invest: (a) a higher proportion of its gross assets in unquoted
investments; and (b) a higher proportion of its gross assets in any one holding
which could increase the Company's single asset concentration risk after any
transaction. However, as noted above, the Board has committed to seek the prior
approval of the Shareholders for any investment in a single company, fund or
special purpose vehicle or any single royalty which represents more than 10 per
cent. of the Group's gross assets at the time of acquisition.
General Meeting
All Shareholders or holders of Shares through the Savings Schemes are entitled
to attend and vote at the General Meeting. In accordance with the Articles, all
Shareholders present in person or by proxy shall upon a show of hands have one
vote and upon a poll shall have one vote in respect of every Share held. In
order to ensure that a quorum is present at the General Meeting, it is necessary
for two Shareholders entitled to vote to be present, whether in person or by
proxy (or, if a corporation, by a duly authorised representative).
Recommendation
The Board considers the Proposals and, as a consequence, the Resolution to be
proposed at the General Meeting, to be in the best interests of the Company's
Shareholders as a whole. Accordingly, the Board unanimously recommends
Shareholders to vote in favour of the Resolution to be proposed at the General
Meeting as the Directors intend to do in respect of their own beneficial
holdings totalling 62,000 Ordinary Shares (representing 0.03 per cent. of the
total voting rights in the Company).
Expected Timetable
The expected timetable of events is set out below:
Posting of this Circular and
Notice of General Meeting Monday 29 July 2013
Latest time for lodging Forms of
Direction for the General Meeting 10.00 a.m. on Monday 12 August 2013
Latest time for lodging Forms of Proxy
for the General Meeting 10.00 a.m. on Monday 19 August 2013
General Meeting 10.00 a.m. on Wednesday 21 August 2013
Effective Date Thursday 22 August 2013
All references in this announcement to times are to UK times unless otherwise
stated. Any changes to the timetable will be notified by publication of a
notice through a Regulatory Information Service approved by the FCA.
The Circular will be available for inspection shortly at the National Storage
Mechanism which is located at www.morningstar.co.uk/uk/NSM
Enquiries
Jonathan Ruck Keene, Chairman, Specialist Client Group,
BlackRock Investment Management (UK) Limited
Tel: 020 7743 2178
Caroline Driscoll, Company Secretary,
BlackRock Investment Management (UK) Limited
Tel: 020 7743 2427
Michael Wentworth-Stanley / William Simmonds
J.P. Morgan Cazenove
Tel: 020 7742 4000