IRREVOCABLE UNDERTAKING TO PURCHASE SHARES IN RESPECT OF A PRIVATE PLACING

Transcription

1 IRREVOCABLE UNDERTAKING TO PURCHASE SHARES IN RESPECT OF A PRIVATE PLACING BY BLACKROCK GREATER EUROPE INVESTMENT TRUST PLC (Incorporated in England and Wales with company no and registered as an investment company under section 833 of the Companies Act 2006) ( BRGE or the Company ) This irrevocable undertaking ( Irrevocable Undertaking ) must be returned to Willie Honeyball or David Tosi of PSG Capital Proprietary Limited ( PSG Capital ) by to willieh@psgcapital.com or davidt@psgcapital.com or by fax on by NO LATER THAN 17:00 ON FRIDAY, 17 NOVEMBER Any questions or queries in relation to the placing or this Irrevocable Undertaking should be directed to Willie Honeyball or David Tosi of PSG Capital who can be contacted telephonically on or by at willieh@psgcapital.com or davidt@psgcapital.com. 6 November 2017 To Invited Participant IRREVOCABLE UNDERTAKING TO PURCHASE ORDINARY SHARES IN BLACKROCK GREATER EUROPE INVESTMENT TRUST PLC Background 1. BRGE carries on the business of an investment trust company and its principal activity is portfolio investment. BRGE s investment objective is achieving capital growth primarily through investment in a focused portfolio constructed from a combination of the securities of large, mid and small capitalisation European companies, together with some investment in the developing markets of Europe. 2. BRGE has its primary listing on the Main Market of the London Stock Exchange plc ( LSE ) and has been admitted since 20 September Subject to receiving formal approval to list from the JSE Limited ( JSE ), BRGE will list on the Main Board operated by the JSE ( Listing ) on or about Friday, 24 November 2017 ( Listing Date ). 3. In conjunction with the Listing, BRGE is planning to raise approximately 35.5 million by way of a private placing (the Placing ) consisting of the sale of up to existing treasury shares with a par value of 0.1 pence each (the Placement Shares ) at a placement price per Placement Share equal to the net asset value ( NAV ) per 1

2 ordinary share of BRGE as at close of business on Friday, 17 November 2017 (the closing date of the Placing) ( Closing Date ). The Placing will be conducted in South Africa and the Placement Shares will be listed on the Main Board of the JSE. 4. The Placing closes at and this Irrevocable Undertaking must be received by PSG Capital by 17:00 on Friday, 17 November The Placing may close earlier (or later) at the absolute discretion of the Company, in consultation with PSG Capital who are acting as the sole bookrunner for the Placing. The Placing is not being underwritten. 5. If you wish to apply for Placement Shares, please complete the Irrevocable Undertaking set out below. Please note that this invitation to purchase is addressed to you alone and you are not entitled to renounce or otherwise transfer this invitation. BLACKROCK GREATER EUROPE INVESTMENT TRUST PLC 2

3 Irrevocable undertaking BlackRock Greater Europe Investment Trust plc c/o PSG Capital (Pty) Limited 1st Floor, Ou Kollege 35 Kerk Street Stellenbosch 7600 For the attention of: the Directors 1. I/We the undersigned confirm that I/we have full legal capacity to contract and perform my/our obligations under this Irrevocable Undertaking, have read the Irrevocable Undertaking and understand and agree to the terms, conditions and instructions as contained herein. 2. I/We hereby irrevocably undertake to purchase such number Placement Shares, at a placement price per Placement Share equal to the NAV per ordinary share in BRGE as at close of business on the Closing Date ( Placement Price ), for a total placement consideration of ( Placement Consideration ). The number of Placement Shares to be acquired by me/us, shall be calculated by dividing the Placement Consideration by the Placement Price, which Placement Price shall be provided to me/us by PSG Capital on Monday, 20 November I/We hereby acknowledge that the Placement Consideration shall be settled in South African Rand and therefore undertake that my/our Central Securities Depository Participant ( CSDP ) or broker shall settle the Placement Consideration on the Listing Date through the payment of the Rand denominated Placement Consideration to BRGE or its settlement agent. The Rand denominated Placement Consideration shall be calculated by multiplying the Placement Consideration by the GBP:ZAR exchange rate that shall be announced on Stock Exchange News Service of the JSE ( SENS ) and provided to me/us by PSG Capital on Monday, 20 November I/we understand and accept that the Placement Shares will be transferred in dematerialised form on a delivery-versus-payment basis and therefore I/we will make arrangements with my/our CSDP or broker for settlement of the Rand denominated Placement Consideration on the Listing Date. 5. I/We acknowledge and understand that this Irrevocable Undertaking is subject to the fulfilment of the suspensive conditions that: 5.1. BRGE receives formal approval to list on the Main Board of the JSE from the JSE, such approval to be unconditional or subject to such conditions as are acceptable to the directors of BRGE in their absolute discretion; 5.2. BRGE receives applications for Private Shares for a minimum amount of 25 million (twenty five million Pounds Sterling); 5.3. BRGE achieves spread of public shareholders, which shall equal a percentage of the total ordinary shares in issue agreed with the JSE; and 5.4. BRGE lists on the Main Board of the JSE by no later than 8 December 2017 (the anticipated Listing Date on the Main Board of the JSE is Friday, 24 November 2017). 3

