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BlackRock Emerging Europe (BEEP)

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Friday 19 October, 2018

BlackRock Emerging Europe

Publication of Circular

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA AND THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO MAY RESULT IN THE CONTRAVENTION OF ANY REGISTRATION OR OTHER LEGAL REQUIREMENT OF SUCH JURISDICTION

 19 October 2018

BlackRock Emerging Europe plc

(LEI: 549300OGTQA24Y3KMI14)

Publication of Circular

Further to the announcement on 17 August 2018, BlackRock Emerging Europe plc (“BEEP” or the “Company”) has today published a circular (the “Circular”) in connection with the proposals for the reconstruction and winding up of the Company and rollover into BlackRock Frontiers Investment Trust plc (“BRFI”).

The Proposals

Under the Proposals, the Company is proposed to be wound up on 26 November 2018 by means of a members' voluntary liquidation pursuant to a scheme of reconstruction under section 110 of the Insolvency Act.  Under the Scheme, Eligible Shareholders (being Shareholders other than Restricted Shareholders) will be able to elect for the following Options:

·to realise all or some of their investment in the Company for cash (the "Cash Option"); and/or

·to roll-over all or some of their investment into BRFI and receive BRFI C Shares at 100 pence per BRFI Share (the "Rollover Option").

Eligible Shareholders can make different Elections in respect of different parts of their holdings, and may therefore opt to roll-over part of their holdings and elect for the Cash Option for the remainder. Eligible Shareholders who do not make a valid Election under the Scheme will be deemed to have elected for the Rollover Option. Valid Elections under the Scheme must be received by 1.00 p.m. on 8 November 2018. Eligible Shareholders are encouraged to make an Election in respect of their Ordinary Shares by completing and returning a Form of Election.

If the Proposals are implemented, such assets of the Company that represent the interests of Shareholders who elect (or are deemed to elect) for the Rollover Option (being the Rollover Pool) will be transferred to BRFI. The consideration for such transfer will be satisfied by the issue of BRFI C Shares to such Shareholders at a deemed issuance price of 100 pence per BRFI C Share. It is envisaged that UK resident Eligible Shareholders who elect to roll-over will be given a tax-efficient rollover of their entitlements.

If the Proposals are implemented, such assets of the Company that represent the interests of Shareholders who elect for the Cash Option (being the Cash Pool) will be realised and the net proceeds will be returned to such Shareholders.

Benefits of the Proposals

The Directors consider that the Proposals should have the following benefits for Shareholders:

·Eligible Shareholders have the opportunity to roll over their investment into BRFI, another closed-ended investment company under the management of the same team at BlackRock Fund Managers Limited led by Sam Vecht;

·Eligible Shareholders who might otherwise be subject to UK tax on the realisation of their investment in the Company should be able to roll over their investment into BRFI and continue to receive investment returns without triggering an immediate liability to UK tax. However, this does not constitute tax advice. Please note that Shareholders should always obtain their own independent tax advice pertaining to their own personal circumstances;

·Eligible Shareholders who elect to roll over may not suffer the full amount of the dealing costs that may be incurred on the full realisation of the Company’s portfolio in the event of a simple winding up;

·the use of a rollover vehicle will enable Eligible Shareholders to avoid dealing and other costs associated with a share sale or purchase in the secondary market (although there will be costs incurred by holders of BRFI C Shares); and

·for those Shareholders that elect to receive cash and for Restricted Shareholders, the Proposals offer the certainty of a realisation for cash as soon as practicable following implementation.

BlackRock Frontiers Investment Trust plc

BRFI is a closed-ended investment company incorporated in England and Wales on 15 October 2010 with an investment objective of achieving long term capital growth from investing in companies domiciled or listed in, or exercising the predominant part of their economic activity in, less developed countries. These countries are any country which is neither part of the MSCI World Index of developed markets nor one of the eight largest countries by market capitalisation in the MSCI Emerging Markets Index as at 1 April 2018: being Brazil, China, India, Korea, Mexico, Russia, South Africa and Taiwan. BRFI carries on business as an investment trust within the meaning of Chapter 4 of Part 24 of the Corporation Tax Act 2010.

As at 17 October 2018 BRFI held 66 investments with an aggregate value of US$352 million.  As at 17 October 2018  the unaudited net asset value (cum-income) of BRFI was £267,716,235 and the unaudited net asset value per BRFI Ordinary Share (cum-income) was 131.56 pence.

