Blackrock Fr Regulatory News (BRFI)

BlackRock Frontiers Investment Trust Plc - Result of Tender offer

PR Newswire

London, February 23

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND AND THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MAY RESULT IN THE CONTRAVENTION OF ANY REGISTRATION OR OTHER LEGAL REQUIREMENT OF SUCH JURISDICTION

23 February 2021

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 29 January 2021 (the “Circular”). The Tender Offer closed at 1.00 p.m. on 19 February 2021 and implementation of the Tender Offer was approved by Shareholders at a general meeting of the Company held earlier today.

A total of 51,884,770 Ordinary Shares, representing 21.51 per cent. of the Ordinary Shares in issue as at 19 February 2021 (excluding Ordinary Shares held in treasury), were validly tendered under the Tender Offer (the “Tender Shares”).

In accordance with the terms of the Tender Offer all of the Company’s assets and liabilities will, following valuation on the Calculation Date (being close of business today, 23 February 2021), be allocated between the Continuing Pool and the Tender Pool on the basis set out in the Circular.

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, including an amount equal to the stamp duty or stamp duty reserve tax payable in respect of the subsequent repurchase of Tender Shares by the Company from Winterflood. The Tender Pool will bear its share of the operating costs of the Company on a pro rata basis. 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 (as defined below) (which for the avoidance of doubt will take account of the costs of realisation of the Tender Pool) less any stamp duty or stamp duty reserve tax arising on the repurchase of Ordinary Shares by the Company from Winterflood pursuant to the Tender Offer but plus any monies paid to Tendering Shareholders by way of any interim distribution(s). 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 (other than stamp duty or stamp duty reserve tax to be payable) have been met.

The Tender Price will be determined once the assets contained in the Tender Pool have been fully realised and all the liabilities to be borne by the Tender Pool 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.

All references are to London time unless otherwise stated. Any changes will be notified via an RIS.