Statement re Bonus Issue of Subscription Shares
BlackRock Greater Europe Investment Trust plc
Bonus Issue of Subscription Shares
24 June 2010
Introduction
Further to the Company's announcement on 14 April 2010 that the Board was
considering proposals for a bonus issue of Subscription Shares to existing
Shareholders, the Board today announces details of the bonus issue. The
principal reasons for the Bonus Issue are 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, which 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 holders of Subscription Shares 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 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 Resolution to be proposed at the General
Meeting of the Company to be held on 27 July 2010, 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.
The 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 the Record Date, subject to the passing of the
Resolution. 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 quarterly on 31
January, 30 April, 31 July and 31 October between 31 October 2010 and 31
October 2012 (both dates inclusive), 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.
Qualifying Shareholders' entitlements will be assessed against the register of
members on the Record Date, which is expected to be the close of business on 23
July 2010.
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 published NAV per Ordinary Share as
at the close of business on 26 July 2010, plus a one per cent. premium to such
value, rounded up to the nearest whole penny.
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.
The New Articles provide that the Subscription Price is subject to adjustment
upon the occurrence of certain corporate events affecting the Company before 31
October 2012. The relevant corporate events include consolidations or
sub-divisions of share capital, pre-emptive offers of securities to Ordinary
Shareholders, takeover offers and the liquidation of the Company. Such
adjustments serve to protect either the intrinsic value or the time value of
the Subscription Shares, or both.
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 28 July 2010.
The ISIN of the Subscription Shares is GB00B4P5BP99, the SEDOL is B4P5BP9 and
the ticker is BRGS.
The Directors believe the Bonus Issue of Subscription Shares will have the
following advantages:
• the exercise of the Subscription Share Rights will serve to offset the
reduction in the number of Ordinary Shares which are in issue resulting from
the Company's periodic tender offers;
• following the exercise of any Subscription Share Rights, the Company will
have an increased number of Ordinary Shares in issue, which may in due course
improve the liquidity in the market for its Ordinary Shares;
• Subscription Shares represent an attractive way in which investors can
participate in any future Net Asset Value growth of the Company through
conversion into Ordinary Shares at a pre-determined price;
• Qualifying Shareholders will receive listed securities with a monetary value
which may be traded in a similar fashion to their Existing Ordinary Shares or
converted into Ordinary Shares;
• on any exercise of the Subscription Share Rights, the capital base of the
Company will increase, allowing operating costs to be spread across a larger
number of Ordinary Shares and hence should cause the total expense ratio to
fall; and
• Qualifying Shareholders will receive securities which are qualifying
investments for the purposes of the stocks and shares component of an ISA and
permitted investments for the purposes of a SIPP.
The Resolution
Implementation of the Bonus Issue requires a number of corporate formalities to
be carried out, details of which are set out below. All of these corporate
formalities require prior Shareholder approval by way of a special resolution
and accordingly Shareholders are being asked to vote in favour of the
Resolution at the General Meeting. If passed, the Resolution will:
(a) approve the adoption of New Articles containing the rights attaching to the
Subscription Shares;
(b) authorise the Directors to allot the Subscription Shares pursuant to the
Bonus Issue;
(c) authorise the capitalisation of sums standing to the credit of the
Company's share premium account, capital redemption reserve, special reserve
and any other applicable reserve (excluding the revenue reserve) in paying up
the Subscription Shares to be issued pursuant to the Bonus Issue;
(d) authorise 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 in
accordance with the Subscription Share Rights; and
(e) authorise the repurchase by the Company of Subscription Shares representing
up to 14.99 per cent. of the Company's issued Subscription Share capital
following Admission (subject to certain conditions), as more fully described
below.
Authority to repurchase Subscription Shares
In order to allow the Company to repurchase Subscription Shares, the Resolution
will grant the Company authority to buy back up to 14.99 per cent. of the
issued Subscription Share capital following Admission.
Repurchases of Subscription Shares will be made at the discretion of the Board,
and will only be made when market conditions are considered by the Board to be
appropriate and in accordance with the Listing Rules. Purchases through the
market will not exceed the higher of (i) 5 per cent. above the average of the
middle market quotations (as derived from the Official List) for the 5
consecutive dealing days ending on the dealing day immediately preceding the
date on which the purchase is made and (ii) the higher of the price quoted for
(a) the last independent trade of, and (b) the highest current independent bid
for, any number of Subscription Shares on the trading venue where the purchase
is carried out.
