REG-BlackRock Frontiers Investment Trust Plc: Publication of tender offer circular

Blackrock Frontiers Investment TrustAnnouncement

Wed 16:00

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO CANADA, AUSTRALIA, JAPAN,
NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EEA OR ANY
OTHER JURISDICTION WHERE TO DO SO MAY RESULT IN THE CONTRAVENTION OF ANY
REGISTRATION OR OTHER LEGAL REQUIREMENT OF SUCH JURISDICTION. 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.

 

10 December 2025

BLACKROCK FRONTIERS INVESTMENT TRUST PLC

Publication of tender offer circular

 

BlackRock Frontiers Investment Trust PLC (the “                     Company 
                  ”) has today published a circular (the “                
    Circular                    ”) in connection with a Tender Offer for
ordinary shares of US$0.01 each in the capital of the Company (the “        
            Ordinary Shares                    ”) and an invitation for
Incoming Investors to acquire Ordinary Shares tendered for sale (together, the
“                     Proposals                    ”).

The Circular is expected to be posted to Shareholders shortly and will be made
available on the Company’s website at                                 
www.blackrock.com/uk/literature/shareholder-letters/blackrock-frontiers-investment-trust-plc-general-meeting-circular-2025.pdf
                              .                               The contents of
such website are not incorporated into, and do not form part of, this
announcement (the “                     Announcement                   
”). A copy of the Circular will also be submitted to the National Storage
Mechanism and will be available for inspection at                             
    https://data.fca.org.uk/#/nsm/nationalstoragemechanism                    
          .

Capitalised terms used in this Announcement, unless otherwise defined, have
the same meanings as set out in the Circular.

 
Background
At the time of the Company's launch in December 2010, the Board stated its
intention to offer Shareholders opportunities to realise the value of their
investment in the Company at Net Asset Value less applicable costs at five
yearly intervals. Accordingly, the purpose of the Circular is to set out the
Board's proposals to implement the Tender Offer in accordance with its
commitment to Shareholders.

The Circular contains, inter alia, the formal terms of the Tender Offer,
together with details of how Shareholders can tender Ordinary Shares for
purchase, if they wish to do so, and details of how Incoming Investors may
acquire Ordinary Shares tendered for sale. The implementation of the Tender
Offer is conditional on, amongst other things, Shareholder approval of the
special resolution relating to the Proposals to be proposed at the General
Meeting of the Company (the “                     General Meeting           
        ”) to be held at 12 Throgmorton Avenue, London EC2N 2DL on 23
February 2026 at 1.45 p.m., notice of which is included in the Circular.
THE PROPOSALS
The Proposals, in summary:
*            provide Eligible Shareholders the opportunity to tender for sale
none, some or all of their Ordinary Shares; and          
*            provide for any or all of such Ordinary Shares tendered to be
sold by Winterflood to Incoming Investors.
 
Key Points of the Tender Offer
The key points of the Tender Offer are as follows:
*            the Tender Offer will provide Eligible Shareholders the
opportunity to tender for sale none, some or all of their Ordinary Shares;    
     
*            Incoming Investors will be invited to acquire Ordinary Shares
tendered for sale at the Investment Price (as described below);          
*            after accounting for the sale of the On-Sale Shares and the
realisation of the Tender Pool, which will be established on the basis set out
under paragraph                       10 of Part 1 of the Circular, Tendering
Shareholders shall receive the Tender Price in cash in consideration for the
purchase of Ordinary Shares tendered by them; and          
*            the Tender Price shall be the Final Tender Offer Asset Value of
the Tender Pool (as described below) divided by the total number of Exit
Shares expressed in Sterling, rounded down to two decimal places.
If the number of Ordinary Shares tendered is such that the Board is of the
view that the continuance of the Company is not in the best interests of the
continuing Shareholders, it reserves the right to terminate the Tender Offer. 
                    Additionally, in order not to give rise to it having to
make a mandatory offer for the Company pursuant to Rule 9 of the City Code on
Takeovers and Mergers, if the Tender Offer were to result in the BlackRock
Concert Party (as defined in paragraph 4.2 of Part 1 of the Circular) being
interested in Ordinary Shares which, in aggregate, carry 30 per cent. or more
of the voting rights of the Company, the Board will terminate the Tender
Offer.                      If the Tender Offer is terminated, the Board will
put forward revised proposals as soon as practicable and, in any event, within
three months of termination of the Tender Offer, which will allow Shareholders
to realise the value of their investment in the Company at Net Asset Value
less applicable costs.                      If the Tender Offer is
terminated, the Company will make an announcement through an RIS that such is
the case.