4 6. I/We acknowledge and accept that my/our application to purchase Placement Shares is unconditional, irrevocable and cannot be withdrawn once received by PSG Capital or BRGE. Accordingly, I/we confirm that I/we have received all consents, permissions or approvals as are necessary for me/us to purchase the Placement Shares. 7. I/We acknowledge and accept that the Placing does not constitute an invitation to the public to acquire or to subscribe for shares in BRGE and is only directed at those specific investors who have been invited to participate in the Placing. I/We accordingly agree that I/we are not entitled to renounce or otherwise transfer our rights in terms hereof to any third party. 8. I/We warrant and undertake that I/we are persons who fall within the categories envisaged in section 96(1)(a) of the Companies Act 2008 ( Companies Act ) or that my/our Placement Consideration when converted to South African Rand will be equal or above the amount prescribed in terms of section 96(1)(b) of the Companies Act (R (one million Rand)), and that I/we am/are therefore entitled to participate in the Placing. 9. I/We warrant that I/we am/are not resident or located in the United States or a "U.S. Person" as such term is defined in Regulation S of the U.S. Securities Act of I/We warrant that the information relating to me/us set out in this Irrevocable Undertaking is true and correct. 11. I/we warrant that the Rand denominated Placement Consideration will be paid in full by or on my/our behalf on the Listing Date. 12. I/we hereby acknowledge and accept that there may be brokerage payable on the purchase for the Placement Shares. I/We acknowledge that such brokerage amount, as well as all fees and costs associated with taking up the Placement Shares in terms hereof, is due and payable by me/us to the broker concerned and/or to any other relevant parties, and BRGE shall have no obligation whatsoever to make payment of such commission nor any other amounts of any nature whatsoever. 13. I/we acknowledge and accept that this Irrevocable Undertaking contains the entire understanding and agreement of the parties relating to the subject matter hereof and supersedes all prior and/or contemporaneous understandings and agreements of any kind and nature (whether written or oral) among the parties with respect to such subject matter. Further Terms of the Placing 14. Invited participants must make application to purchase Placement Shares in Pound Sterling equal to the amount of the NAV per ordinary share in BRGE as at close of business on the Closing Date. Successful applicants will be required to pay the Rand equivalent of the Placement Consideration. Successful applicants will be advised of NAV per ordinary share and the GBP:ZAR exchange rate by PSG Capital on Monday, 20 November 2017 in order to determine the Rand equivalent of the Placement Consideration that must be paid on Listing Date in order to purchase the Placement Shares. 15. The Placement Shares will be transferred to successful applicants in dematerialised form only. Accordingly, all successful applicants who wish to participate in the Placing 4

