REG-BlackRock Latin American Investment Trust Plc: Tender Offer

Blackrock Latin American Investment TrustAnnouncement

26/03/2026 16:15

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND OR 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 OR OF THE UK.

This announcement is for information purposes only and it does not constitute
an offer to sell, or a solicitation of an offer to acquire, securities in any
jurisdiction in which the same would be unlawful. Neither this announcement
nor any part of it shall form the basis of or be relied on in connection with
or act as an inducement to enter into any contract or commitment whatsoever.

For immediate release

BlackRock Latin American Investment Trust plc (“BRLA” or the
“Company”)

(LEI: UK9OG5Q0CYUDFGRX4151)

Tender Offer,                                            Publication of
Circular and Notice of General Meeting

Further to the announcement by the Company on 5 January 2026, the board of the
Company is pleased to announce it has published today a circular (the
"Circular") advising Shareholders of the details in relation to the Tender
Offer and providing notice of a General Meeting of Shareholders to approve the
Tender Offer.

Background to Tender Offer

As part of its discount control policy, your Board has stated previously that
it would make a tender offer to Shareholders for up to 24.99 per cent. of the
issued share capital (excluding treasury shares) of the Company at a tender
price reflecting the latest cum-income Net Asset Value less 2 per cent. and
related portfolio realisation costs in the event that the continuation votes
for each relevant biennial period are approved (being the continuation votes
in 2024 and 2026), if, over the four year period from 1 January 2022 to 31
December 2025 (the Calculation Period), either of the following conditions was
met:
1.                                                   the Company’s
annualised total NAV return did not exceed the annualised US Dollar net return
of the MSCI EM Latin America Index (the Benchmark Index) by more than 50 basis
points: or                                               
         1.                                                   the average
daily discount to the cum-income Net Asset Value exceeded 12 per cent. as
calculated with reference to the trading of the Ordinary Shares.
As announced by the Company on 5 January 2026, as at 31 December 2025, and
over the Calculation Period, the Company had underperformed the Benchmark
Index by 332 basis points on an annualised basis and the Ordinary Shares had
traded at an average daily discount to Net Asset Value of 10.93 per cent. As a
result, your Board has decided to implement the Tender Offer and the purpose
of the Circular is to set out details of the Tender Offer. 

The Circular contains the background to and reasons for the Tender Offer, in
addition to the formal terms of the Tender Offer, together with details of how
Eligible Shareholders can tender Ordinary Shares for purchase, if they wish to
do so. It also contains details of the revised discount control mechanism
which will apply in the future.

The implementation of the Tender Offer is conditional, amongst other things
(as detailed under the heading “Conditions to the Tender Offer” in the
Circular), on the passing of the Continuation Resolution at the 2026 AGM and
Shareholder approval to be obtained at the General Meeting of the Company to
be held on 29 May 2026 immediately following the 2026 AGM. The Notice of
General Meeting is set out at the end of the Circular.

Circular

A copy of the Circular will be made available on the Company's website at     
                        BlackRock Latin American Investment Trust plc - BRLA |
BlackRock              
(https://www.blackrock.com/uk/solutions/investment-trusts/our-range/blackrock-latin-american-investment-trust/trust-information)
              and submitted to the National Storage Mechanism, where it will
be available for inspection at                             
https://data.fca.org.uk/#/nsm/nationalstoragemechanism                        
   .

For information, capitalised terms used but not defined in this announcement
shall have the meaning given to them in the Circular.

Revised discount control provision

While the Board regards the Company’s share rating at any particular time as
primarily a reflection of sentiment towards the sector alongside portfolio
performance, it recognises that there are a number of other factors which can
have a material impact in the context of driving demand for the Company’s
shares. With this in mind, and having consulted with the Company’s major
shareholders, the Board is introducing a revised discount control mechanism
such that the Company will offer shareholders the opportunity to tender up to
100 per cent. of their shareholding if the annualised total NAV return does
not exceed the annualised US dollar net return of the Benchmark Index (both on
a US Dollar basis) over the four years to 31 December 2029 (the New
Calculation Period).

Shareholders will be offered a tender offer for 100 per cent. of the
Company’s issued share capital, excluding treasury shares, at a tender price
reflecting the latest cum-income Net Asset Value less related transaction and
portfolio realisation costs.  The tender will be conditional on the
continuation vote for each relevant biennial period being approved (being the
continuation votes in 2028 and 2030).

If as a result of this tender opportunity the Company’s NAV is expected to
fall below any minimum size condition established as part of the relevant
tender offer, the Board would consider withdrawing the tender, consult with
major shareholders on the future of the Company and, if appropriate, put
forward proposals for a strategic review of the options for the future and/or
for a reconstruction, reorganisation or winding up of the Company.

The making of any tender offer in accordance with the revised discount control
mechanism set out above will also be conditional upon the Company having the
required Shareholder authority or such Shareholder authority being obtained,
the Company having sufficient distributable reserves to effect the repurchase
of all the tendered shares and, having regard to its continuing financial
requirements, having sufficient cash reserves to settle the relevant
transactions with Shareholders, and the Company’s continuing compliance with
the Listing Rules and all other applicable laws and regulations.

General Meeting

The Tender Offer is subject, amongst other things, to Shareholder approval of
the Continuation Resolution at the 2026 AGM and the Tender Offer Resolution at
the General Meeting.

If the Continuation Resolution is not passed at the 2026 AGM, the General
Meeting will be adjourned and the Directors will convene a general meeting
within three months at which proposals for the liquidation or reconstruction
of the Company will be put forward.

