BlackRock American Income Trust Plc - Result of Tender Offer and Tender Price
PR Newswire
LONDON, United Kingdom, April 22
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE ITS RELEASE, PUBLICATION OR DISTRIBUTION IS OR MAY BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION TO PARTICIPATE IN THE TENDER OFFER (AS DEFINED HEREIN) IN OR FROM ANY JURISDICTION IN OR FROM WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER UNDER APPLICABLE SECURITIES LAWS OR OTHERWISE.
BLACKROCK AMERICAN INCOME TRUST PLC ("BRAI" or the "Company")
LEI: 549300WWOCXSC241W468
Result of Tender Offer and Tender Price
22 April 2025
Further to the publication of the circular on 28 February 2025 (the "Circular"), BlackRock American Income Trust plc (the "Company") today announces the results of the tender offer to purchase up to 20 per cent. of the Company's Ordinary Shares in issue (excluding Ordinary Shares held in treasury) (the "Tender Offer").
A total of 10,910,252 Ordinary Shares were validly tendered under the Tender Offer, representing approximately 16.15 per cent. of the Company's issued share capital (excluding Ordinary Shares held in treasury) as at the Record Date of 17 April 2025, which means the Tender Offer has been undersubscribed.
Eligible Shareholders who validly tendered a percentage of their Ordinary Shares equal to or less than their Basic Entitlement shall have all tendered Ordinary Shares purchased in full under the Tender Offer. As the Tender Offer was undersubscribed there is no scale back exercise and Eligible Shareholders who validly tendered a percentage of Ordinary Shares greater than their Basic Entitlement will have a number of Ordinary Shares equal to their Basic Entitlement plus their Excess Application purchased in full.
After taking account of the rounding down of each valid applicant's participation to the nearest whole Ordinary Share, the Company will purchase in aggregate 10,910,252 Ordinary Shares under the Tender Offer which will be held in treasury. As set out in the Circular, the Ordinary Shares will be purchased by Cavendish Capital Markets Limited ("Cavendish") pursuant to the Tender Offer and the Company will purchase such Ordinary Shares from Cavendish.
Tender price
The price at which all Ordinary Shares accepted in the Tender Offer will be purchased (the "Tender Price") will be equal to 98 per cent. of the cum-income NAV per Ordinary Share at the close of business on the Calculation Date of 17 April 2025, adjusted for the estimated related portfolio realisation costs. On that basis the Tender Price will be 192.0501 pence per Ordinary Share.
Payments to Shareholders by cheque, in the case of certificated holders, will be made in Sterling and cheques dispatched on 29 April 2025. Payments to Shareholders through CREST, in the case of uncertificated holders, will be made in Sterling and are expected to be paid on 29 April 2025.
Balancing Ordinary Share certificates will be despatched (in the case of certificated holders) on 29 April 2025.
Defined terms used in this announcement have the meanings given in the Circular unless the context otherwise requires.
Enquiries:
Tunga Chigovanyika, Investment Companies, Cavendish Capital Markets Limited, Telephone: 020 7397 1915
Charles Kilner, Director, Closed End Funds, BlackRock Investment Management (UK) Limited, Telephone: 020 7743 1869
Disclaimer
This announcement contains forward-looking statements. These forward-looking statements include all matters that are not historical facts. These forward-looking statements are made based upon the Company's expectations and beliefs concerning future events impacting the Company and therefore involve a number of risks and uncertainties. Forward-looking statements are not guarantees of future performance, and the Company's actual results of operations, financial condition and liquidity may differ materially and adversely from the forward-looking statements contained in this announcement. Forward-looking statements speak only as of the day they are made and the Company does not undertake to update its forward-looking statements unless required by law.
The distribution of this announcement in certain jurisdictions may be restricted by law. It is the responsibility of all Overseas Shareholders to satisfy themselves as to the observance of any legal requirements in their jurisdiction, including, without limitation, any relevant requirements in relation to the ability of such holders to participate in the Tender Offer.
The Tender Offer is not being made directly or indirectly in or into Australia, Canada, Japan, New Zealand, South Africa or any jurisdiction into which the making of the Tender Offer would constitute a violation of the relevant laws and regulations in such jurisdiction, and cannot be accepted from within Australia, Canada, Japan, New Zealand, South Africa or any jurisdiction into which the making of the Tender Offer would constitute a violation of the relevant laws and regulations in such jurisdiction.
Cavendish Capital Markets Limited is authorised and regulated in the United Kingdom by the Financial Conduct Authority and 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 Cavendish or for providing advice in relation to the Tender Offer or any matter referred to in the Circular or herein. Nothing herein shall serve to exclude or limit any responsibilities which Cavendish may have under FSMA or the regulatory regime established thereunder.
Any decision to participate in the Tender Offer should only be made on the basis of an independent review by an Eligible Shareholder of the Company's publicly available information. Neither Cavendish nor any of its affiliates accept any liability arising from the use of, or make any representation as to the accuracy or completeness of, this announcement or the Company's publicly available information.
Notice for US Shareholders
The Tender Offer relates to securities in a non-US company registered in England and Wales and listed on the London Stock Exchange and is subject to the disclosure requirements, rules and practices applicable to companies listed in the United Kingdom, which differ from those of the United States in certain material respects. The Circular has been prepared in accordance with UK style and practice for the purpose of complying with the laws of England and Wales and the rules of the FCA and of the London Stock Exchange, and US Shareholders should read the entire Circular. The Tender Offer is not subject to the disclosure and other procedural requirements of Regulation 14D under the US Exchange Act. The Tender Offer will be made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Exchange Act, subject to the exemptions provided by Rule 14d-1 thereunder and otherwise in accordance with the requirements of the rules of the FCA and the London Stock Exchange. Accordingly, the Tender Offer will be subject to disclosure and other procedural requirements that are different from those applicable under US domestic tender offer procedures and law. The Company is not listed on a US securities exchange, is not subject to the periodic reporting requirements of the US Exchange Act and is not required to, and does not, file any reports with the SEC thereunder.
It may be difficult for US Shareholders to enforce certain rights and claims arising in connection with the Tender Offer under US federal securities laws since the Company is located outside the United States and its officers and directors reside outside the United States. It may not be possible to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. It also may not be possible to compel a non-US company or its affiliates to subject themselves to a US court's judgment.
To the extent permitted by applicable law and in accordance with normal UK practice, the Company, Cavendish or any of their affiliates, may make certain purchases of, or arrangements to purchase, Shares outside the United States during the period in which the Tender Offer remains open for acceptance, including sales and purchases of Ordinary Shares effected by Cavendish acting as market maker in the Shares. The Company may continue to buy back Ordinary Shares under its current buyback programme.
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