TIDMBERI
29 April 2022
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA OR ANY JURISDICTION WHICH THE SAME COULD BE UNLAWFUL. PLEASE SEE THE
SECTION ENTITLED "DISCLAIMER" TOWARDS THE OF THIS ANNOUNCEMENT
This announcement does not constitute an offer to sell, or the solicitation of
an offer to subscribe for, or to buy shares in any jurisdiction. This
announcement is an advertisement and not a prospectus.
BlackRock Energy and Resources Income Trust plc
LEI: 54930040ALEAVPMMDC31
Publication of a Circular
BlackRock Energy and Resources Income Trust (the "Company") has today published
a circular (the "Circular") in connection with the renewal of the Board's
authority to issue ordinary shares in the capital of the Company (the "Ordinary
Shares") on a non-pre-emptive basis, both in respect of a general issuance
authority and in respect of up to 65 million Ordinary Shares to be issued
pursuant to a placing programme (the "Placing Programme") to be established by
the Company, if appropriate, in due course (the "Proposals").
Background to the Proposals
Since mid-January 2022 (and up to close of business on 27 April 2022) the
Ordinary Shares have traded at an average premium to NAV per Ordinary Share of
1.45 per cent., and during this time the Company has allotted, or sold from
treasury, 12,222,034 Ordinary Shares to meet this demand. Share issuances have
been made at prices per Ordinary Share that were at a premium to the last
published NAV per Ordinary Share at the time of the relevant issue, thereby
protecting existing Shareholders from any economic dilution.
At the Company's annual general meeting held on 15 March 2022 (the "2022 AGM"),
the Directors were granted authority to allot Ordinary Shares and/or sell
Ordinary Shares held in treasury on a non-pre-emptive basis (i.e. without first
offering them pro rata to all Shareholders) up to 10 per cent. of the Ordinary
Share capital in issue at that time (the "AGM Authority").
Since the 2022 AGM, the Company has continued to allot Ordinary Shares on a
regular basis pursuant to this authority and if demand for Ordinary Shares were
to continue at the level seen so far in 2022 the Board believes that the AGM
Authority could be exhausted in the coming months.
General Meeting
The Board is therefore putting forward proposals to Shareholders that will, if
approved, enable the Company to continue issuing Ordinary Shares to meet
on-going demand. The Proposals comprise renewing the Board's general authority
to allot and/or sell from treasury Ordinary Shares on a non-pre-emptive basis,
up to an additional 10 per cent. of the Company's issued share capital (the "
Additional Authority"), together with seeking authority to allot on a
non-pre-emptive basis up to 65 million Ordinary Shares in relation to the
Placing Programme (the "Placing Programme Authority") which, if approved, would
also require the publication of a prospectus, if appropriate, in due course.
Accordingly, the Circular convenes a general meeting of the Company to be held
at 3.00 p.m. on 26 May 2022 at the offices of BlackRock at 12 Throgmorton
Avenue, London EC2N 2DL, when Shareholders will be asked to approve the
Proposals.
Further information on the Additional Authority and the Placing Programme
Authority are included at the end of this announcement.
Expected Timetable
2022
Publication of the Circular 29 April
Latest time and date for receipt of Forms of 3:00p.m. on 24 May
Proxy, appointment of proxies online or
transmission of CREST Proxy Instructions for the
General Meeting
General Meeting 3:00p.m. on 26 May
All references to times in this document are to London time unless otherwise
stated. Any changes to the expected timetable will be notified by the Company
through a Regulatory Information Service announcement.
A copy of the Circular has been submitted to the National Storage Mechanism and
will shortly be available for viewing online at the following website address:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. Copies of the Circular,
and the form of proxy to be used by Shareholders, are also available from the
Company Secretary using the details below, or on the Company's website:
www.blackrock.com/uk/beri.
Terms used and not defined in this announcement shall have the meanings given
to them in the Circular.
Enquiries:
Sarah Beynsberger
BlackRock Investment Management (UK) Limited
Secretary
Tel: 020 7743 2639
Neil Morgan / Chris Mills
Winterflood Investment Trusts
Tel: 0203 100 0000
LEI: 54930040ALEAVPMMDC31
Further information on the Proposals
The Additional Authority
In light of the continuing demand for the Ordinary Shares and having regard to
the benefits set out above, the Board is seeking further authority from its
Shareholders to allot and/or sell from treasury on a non-pre-emptive basis
(i.e. without first offering them pro rata to all Shareholders) new Ordinary
Shares of up to 12,844,039 Ordinary Shares (being equivalent to approximately
10 per cent. of the Company's issued share capital as at the Latest Practicable
Date). The Additional Authority will allow the Company to continue to allot
Ordinary Shares.
The Placing Programme Authority
The Prospectus Regulation Rules provide that the Company must publish a
prospectus if it wishes to issue shares representing 20 per cent. or more of
its issued share capital in any 12 month period. The Board believes that, if
the rate of issuance of Ordinary Shares experienced to date in 2022 were to
continue, the 20 per cent. threshold set by the Prospectus Regulation Rules may
become relevant to the Company in the coming months. In that event, the Company
will only be able to continue to issue Ordinary Shares to manage the premium to
NAV per Ordinary Share at which the Ordinary Shares trade if a prospectus were
to be published.
The prospectus, if published, would be in force for a period of 12 months and
therefore the number of Ordinary Shares to be available for issue under the
proposed Placing Programme Authority is being set at a level which the Board
expects will be sufficient for the duration of this period. Accordingly, the
Board is seeking Shareholder approval at the General Meeting to allot and issue
up to 65 million Ordinary Shares under the Placing Programme Authority on a
non-pre-emptive basis.
