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.
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