REG-BlackRock Frontiers Investment Trust Plc: Results of the Tender Offer

Blackrock Frontiers Investment TrustAnnouncement

23/02/2026 17:15

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO,                                                      
         AUSTRALIA, CANADA, 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.

23 February 2026

BLACKROCK FRONTIERS INVESTMENT TRUST PLC

Results of the Tender Offer

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

The Board of BlackRock Frontiers Investment Trust plc (the “                
    Company                    ”) announces the results of the Tender Offer
that was set out in a circular to Shareholders published by the Company on 10
December 2025 (the “                     Circular                    ”).
The Tender Offer closed at 1.00 p.m. on 19 February 2026 and implementation of
the Tender Offer was approved by Shareholders at a general meeting of the
Company held earlier today.

A total of 25,878,728 Ordinary Shares, representing 13.7 per cent. of the
Ordinary Shares in issue as at 19 February 2026 (excluding Ordinary Shares
held in treasury), were validly tendered under the Tender Offer (the “      
              Tender Shares                    ”).

Winterflood, as the Company’s broker, will now seek to sell some or all of
the Tender Shares to Incoming Investors at the Investment Price, in accordance
with the terms set out in the Circular. The Investment Price will be a price
equal to the Net Asset Value per Ordinary Share as at the Calculation Date.
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.

In accordance with the terms of the Tender Offer, the Company’s assets and
liabilities will, following valuation on the Calculation Date (being close of
business today, 23 February 2026), be allocated between the Continuing Pool
and the Tender Pool on the basis set out in the Circular. To the extent that
Winterflood sells any Tender Shares to Incoming Investors the aggregate
Investment Price for such number of Ordinary Shares as Incoming Investors
agree to acquire will be allocated to the Tender Pool.

Following the allocation of assets and liabilities to the Continuing Pool and
the Tender Pool, the assets of the Tender Pool (other than cash) will be fully
realised.                      The Tender Pool will bear all costs associated
with the realisation of such assets, as well as any incidental expenses of the
repurchase of Ordinary Shares not sold by Winterflood to Incoming Investors,
including Winterflood’s commission and the stamp duty or stamp duty reserve
tax payable by the Company. The Tender Pool will bear its share of the
operating costs of the Company on a pro rata basis, save that no management
fee will be levied in respect of the management of the assets of the Tender
Pool which are held in cash. All changes in value of the assets allocated to
the Tender Pool will be attributable solely to the Tender Pool. The Company
intends to prepare and publish NAV announcements for the Continuing Pool only.

The Final Tender Offer Asset Value will equal the unaudited Net Asset Value of
the assets in the Tender Pool on the Tender Pool Determination Date           
        less any incidental costs, including Winterflood’s commission and
the stamp duty or stamp duty reserve tax, arising on the repurchase of
Ordinary Shares by the Company from Winterflood pursuant to the Tender Offer.
The Tender Pool Determination Date will be the date specified by the Directors
being as soon as practicable following the date on which all assets in the
Tender Pool (other than contingent assets, if any) have been fully realised
and settled and liabilities have been met or in the case of any incidental
costs, including Winterflood’s commission and the stamp duty or stamp duty
reserve tax arising on the repurchase of Ordinary Shares by the Company from
Winterflood pursuant to the Tender Offer, have been accounted for.

The Tender Price will be an amount equal to the Final Tender Offer Asset Value
divided by the total number of Tender Shares (rounded down to two decimal
places), in each case on the Tender Pool Determination Date.

Shareholders should note that the Final Tender Offer Asset Value may be
impacted positively or negatively as the assets in the Tender Pool are
realised and will be particularly exposed to any changes in asset values, the
costs associated with realising the assets and foreign exchange movements as
assets denominated in foreign currencies are realised and the proceeds
converted into Sterling in order to pay the Tender Price which is payable in
Sterling. A further announcement of the Tender Price will be made in due
course.

A reminder of the expected timetable for the Tender Offer is set out below.

 

 Calculation Date                                                                                                                                                                                                    close of business on 23 February 2026                                            
                                                                                                                                                                                                                                                                                                      
 Trade date for the 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) despatched 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.                    
                    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/22403/4311735/3947872.pdf)  



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