The BRFI C Shares

BRFI C Shares are a transient class of shares: the assets representing the net proceeds of any issue of BRFI C Shares will be maintained, managed and accounted for as a separate pool of capital of BRFI until those BRFI C Shares convert into BRFI Ordinary Shares (which will occur once substantially all of the assets representing the net proceeds of the Issues have been invested in accordance with BRFI’s investment policy (or, if earlier, six months after the date of issue of the BRFI C Shares)). On such Conversion, each holder of BRFI C Shares will receive such number of BRFI Ordinary Shares as equals the number of BRFI C Shares held by them multiplied by the net asset value per BRFI C Share and divided by the net asset value per BRFI Ordinary Share, in each case as at a date shortly prior to Conversion.

Costs of the Proposals

The direct costs of the Proposals payable by the Company are expected to be approximately £392,000 (including VAT, where applicable) and will be borne by the Company. These costs have been accrued in the Company's net assets and represent approximately 0.32 per cent. of the Company’s net assets as of close of business on 16 October 2018. In addition, there will be additional costs associated with selling down the portfolio including broker commission, depositary receipt fees and local market taxes as well as the market value impact of selling down the portfolio over a short time period. To the extent that these costs can be reliably estimated they will be accrued in the NAV.

The costs of the Issues  will be payable out of the Gross Proceeds of the Issues (including the value of the Rollover Pool).  In the event that the costs and expenses of the Issues (excluding, for the avoidance of doubt, transaction costs incurred in connection with the deployment of the proceeds of the Issues) exceed one per cent. of the Gross Proceeds, the excess costs will be offset against any amounts payable by BRFI to the Manager for management fees. For the avoidance of doubt, any offset shall apply against the management fees payable in respect of the BRFI C Shares or be taken account of as part of the Conversion, such that there is no impact, positive or negative, on the amount of the management fees payable in respect of existing BRFI Ordinary Shares.

Overseas Shareholders and Restricted Shareholders

Overseas Shareholders (other than Restricted Shareholders) are entitled to participate in the Scheme. However, where the Directors and/or the BRFI Directors, acting reasonably, consider that any offer or issue of BRFI C Shares to those Overseas Shareholders would or may involve a breach of the securities laws or regulations of any jurisdiction, or if the Directors and/or the BRFI Directors reasonably believe that the same may violate any applicable legal or regulatory requirements or may require BRFI to become subject to additional regulatory requirements (to which it would not be subject but for such issue) and the Directors and/or the BRFI Directors have not been provided with evidence reasonably satisfactory to them that the relevant Overseas Shareholders are permitted to be offered, issued or to hold BRFI C Shares under any relevant securities laws or regulations of such overseas jurisdictions (or that BRFI would be subject to any additional requirements to which it would not have been subject but for such issue), such Overseas Shareholders will be deemed to have elected for the Cash Option.

Restricted Shareholders shall not be entitled to receive BRFI C Shares, but shall instead be deemed to have elected for cash pursuant to the Cash Option under the Scheme. The amount of cash to which Restricted Shareholders will be entitled will be determined in the same way as it is for all other Shareholders who elect (or who are deemed to have elected) for cash.

General Meetings

The implementation of the Proposals will require Shareholders to vote in favour of the Resolutions at the General Meetings, which have been convened for 2.00 p.m. on 15 November 2018 in respect of the First General Meeting and 12 noon on 23 November 2018 in respect of the Second General Meeting. The General Meetings will both be held at the offices of BlackRock Investment Management (UK) Limited, 12 Throgmorton Avenue, London EC2N 2DL.

The Resolutions to be proposed at the First General Meeting and the Second General Meeting are conditional upon each other and, if any of the Resolutions are not passed, the Proposals will not be implemented.

A copy of the Notice for each of the General Meetings is included in the Circular which will shortly be posted to Shareholders. A copy of the Circular will be submitted to the National Storage Mechanism at http://www.morningstar.co.uk/uk/NSM and will shortly be available for inspection at www.blackrock.co.uk/beep.  The Circular will also be available from the Company's registered office, 12 Throgmorton Avenue, London EC2N 2DL.

Recommendation

The Board considers the Proposals to be in the best interests of the Company and Shareholders as a whole. Accordingly, the Board unanimously recommends Shareholders to vote in favour of the Resolutions to be proposed at the General Meetings as the Directors intend to do in respect of their own beneficial holdings totalling 207,606 Ordinary Shares (representing 0.6 per cent. of the total voting rights attaching to the Ordinary Shares).

The Directors intend to elect for the Rollover Option in respect of their own beneficial holdings in the Company. However, the Directors make no recommendation to Eligible Shareholders as to whether or not they should elect to receive BRFI C Shares or cash under the Scheme. In particular, the Directors are not responsible for, pass no judgment on, and are not offering, BRFI C Shares. The BRFI C Shares are offered on the terms of the enclosed Prospectus which can be found on the BRFI website at www.blackrock.co.uk/brfi, which is the sole responsibility of BRFI and for which the Board and the Company accept no responsibility.

Whether or not Eligible Shareholders decide to elect for BRFI C Shares or cash will depend, among other things, on their individual circumstances including their tax position.