Any Subscription Shares repurchased by the Company will be cancelled and will
not be held in treasury for re-issue or resale.
It is anticipated that a renewal of the authorisation for repurchases of
Subscription Shares will be sought at the Company's annual general meeting in
2010.
New Articles of Association
If the Resolution is 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.
The New Articles will be on display at the registered office of the Company
from today's date until the end of the General Meeting and at the General
Meeting itself for the duration of the meeting and for at least 15 minutes
prior to the meeting.
Admission and Dealings
The Subscription Shares will be in registered form and may be issued either in
certificated or uncertificated form. No temporary documents of title will be
issued. Pending despatch of definitive certificates, transfers of Subscription
Shares in certificated form will be certified against the Register.
All documents or remittances sent by or to Shareholders will be sent through
the post at the risk of the Shareholder.
Applications will be made to the UK Listing Authority for the Subscription
Shares to be admitted to the standard segment of the Official List and to the
London Stock Exchange for such shares to be admitted to trading on its main
market for listed securities. It is expected that Admission will occur, and
that dealings will commence, on 30 July 2010. On Admission, the Subscription
Shares will confer rights to subscribe for new Ordinary Shares representing, in
aggregate, up to 20 per cent. of the then issued ordinary share capital of the
Company.
The Ordinary Shares resulting from the exercise of the Subscription Share
Rights will rank pari passu with the Ordinary Shares then in issue (save for
any dividends or other distributions declared, made or paid on the Ordinary
Shares by reference to a record date prior to the allotment of the relevant
Ordinary Shares).
Restricted Shareholders
The issue of the Subscription Shares to persons who have a registered or
mailing address in Restricted Territories (namely the United States, Australia,
Canada and Japan) ("Restricted Shareholders") may be affected by the law or
regulatory requirements of the relevant jurisdiction.
The Subscription Shares to be issued under the Bonus Issue are not being issued
to 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.
Taxation
Shareholders should note that the Subscription Shares and the Ordinary Shares
arising on the exercise of the Subscription Share Rights should be eligible to
be held in a stocks and shares ISA, subject to applicable annual limits
(currently £10,200 for the tax year 2010-2011). The exercise of Subscription
Share Rights may affect the annual subscription limit available for further
investment into an ISA in the relevant year. Shareholders who are in any doubt
about their tax position or who may be subject to tax in a jurisdiction other
than the United Kingdom should consult their professional adviser.
General Meeting
The Bonus Issue is conditional on, amongst other things, the approval by
Shareholders of the Resolution to be proposed at a General Meeting of the
Company which has been convened for 27 July 2010.
Expected Timetable
2010
Record Date for the Bonus Issue Close of business on 23 July
Subscription Price calculated Close of business on 26 July
General Meeting to approve the Bonus Issue 10.30 a.m. on 27 July
Announcement of the Subscription Price 8.00 a.m. on 28 July
Admission of the Subscription Shares to the 8.00 a.m. on 30 July
Official List and dealings in the Subscription
Shares commence
Crediting of CREST stock accounts in respect 8.00 a.m. on 30 July
of the Subscription Shares
Share certificates despatched in respect of Week commencing 2 August
the Subscription Shares
Enquiries
For further information, please contact:
BlackRock Investment Management (UK) Limited 020 7743 3000
Jonathan Ruck Keene
Caroline Driscoll
Collins Stewart Europe Limited 020 7523 8000
David Yovichic
Collins Stewart Europe Limited, which is authorised and regulated by the
Financial Services Authority in the United Kingdom, is acting exclusively for
the Company and no-one else in connection with the Bonus Issue and the contents
of this document and will not be responsible to anyone other than the Company
for providing the protections afforded to customers of Collins Stewart Europe
Limited or for providing advice in relation to the Bonus Issue and the contents
of this document or any matter referred to herein. Nothing in this paragraph
shall serve to exclude or limit any responsibilities which Collins Stewart may
have under the Financial Services and Markets Act 2000 or the regulatory regime
established thereunder.