Eligible Shareholders on the Register on the Record Date will be invited to
tender for sale some or all of their Ordinary Shares held on the Record Date
to Winterflood who will, as principal, purchase at the Tender Price the
Ordinary Shares validly tendered.

Winterflood may seek to sell some or all of such tendered Ordinary Shares to
Incoming Investors at the Investment Price, being a price equal to the NAV per
Ordinary Share on the Calculation Date.                      Any Incoming
Investors will be responsible for paying any incidental costs, including stamp
duty or stamp duty reserve tax and commission payable to Winterflood, arising
in connection with the sale of On-Sale Shares.                      The
aggregate Investment Price for such number of Ordinary Shares as Incoming
Investors agree to acq          uire           will be allocated to the Tender
Pool and form part of the cash proceeds to be paid to Tendering Shareholders
for their Exit Shares. Any Ordinary Shares not sold by Winterflood to Incoming
Investors will be repurchased by the Company.                                
Tendering Shareholders will receive the full Tender Price in cash only once
all of the assets in the Tender Pool have been fully realised.
Restricted Shareholders and Other Overseas Shareholders                       
     The Tender Offer is not available to Shareholders with registered or
mailing addresses in a Restricted Territory, or who are citizens or nationals
of, or resident in, a Restricted Territory.
Certain Overseas Shareholders are being excluded from the Tender Offer in
order to avoid breaching applicable local laws relating to the implementation
of the Tender Offer.                      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.

 
U.S. Shareholders                            The Tender Offer is being made to
U.S. Shareholders in compliance with the applicable U.S. tender offer rules
under the U.S. Exchange Act, including Regulation 14E thereunder and otherwise
in accordance with the requirements of English law, the London Stock Exchange
and the FCA. Accordingly, the Tender Offer may be subject to disclosure and
other procedural requirements, including with respect to withdrawal rights,
offer timetable, settlement procedures and timing of payments that are
different from those applicable under U.S. domestic tender offer procedures
and law.                                                         Tender Pool
Save as set out below, all of the Company’s assets and liabilities will,
following valuation on the Calculation Date, be allocated between the
Continuing Pool and the Tender Pool on the basis set out under paragraph 10 of
Part 1 of the Circular.                      The net value of the assets and
liabilities allocated on the establishment of the Tender Pool will equal the
Tender Offer FAV (calculated in accordance with paragraph 8 of Part 1 of the
Circular).                      The Tender Pool assets will be realised (save
that any cash paid into the Tender Pool including the cash received in respect
of the sale of the On-Sale Shares shall not be subject to a realisation
process) and the liabilities settled and the net cash proceeds paid in
satisfaction of the Tender Price to Eligible Shareholders who successfully
tender their Ordinary Shares.

 

The Tender Pool will bear the costs of realising the assets in the Tender Pool
and any incidental costs, including Winterflood’s commission and the stamp
duty or stamp duty reserve tax payable on the repurchase by the Company of the
Ordinary Shares acquired from Winterflood. For the avoidance of doubt, no such
stamp duty or stamp duty reserve tax need be paid by the Company in respect of
On-Sale Shares. This will form part of the On-Sale Expenses and be payable by
Incoming Investors.                      Eligible Shareholders who
successfully tender their Ordinary Shares will receive a pro rata share of the
net proceeds of the Tender Pool.                      The assets of the
Tender Pool will be fully realised as soon as practicable after the
commencement of the realisation of the Tender Pool such that cash payments can
be made to Tendering Shareholders as soon as practicable thereafter.         
            However, under the Tender Offer the Company reserves the right to
defer the Tender Pool realisations and/or cash payments if the Board believes
this to be in the best interests of Shareholders as a whole.

 

Eligible Shareholders shall note that the Tender Price will only be determined
finally once all the assets of the Tender Pool have been realised.

 

The Board retains the discretion to allocate only cash and near cash assets of
the Company to the Tender Pool.                      In such circumstances
there will be no or minimal costs of realising the assets in the Tender Pool
and it is expected that the purchase of tendered Ordinary Shares (excluding
any On-Sale Shares) will take place and payment for Ordinary Shares will be
made to Tendering Shareholders (including any On-Sale Shares) promptly and not
later than the end of March 2026.                      It is the Board’s
current intention only to exercise such discretion where the number of
Ordinary Shares that the Company is required to repurchase pursuant to the
Tender Offer is such that allocating only cash and near cash to the Tender
Pool is in the best interests of Shareholders as a whole.