A notice convening the General Meeting to be held at 12 Throgmorton Avenue,
London EC2N 2DL on 29 May 2026 at 12.30 p.m. (or, if later, as soon as the
2026 AGM convened for 12.00 noon on the same day has concluded or been
adjourned) is set out at the end of the Circular.

At the General Meeting, at which all Shareholders may attend, speak and vote,
the Tender Offer Resolution will be proposed to authorise the Company to make
market purchases of the Tendered Shares acquired by Cavendish Securities, as
principal, pursuant to the Tender Offer as described in the Circular.

If the Tender Offer Resolution is not passed, the Tender Offer will not
proceed.

In order to be passed, the Tender Offer Resolution, which is to be proposed as
a special resolution, will require the approval of Shareholders representing
at least 75 per cent. of the votes cast at the General Meeting.

The Articles provide that at the General Meeting each Shareholder present in
person or by proxy or who (being a corporation) is present by a representative
shall on a show of hands have one vote and on a poll shall have one vote for
each Ordinary Share of which he or she is a holder.

The quorum for the General Meeting shall be two persons entitled to attend and
to vote, each being a Shareholder or a proxy of a Shareholder or a duly
authorised representative of a corporation which is a Shareholder. In the
event that the General Meeting is adjourned and the above-mentioned quorum is
not present at such adjourned General Meeting, the quorum shall be one.

Recommendation

The Board considers that the Tender Offer as set out in the Circular and the
Tender Offer Resolution to be proposed at the General Meeting are in the best
interests of the Company and its Shareholders as a whole. Accordingly, the
Board recommends that Shareholders vote in favour of the Tender Offer
Resolution to be proposed at the General Meeting.

The Directors intend to vote in favour, or procure the vote in favour, of the
Tender Offer Resolution at the General Meeting in respect of their own
beneficial holdings of Ordinary Shares which, in aggregate, amount to 29,757
Ordinary Shares representing approximately 0.10 per cent. of the issued
Ordinary Share capital of the Company as at the date of the Circular
(excluding any shares held in treasury).

Timetable

                                                                                                      2026                                                                                                                                  
 Latest time and date for receipt of Forms of Proxy                                                   12.30 p.m. on 27 May                                                                                                                  
 Tender Closing Date: latest time and date for receipt of Tender Forms and TTE Instructions in CREST  1.00 p.m. on 27 May                                                                                                                   
 Record Date for participation in the Tender Offer                                                    6.00 p.m. on 27 May                                                                                                                   
 2026 AGM                                                                                             12.00 noon on 29 May                                                                                                                  
 General Meeting                                                                                      12.30 p.m. on 29 May (or, if later, as soon as the 2026 AGM convened for 12.00 noon on the same day has concluded or been adjourned)  
 Results of General Meeting and Tender Offer elections announced                                      29 May                                                                                                                                
 Calculation Date                                                                                     close of business on 30 May                                                                                                           
 Tender Price announced                                                                               2 June                                                                                                                                
 Settlement Date: cheques dispatched and payments through CREST made                                  as soon as practicable after 3 June                                                                                                   
 Balancing Ordinary Share certificates and CREST accounts settled                                     as soon as practicable after 3 June                                                                                                   

All references are to London time unless otherwise stated.

Each of the times and dates in the expected timetable of events may be
extended or brought forward without further notice. If any of the above times
and/or dates change, the revised time(s) and/or date(s) will be notified to
Shareholders by an announcement through an RIS. 

For further information please contact:

Sarah Beynsberger               BlackRock Investment Management
(UK) Limited Tel: 020 7743 3000

Tunga Chigovanyika             Cavendish Capital Markets
Limited                        Tel: 020 7397
8900                                                   

Daniel Balabanoff

Date: 26 March 2026

This announcement is not an offer to sell, or a solicitation of an offer to
acquire, securities in any jurisdiction in which the same would be unlawful.
Neither this announcement nor any part of it shall form the basis of or be
relied on in connection with or act as an inducement to enter into any
contract or commitment whatsoever.

The full terms and conditions of the Tender Offer are set out in the Circular,
which Shareholders are advised to read in full. Any response to the Tender
Offer should be made only on the basis of the information in the Circular.

The Tender Offer is not being made to Restricted Shareholders. In particular,
the Tender Offer is not being made, directly or indirectly, in or into the
United States,  Australia, Canada, Japan, New Zealand and the Republic of
South Africa and the Tender Offer cannot be accepted by any such use, means,
instrumentality or facility from within the United States, Australia, Canada,
Japan, New Zealand or the Republic of South Africa.

The Tender Offer is not being made to Sanctions Restricted Persons.

Cavendish Capital Markets Limited (“Cavendish”), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively for the
Company and no-one else in connection with the Tender Offer and will not be
responsible to anyone other than the Company for providing the protections
afforded to customers of Cavendish or for providing advice in relation to the
Tender Offer. Nothing in this paragraph shall serve to exclude or limit any
responsibilities which Cavendish may have under the FSMA or the regulatory
regime established thereunder.

Apart from the responsibilities and liabilities, if any, which may be imposed
on Cavendish by the FSMA or the regulatory regime established thereunder,
Cavendish accepts no responsibility whatsoever for the contents of the
Circular or for any other statement made or purported to be made by it or on
its behalf in connection with the Company or the Tender Offer. Cavendish
accordingly disclaims all and any liability whether arising in tort or
contract or otherwise (save as referred to above) which it might otherwise
have in respect of the Circular or any such statement.

 Release  (https://mb.cision.com/Main/22400/4327472/4009180.pdf)  



Copyright (c) 2026 PR Newswire Association,LLC. All Rights Reserved