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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 END 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
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.
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.
Publication of the Circular
Latest time and date for receipt of Forms of Proxy, appointment of proxies online or transmission of CREST Proxy Instructions for the General Meeting
3:00p.m. on 24 May
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.
BlackRock Investment Management (UK) Limited
Tel: 020 7743 2639
Neil Morgan / Chris Mills
Winterflood Investment Trusts
Tel: 0203 100 0000
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.
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.