5 must have an appointed CSDP or broker, to receive and hold the dematerialised Placement Shares on their behalf. 16. Successful applicants must contact their CSDP or broker and advise them that they have submitted the Irrevocable Undertaking or must request their CSDP or broker to submit the Irrevocable Undertaking on their behalf. Successful applicants must make arrangements with their CSDP or broker for payment to be made to BRGE or its settlement agent, as stipulated in the agreement governing their relationship with their CSDP or broker, in respect of the Placement Shares allocated to them. 17. The Placement Shares will be transferred to successful applicants on the Listing Date, which is anticipated to be Friday, 24 November 2017, on a delivery-versus-payment basis. Accordingly the Placement Consideration due by successful applicants will be settled by such successful applicants CSDP or broker on their behalf. 18. Applications to purchase the Placement Shares are irrevocable and cannot be withdrawn once received by PSG Capital or BRGE. 19. The Board reserves the right to accept or refuse any application for the purchase of any Placement Shares, either in whole or in part, or to reduce any or all application(s) (whether or not received timeously) in such manner as it may in its sole and absolute discretion determine. Furthermore, the Board may accept or reject, in whole or in part, any application should the terms and conditions as set out in this Irrevocable Undertaking not be fully complied with. 20. The Board reserves the right to increase the amount sought to be raised. 21. The Placing closes at and this Irrevocable Undertaking must be received by 17:00 on Friday, 17 November The Board reserves the right to close the Placing earlier (or later) in its absolute discretion, in consultation with PSG Capital who are acting as the sole bookrunner to the Company. 22. Successful applicants will be notified on Monday, 20 November 2017 of their allocations. 23. The Placing is not being underwritten. 24. Neither BRGE nor PSG Capital, nor any of their directors or employees accept any responsibility, nor will they be held liable, for any damages or loss suffered by any applicant as result of any inability by such parties to allocate Placement Shares, as a result of an illegible Irrevocable Undertaking or as a result of rejecting any applications or reducing any allocations of Placement Shares applied for in this Irrevocable Undertaking. 25. This Irrevocable Undertaking may not be amended, modified or altered except by a written instrument executed by each of the parties hereto. 26. Any waiver by a party hereto of any breach of or failure to comply with any provision or condition of this Irrevocable Undertaking by any other party hereto shall not be construed as, or constitute, a continuing waiver of such provision or condition, or a waiver of any other breach of, or failure to comply with, any other provision or condition of this Irrevocable Undertaking, any such waiver to be limited to the specific matter and instance for which it is given. No waiver of any such breach or failure of any provision or condition of this Irrevocable Undertaking shall be effective unless evidenced by a written instrument signed by the party granting the waiver. No failure or delay by any 5

6 party to enforce or exercise its rights or remedies hereunder shall be deemed a waiver hereof, nor shall any single or partial exercise of any such right or remedy or any abandonment or discontinuance of steps to enforce such rights, preclude any other or further exercise thereof or the exercise of any other right. 27. Except as expressly provided in this Irrevocable Undertaking, a person who is not a party to this Irrevocable Undertaking has no right under any laws to enforce any of its terms. 28. This Irrevocable Undertaking and any non-contractual obligations connected with it shall be governed by South African law. 29. The parties irrevocably agree that all disputes arising under or in connection with this Irrevocable Undertaking, or in connection with the negotiation, existence, legal validity, enforceability or termination of this Irrevocable Undertaking, regardless of whether the same shall be regarded as contractual claims or not, shall be exclusively governed by and determined only in accordance with South African law. I/We, the undersigned, hereby irrevocably apply for the number of Placement Shares at the NAV per ordinary share in BRGE as at close of business on the Closing Date equal to the Placement Consideration set out in paragraph 2 of this Irrevocable Undertaking and agree and accept the terms, conditions and instructions contained in this Irrevocable Undertaking. Signature Date Duly authorised Full name Capacity 6

7 INSTRUCTIONS 1. Applications may be made on this Irrevocable Undertaking only. Copies or reproductions of the Irrevocable Undertaking will be accepted. Irrevocable Undertakings must be authenticated by full signature. 2. The right to apply for Placement Shares in terms of the Placing may not be ceded, renounced or assigned in favour of anyone else by an applicant invited to participate. 3. Invited participants should consult their brokers, bankers, legal or other professional advisers in case of doubt as to the correct completion of the Irrevocable Undertaking. 4. No receipts will be issued for receipt of this Irrevocable Undertaking, the Placing Consideration or any supporting documentation unless specifically requested. 5. All alterations on this Irrevocable Undertaking must be authenticated by full signature. 6. To the extent that monies emanate from blocked rand accounts, such applications will be dealt with in terms of the Exchange Control Regulations that may be applicable. 7