Prospectus (4.96 Mb) - BlackRock International

UBS makes no representation, express or implied, nor does it accept any responsibility whatsoever for the contents of the
Prospectus, including this Registration Document, nor for any other statement made or purported to be made by it or on
its behalf in connection with the Company, the Shares or the Offer. UBS accordingly disclaims all and any liability (save for
any statutory liability) whether arising in tort, contract or otherwise which it might otherwise have in respect of the
Prospectus, including this Registration Document, or any other statement.
Investors should note that the Global Co-ordinator and/or its affiliates are likely to have acted, and in some cases,
continue to act, in various capacities in relation to the issuers of certain securities in which the Company invests, including
as manager, servicer, security trustee, equity holder and/or secured lender to affiliates of the issuer of the relevant
securities. The Global Co-ordinator and/or its affiliates, in their capacity as lenders to certain of the issuers of securities in
which the Company or the Fund Investments invest may hold security interests in various of those issuers’ assets, some of
which assets may also secure obligations owed to holders of the relevant issuer’s securities, which may include the
Company. In addition, the Global Co-ordinator and/or its affiliates may act as lender to the Company, including any
financing provided to the Company. Each role confers specific rights to, and obligations on, the Global Co-ordinator and/or
its affiliates. In carrying out these rights and obligations, the interests of the Global Co-ordinator and/or its affiliates may
not be aligned with the interests of a potential investor in the Shares.
OVER-ALLOTMENT AND STABILISATION
In connection with the Offer, UBS, as the Stabilising Manager, or any of its agents, may, to the extent permitted by
applicable law, over-allot Shares with a value of up to a maximum of 15 per cent. of the total amount to be raised in the
Offer and effect other transactions with a view to stabilising or maintaining the market price of the Shares at a level higher
than that which might otherwise prevail in the open market.
For the purposes of allowing the Stabilising Manager to cover short positions resulting from any such over-allotments by
it during the stabilising period, the Company has granted the Stabilising Manager an over-allotment option (the “Overallotment
Option”), pursuant to which the Stabilising Manager may require the Company to issue additional Shares with a
value of up to a maximum of 15 per cent. of the total amount to be raised in the Offer (before exercise of the Overallotment
Option) at the Offer Price. The Over-allotment Option is exercisable, in whole or in part, upon notice by the
Stabilising Manager, at any time on or after the date of commencement of conditional dealings on the London Stock
Exchange and will expire no more than 30 days thereafter. Any Shares issued by the Company pursuant to the Overallotment
Option will be issued on the same terms and conditions as the other Shares being issued under the Offer and
will form the same classes for all purposes with all Shares issued under the Offer.
The Stabilising Manager is not required to enter into such stabilising transactions. Such stabilising measures, if
commenced, may be discontinued at any time, may only be taken up at any time on or after the date of commencement of
conditional dealings in the Shares, and will end no more than 30 days thereafter. Save as required by law or regulation,
neither the Stabilising Manager nor any of its agents intend to disclose the extent of any over-allotments and/or
stabilisation transactions under the Offer.
RESTRICTIONS ON DISTRIBUTION AND SALE
The distribution of the Prospectus, the Offer and sale of the Shares offered thereby may be restricted by law in certain
jurisdictions. Persons in possession of the Prospectus are required to inform themselves about and to observe any such
restrictions. The Prospectus must not be used for, or in connection with, and does not constitute any offer to sell, or a
solicitation to purchase, any such Shares in any jurisdiction in which such an offer or solicitation would be unlawful.
Further details are set out in “Selling Restrictions” on pages 35 to 41 below.
The Shares have not been and will not be registered under the US Securities Act or with any securities regulatory
authority of any state or other jurisdiction in the United States nor is such registration contemplated. The Shares may not
be offered, sold or delivered directly or indirectly within the United States or to, or for the account or benefit of, US
Persons. The Directors reserve the right to offer Shares and/or C Shares to US Persons in the future. The Company has
not been and will not be registered under the US Investment Company Act and investors will not be entitled to the benefits
of the US Investment Company Act. The Shares have not been approved or disapproved by the SEC, any state securities
commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed
upon or endorsed the merits of the offering of Shares or the accuracy or adequacy of this prospectus. Any representation
to the contrary is a criminal offence in the United States and re-offer or resale of any of the Shares in the United States or
to US Persons may constitute a violation of US law or regulation.
Shares may not be acquired by investors using assets of any employee benefit plan subject to Part 4 of Subtitle B of the
Title I of ERISA or Section 4975 of the US Internal Revenue Code or other federal, state, local or other law or regulation
that is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the US
Internal Revenue Code.
Applicants for Shares in the Offer will be required to certify that they (and anyone for whose benefit or on whose behalf
they are acting) (i) are not a “US person” within the meaning of Regulation S of the US Securities Act and (ii) are a “Non-
United States person” within the meaning of the US Commodity Futures Trading Commission (“CFTC”) Rule 4.7(a)(I)(iv).
Such persons failing to satisfy either of clause (i) or (ii) above are referred to herein as a “US Person”. Applicants for
Shares will also be required to certify that they are not subscribing for Shares on behalf of a US Person. See “Selling
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