 
Expected Timetable
 Publication of the Circular and the Notice of General Meeting and opening of the Tender Offer                                                                                                                      10 December 2025                                                                                   
 Latest time and date for receipt of proxy appointments (whether online, via a CREST Proxy Instruction, via Proxymity or by hard copy proxy form) in respect of the General Meeting                                 1.45 p.m. on 19 February 202 6                                                                     
 Tender Closing Date: latest time and date for receipt of Tender Forms and TTE Instructions in CREST                                                                                                                1.00 p.m. on 19 February 2026                                                                      
 Record Date for participation in the Tender Offer                                                                                                                                                                  6.00 p.m. on 19 February 2026                                                                      
 General Meeting                                                                                                                                                                                                    1.45 p.m. on 23 February 2026 ( or as soon thereafter as the 2026 AGM concludes or is adjourned )  
 Results of General Meeting announced                                                                                                                                                                               23 February 2026                                                                                   
 Results of Tender Offer announced                                                                                                                                                                                  23 February 2026                                                                                   
 Calculation Date                                                                                                                                                                                                   close of business on 23 February 2026                                                              
 Sale of On-Sale Shares                                                                                                                                                                                             24 February 2026                                                                                   
 Establishment of Tender Pool and Continuing Pool                                                                                                                                                                   24 February 2026                                                                                   
 Realisation of the Tender Pool commences                                                                                                                                                                           24 February 2026                                                                                   
 Tender Price announced; cheques or electronic payments (if there is an electronic payment mandate on file) dispatched to certificated Shareholders and payments through CREST made to uncertificated Shareholders  as soon as practicable after                                                                       
                                                                                                                                                                                                                     commencement of the realisation of the                                                            
                                                                                                                                                                                                                     Tender Pool                                                                                       

All references are to London time unless otherwise stated.

Dates and times are indicative only and may be subject to change. Any changes
will be notified via an RIS.

LEI: 5493003K5E043LHLO706

ISIN: GB00B3SXM832

 

 Enquiries:   BlackRock Investment Management (UK) Limited   Sarah Beynsberger  Lucy Dina  020 7743 3000  
                                                                                                          
 Winterflood Securities Limited                                                                           
 Neil Morgan                                                                               020 3100 0292  
  Sophia Bechev                                                                                           

 

 

 

 

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 available to Shareholders with
registered or mailing addresses in a Restricted Territory, or who are citizens
or nationals of, or resident in, a Restricted Territory.
Certain Overseas Shareholders are being excluded from the Tender Offer in
order to avoid breaching applicable local laws relating to the implementation
of the Tender Offer.                      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.

 

Winterflood Securities Limited (“                     Winterflood           
        ”), which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, 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 Winterflood 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 Winterflood may have under the 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 Winterflood 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 U.S. Shareholders

 

The Tender Offer relates to securities in a non-U.S. 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. A 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 U.S.
Shareholders should read the entire circular. The Tender Offer is not subject
to the disclosure and other procedural requirements of Regulation 14D under
the U.S. Exchange Act. The Tender Offer will be made in the United States
pursuant to Section 14(e) of, and Regulation 14E under, the U.S. 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
U.S. domestic tender offer procedures and law. The Company is not listed on a
U.S. securities exchange, is not subject to the periodic reporting
requirements of the U.S. Exchange Act and is not required to, and does not,
file any reports with the SEC thereunder.

 

It may be difficult for U.S. Shareholders to enforce certain rights and claims
arising in connection with the Tender Offer under U.S. 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-U.S. company or its officers or directors in a non-U.S. court for
violations of U.S. securities laws. It also may not be possible to compel a
non-U.S. company or its affiliates to subject themselves to a U.S. court’s
judgment.

 

To the extent permitted by applicable law and in accordance with normal UK
practice, the Company, Winterflood or any of their affiliates, may make
certain purchases of, or arrangements to purchase, Ordinary Shares outside the
United States during the period in which the Tender Offer remains open for
acceptance, including purchases of Ordinary Shares effected by Winterflood
acting as market maker in the Ordinary Shares.

 Release  (https://mb.cision.com/Main/22403/4279943/3836311.pdf)  



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