If the Proposals are approved by Shareholders, the Board will only use the
authorities granted to allot and/or sell from treasury Ordinary Shares: (i) at
a premium to the prevailing NAV per Ordinary Share; (ii) to meet demand from
investors; and (iii) when the Board believes that it is in the best interests
of the Company and its Shareholders to do so. As Ordinary Shares will only be
allotted and/or sold from treasury under the Proposals at a premium to the
prevailing NAV per Ordinary Share at the time of allotment or sale, the value
of the underlying assets attributable to each Ordinary Share will not be
diluted as a result of the Proposals.
Disclaimer
This announcement is an advertisement and has been prepared for information
purposes only. Neither the content of the Company's website, nor the content on
any website accessible from hyperlinks on its website for any other website, is
incorporated into, or forms part of, this announcement nor, unless previously
published by means of an RIS announcement, should any such content be relied
upon in reaching a decision as to whether or not to acquire, continue to hold,
or dispose of, securities in the Company.
This announcement is not an offer to sell or a solicitation of any offer to buy
the Ordinary Shares in the Company in the United States, Australia, Canada, the
Republic of South Africa or Japan, or any of their respective territories or
possessions, or in any other jurisdiction where such offer or sale would be
unlawful. No action has been taken by the Company or Winterflood Securities
Limited ("Winterflood") that would permit an offering of any Ordinary Shares or
possession or distribution of this announcement or any other offering or
publicity material relating to such Ordinary Shares in any jurisdiction where
action for that purpose is required. Persons into whose possession this
announcement comes are required by the Company and Winterflood to inform
themselves about, and to observe, such restrictions.
This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is not
an offer of securities for sale into the United States. The securities referred
to herein have not been and will not be registered under the U.S. Securities
Act of 1933, as amended, and may not be offered, sold, resold, transferred or
delivered directly or indirectly in the United States, or to, or for the
account or benefit of, U.S. Persons, except pursuant to an applicable exemption
from registration. No public offering of securities is being made in the United
States.
The Company has not been and will not be registered under the US Investment
Company Act of 1940, as amended (the "Investment Company Act") and, as such,
holders of the Ordinary Shares will not be entitled to the benefits of the
Investment Company Act. No offer, sale, resale, pledge, delivery, distribution
or transfer of the Ordinary Shares may be made except under circumstances that
will not result in the Company being required to register as an investment
company under the Investment Company Act.
This announcement may not be used in making any investment decision. This
announcement does not contain sufficient information to support an investment
decision and investors should ensure that they obtain all available relevant
information before making any investment. This announcement does not constitute
or form part of and may not be construed as an offer to sell, or an invitation
to purchase or otherwise acquire, investments of any description, nor as a
recommendation regarding the possible offering or the provision of investment
advice by any party. No information in this announcement should be construed as
providing financial, investment or other professional advice and each
prospective investor should consult its own legal, business, tax and other
advisers in evaluating the investment opportunity. No reliance may be placed
for any purposes whatsoever on this announcement or its completeness.
The information and opinions contained in this announcement are provided as at
the date of the announcement and are subject to change without notice and no
representation or warranty, express or implied, is or will be made in relation
to the accuracy or completeness of the information contained herein and no
responsibility, obligation or liability or duty (whether direct or indirect, in
contract, tort or otherwise) is or will be accepted by the Company, BlackRock
Investment Management (UK) Limited (the "Investment Manager"), Winterflood or
any of their affiliates or by any of their respective officers, employees or
agents to update or revise publicly any of the statements contained herein. No
reliance may be placed for any purpose whatsoever on the information or
opinions contained in this announcement or on its completeness, accuracy or
fairness. This announcement has not been approved by any competent regulatory
or supervisory authority.
Potential investors should be aware that any investment in the Company is
speculative, involves a high degree of risk, and could result in the loss of
all or substantially all of their investment. Results can be positively or
negatively affected by market conditions beyond the control of the Company or
any other person. Any data on past performance contained herein is no
indication as to future performance.
The information in this announcement may include forward-looking statements,
which are based on the current expectations, intentions and projections about
future events and trends or other matters that are not historical facts and in
certain cases can be identified by the use of terms such as "may", "will",
"should", "expect", "anticipate", "project", "estimate", "intend", "continue",
"target", "believe" (or the negatives thereof) or other variations thereof or
comparable terminology. These forward-looking statements, as well as those
included in any related materials, are not guarantees of future performance and
are subject to known and unknown risks, uncertainties, assumptions about the
Company and other factors, including, among other things, the development of
its business and industry trends. In light of these risks, uncertainties and
assumptions, the events in the forward-looking statements may not occur and
actual results may differ materially from those expressed or implied by such
forward looking statements. Given these risks and uncertainties, prospective
investors are cautioned not to place undue reliance on forward-looking
statements.
Each of the Company, the Investment Manager, Winterflood and their affiliates
and their respective officers, employees and agents expressly disclaim any and
all liability which may be based on this announcement and any errors therein or
omissions therefrom.
Winterflood is authorised and regulated in the United Kingdom by the Financial
Conduct Authority. Winterflood is acting for the Company and no one else in
connection with the Circular, and will not be responsible to anyone other than
the Company for providing the protections afforded to clients of Winterflood or
for affording advice in relation to any transaction or arrangement referred to
in this announcement. This announcement does not constitute any form of
financial opinion or recommendation on the part of Winterflood or any of its
affiliates and is not intended to be an offer, or the solicitation of any
offer, to buy or sell any securities.
END
(END) Dow Jones Newswires
April 29, 2022 11:26 ET (15:26 GMT)
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