Timetable

Latest time and date for receipt of Forms of Election or TTE Instructions from Eligible Shareholders 1.00 p.m. on 8 November 2018
Latest time and date for receipt of Forms of Proxy from Shareholders in respect of the First General Meeting 2.00 p.m. on 13 November 2018
Record Date for the calculation of Shareholders’ entitlements under the Scheme 6.00 p.m. on 13 November 2018
Ordinary Shares disabled in CREST* 6.00 p.m. on 13 November 2018
First General Meeting 2.00 p.m. on 15 November 2018
Latest time and date for receipt of Forms of Proxy from Shareholders in respect of the Second General Meeting 12.00 noon on 21 November 2018
Calculation Date 5.00 p.m. on 21 November 2018
Ordinary Shares reclassified as Reclassified Shares in the Official List and dealings in Reclassified Shares commence** 8.00 a.m. on 22 November 2018
Listing of Reclassified Shares on the Official List suspended** 7.30 a.m. on 23 November 2018
Second General Meeting and commencement of voluntary liquidation of the Company 12.00 noon on 23 November 2018
Effective Date for implementation of the Scheme  26 November 2018
Admission of BRFI C Shares and dealings in BRFI C Shares issued to Eligible Shareholders under the Scheme 27 November 2018
CREST accounts credited with BRFI C Shares 27 November 2018
Cheques expected to be despatched in respect of the Cash Option and CREST payments made to Shareholders on or as soon as practicable thereafter w/c 3 December 2018
Certificates despatched in respect of new BRFI C Shares on or as soon as practicable after w/c 3 December 2018
Cancellation of listing of Reclassified Shares on the Official List** As soon as practicable after the Effective Date
* For the avoidance of doubt the Company’s register of members will remain open until the commencement of voluntary liquidation of the Company.
** Reclassified Shares are a technical requirement of the Scheme and will be created if the resolutions to be proposed at the First General Meeting are passed and become effective.

Defined terms used in this announcement have the meanings given in the Circular unless the context otherwise requires.

Enquiries:

BlackRock Investment Management (UK) Limited
Simon White
Sarah Beynsberger
020 7743 3000

Winterflood Securities
Neil Langford
Chris Mills
020 3100 0000

Important Information

This announcement contains information that is inside information for the purposes of the Market Abuse Regulation (EU) No. 596/2014, and is being made by the Company solely to comply with its regulatory disclosure obligations.

The content of this announcement has been prepared by, and is the sole responsibility of, BlackRock Emerging Europe plc. The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment from time to time. Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this announcement.

The making of the Proposals in, or to persons who are citizens or nationals of, or resident in, jurisdictions outside of the United Kingdom or to custodians, nominees or trustees for citizens, nationals or residents of jurisdictions outside the United Kingdom may be prohibited or affected by the laws of the relevant overseas jurisdiction. Persons who are not resident in the United Kingdom should read the paragraph headed "Overseas Shareholders and Restricted Shareholders" set out in paragraph 11 of Part I of the Circular and should inform themselves about, and observe, any applicable legal requirements.

This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe for any shares nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. The Cash Offer and the Rollover Offer are being made pursuant to the Circular, the related Form of Election and, in the case of the Rollover Offer, the Prospectus relating to BRFI. The Circular should be read in conjunction with the Prospectus which has been prepared in accordance with the Prospectus Rules, approved by the Financial Conduct Authority in accordance with Section 84 of the FSMA and made available to the public in accordance with the Prospectus Rules. Investors should not subscribe for any BRFI C Shares referred to in this announcement or the Circular except on the basis of information provided in the Prospectus.

The full terms and conditions of the Proposals are set out in the Circular, which should be read in full in conjunction with this announcement.

Winterflood Securities Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, acting through its division, Winterflood Investment Trusts ("Winterflood"), is acting exclusively for the Company and no-one else in connection with the Proposals and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Winterflood or for providing advice in relation to the Proposals. Nothing in this paragraph shall serve to exclude or limit any responsibilities which Winterflood may have under the FSMA or the regulatory regime established thereunder.

Apart from the responsibilities and liabilities, if any, which may be imposed on Winterflood by the FSMA or the regulatory regime established thereunder, Winterflood accepts no responsibility whatsoever for the contents of this announcement or for any other statement made or purported to be made by it or on its behalf in connection with the Company or the Proposals. Winterflood accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.

This announcement contains (or may contain) certain forward-looking statements with respect to the Company's current expectations and projections about future events. These statements, which sometimes use, but are not limited to, words such as 'anticipate', 'believe', 'intend', 'estimate', 'expect' and words of similar meaning, reflect the Directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, neither the Company nor Winterflood assumes any responsibility or obligation to update publicly or review any of the forward looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.


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