BlackRock Emerging Europe Publication of Circular

 
TIDMBEEP 
 
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 GBP267,716,235 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 GBP392,000 (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  1.00 p.m. on 8 November 2018 
TTE Instructions from Eligible Shareholders 
 
Latest time and date for receipt of Forms of Proxy from       2.00 p.m. on 13 November 
Shareholders in respect of the First General Meeting                              2018 
 
Record Date for the calculation of Shareholders'              6.00 p.m. on 13 November 
entitlements under the Scheme                                                     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      12.00 noon on 21 November 
Shareholders in respect of the Second General Meeting                             2018 
 
Calculation Date                                              5.00 p.m. on 21 November 
                                                                                  2018 
 
Ordinary Shares reclassified as Reclassified Shares in        8.00 a.m. on 22 November 
the Official List and dealings in Reclassified Shares                             2018 
commence** 
 
Listing of Reclassified Shares on the Official List           7.30 a.m. on 23 November 
suspended**                                                                       2018 
 
Second General Meeting and commencement of voluntary         12.00 noon on 23 November 
liquidation of the Company                                                        2018 
 
Effective Date for implementation of the Scheme                       26 November 2018 
 
Admission of BRFI C Shares and dealings in BRFI C Shares              27 November 2018 
issued to Eligible Shareholders under the Scheme 
 
CREST accounts credited with BRFI C Shares                            27 November 2018 
 
Cheques expected to be despatched in respect of the Cash           w/c 3 December 2018 
Option and CREST payments made to Shareholders on or as 
soon as practicable thereafter 
 
Certificates despatched in respect of new BRFI C Shares            w/c 3 December 2018 
on or as soon as practicable after 
 
Cancellation of listing of Reclassified Shares on the     As soon as practicable after 
Official List**                                                     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)                          020 7743 3000 
Limited 
Simon White 
Sarah Beynsberger 
 
                                                              020 3100 0000 
Winterflood Securities 
Neil Langford 
Chris Mills 
 
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. 
 
 
 
END 
 

(END) Dow Jones Newswires

October 19, 2018 11:56 ET (15:56 GMT)