Tender Offer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA

BLACKROCK FRONTIERS INVESTMENT TRUST PLC

17 December 2015

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 to purchase up to 100 per cent. of the Company’s ordinary shares in issue and Shareholder approval of a waiver of obligations to make a mandatory offer under rule 9 of the Takeover Code (together, the “Proposals”). Shareholders should note however that they are not obliged to tender any Ordinary Shares. 

1        BACKGROUND

At the time of the Company's launch in December 2010, the Company stated that before the Company's fifth annual general meeting, the Board would formulate and submit to Shareholders proposals (which may constitute a tender offer or other method of distribution) to provide Shareholders with an opportunity to realise the value of the Ordinary Shares at the applicable Net Asset Value per Ordinary Share less costs. The Company's fifth annual general meeting is due to be held on 10 February 2016. 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 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. The implementation of the Tender Offer is conditional on Shareholder approval to be obtained at the General Meeting of the Company to be held on 10 February 2016, notice of which is included in the Circular.

The Investment Manager believes that there is scope to increase the capacity of its Frontier Markets strategy and in current market conditions it could deploy up to a further circa US$100 million in this strategy. As such, should there be limited take-up of the Tender Offer as well as sufficient demand from investors to be able to utilise this capacity, the Board will explore options available to satisfy such demand. Given the potentially illiquid nature of the Company's investment opportunities and the time it could take to deploy any proceeds, depending on the level of demand it may be appropriate for the Company to issue C shares to satisfy this demand. Authority to issue such C Shares will be sought at the annual general meeting. The Board gives no assurance that any C shares will be issued and a prospectus would be required in connection with any such issue.

2        THE PROPOSALS

The Proposals, in summary:

• provide for a tender offer for up to 100 per cent. of the Company's issued Ordinary Share capital (excluding treasury shares, if any);

• provide for any or all of such Ordinary Shares tendered to be sold by Winterflood to Incoming Investors; and

• approve the waiver granted by the Takeover Panel of the obligation that would otherwise arise on any member of the BlackRock Concert Party to make a general offer to Shareholders pursuant to Rule 9 of the Takeover Code as a result of the implementation of the Tender Offer.

As at the close of business on 15 December 2015, as a result of discretionary management agreements, the members of the BlackRock Concert Party are currently interested for the purposes of the Takeover Code in 28,439,300 Ordinary Shares. Such Ordinary Shares represent, in aggregate, approximately 18.9 per cent. of the Company's Voting Rights as at the close of business on 15 December 2015 (being the latest practicable date prior to the publication of the Circular).

If Shareholders tender in excess of 37.1 per cent. or more of the issued Ordinary Share capital (and no such Ordinary Shares are sold by Winterflood to Incoming Investors) under the Tender Offer, one or more members of the BlackRock Concert Party would, in the absence of a waiver under Rule 9 of the Takeover Code, be required to make a general offer for the balance of the Ordinary Shares by virtue of the BlackRock Concert Party being interested in 30 per cent. or more of the Ordinary Shares. The Takeover Panel has agreed, however, to waive the obligation to make a general offer that would otherwise arise on any member of the BlackRock Concert Party as a result of the implementation of the Tender Offer, subject to approval by the Independent Shareholders on a poll.

3        TENDER OFFER

3.1        Key Points of the Tender Offer

The key points of the Tender Offer are as follows:

• the Tender Offer is for up to 100 per cent. of the Company's issued Ordinary Share capital (excluding treasury shares, if any) as at the Record Date;

• Shareholders (other than Restricted Shareholders) will be able to decide whether to tender none, some or all of their Ordinary Shares;

• Incoming Investors will be invited to acquire Ordinary Shares from Tendering Shareholders, through Winterflood at a price equal to the NAV per Ordinary Share on the Calculation Date (the “Investment Price”);

• after accounting for the sale of the On-sale Shares and the realisation of the Tender Pool, Tendering Shareholders shall receive the Tender Price in cash in consideration of the purchase of Ordinary Shares tendered by them; and

• the Tender Price shall be the Final Tender Offer Asset Value of the Tender Pool divided by the total number of Exit Shares expressed in sterling and in pence, 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 and in such circumstances the Tender Offer will not proceed and instead the Company will put forward further proposals to the Shareholders. If the Tender Offer is terminated, the Company will make an announcement through a RIS that such is the case.

Shareholders (other than Restricted 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. The aggregate Investment Price for such number of Ordinary Shares as Incoming Investors agree to acquire will be paid to the Company and 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 for any On-sale Shares only once all of the assets in the Tender Pool have been fully realised. However, if and when an interim distribution from the Tender Pool is made the amount received by Tendering Shareholders will include an amount for their pro rata proportion of any On-sale Shares.

3.2        Restricted Shareholders and Other Overseas Shareholders

The Tender Offer is not being made to Shareholders who are resident in, or citizens of, Restricted Territories. Restricted Shareholders are being excluded from the Tender Offer in order to avoid offending 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.

3.3        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 in the Circular. The Tender Pool assets will be realised and the liabilities settled and the net cash proceeds paid to Shareholders who successfully tendered their Ordinary Shares (save that any cash paid into the Tender Pool including the cash for the On-sale Shares shall not be subject to a realisation process).

The Tender Pool will bear the costs of realising the assets in the Tender Pool and the amount of 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). Shareholders who successfully tender will receive a pro rata share of the net proceeds of the Tender Pool, less associated costs. 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 final cash payments can be made to the Tendering Shareholders as soon as practicable thereafter. The Board may at its discretion make interim distributions from the Tender Pool. 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.

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 on or before 18 February 2016 and payment for Ordinary Shares will be made to Tendering Shareholders (including any On-Sale Shares) in the week commencing 22 February 2016. 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.

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

Terms used and not defined in this announcement shall have the meaning given to them in the Circular.

A copy of the Circular has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/nsm.

Enquiries:

Simon White/Sarah Beynsberger
BlackRock Investment Management (UK) Limited
Tel: [phone]

Joe Winkley/Neil Morgan
Winterflood Investment Trusts
Tel: [phone]

Expected Timetable

Record Date for participation in the Tender Offer	5.00 p.m. on 14 January 2016
Latest time and date for receipt of Savings Schemes Tender Forms	3.00 p.m. on 22 January 2016
Tender Closing Date: latest time and date for receipt of Tender Forms and TTE Instructions in CREST	3.00 p.m. on 29 January 2016
Latest time and date for receipt of Forms of Direction for the General Meeting	12.00 noon on 4 February 2016
Latest time and date for receipt of Forms of Proxy for the General Meeting	12.00 noon on 8 February 2016
General Meeting	12.00 noon on 10 February 2016
Results of General Meeting and Tender Offer announced	10 February 2016
Calculation Date	close of business on 10 February 2016
Sale of On-sale Shares	11 February 2016
Establishment of Tender Pool and Continuing Pool	11 February 2016
Realisation of the Tender Pool commences	11 February 2016
Tender Price announced; final distribution under the Tender Offer of assets in the Tender Pool announced; cheques despatched and payments through CREST made	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 a RIS.