BlackRock Latin American Investment Trust Plc - Final Results
(Legal Entity Identifier: UK9OG5Q0CYUDFGRX4151)
Information disclosed in accordance with Article 5 Transparency Directive, DTR 4.1
Annual Report and Financial Statements
Performance record
As at As at
31 December 31 December
2025 2024
Net assets (US$’000)1 170,496 115,962
Net asset value per ordinary 578.96 393.78
share (US$ cents)
Ordinary share price (US$ 543.40 348.17
cents)2
Ordinary share price (pence) 404.00 278.00
Discount3 6.1% 11.6%
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Performance (with dividends For the yearended For the yearended
reinvested) 31 December 31 December
2025 2024
Net asset value per share (US$ +54 .8% -35.7%
cents)3
Ordinary share price (US$ +65 .1% -35.3%
cents)2,3
Ordinary share price (pence)3 +53.7% -34.1%
MSCI EM Latin America Index
(net return, on a US Dollar +54 .8% -26.4%
basis)4
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For the year ended For the year ended Change%
31 December2025 31 December2024
Revenue
Net profit after taxation 8,495 6,890 +23.3
(US$’000)
Revenue earnings per ordinary 28.85 23.40 +23.3
share (US$ cents)
Dividends per ordinary share
(US$ cents)
Quarter to 31 March 5.55 7.39 -24.9
Quarter to 30 June 6.74 6.13 +10.0
Quarter to 30 September 7.06 6.26 +12.8
Quarter to 31 December 7.24 4.92 +47.2
Total dividends payable/paid 26.59 24.70 +7.7
(US$ cents)
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1 The change in net assets reflects the portfolio movements during the year and dividends paid.
2
Based on an exchange rate of
3 Alternative Performance Measures, see Glossary contained within the Annual Report and Financial Statements.
4 The Company’s performance benchmark index (the MSCI EM Latin America Index) may be calculated on either a gross or a net return basis. Net return (NR) indices calculate the reinvestment of dividends net of withholding taxes using the tax rates applicable to non-resident institutional investors, and hence give a lower total return than indices where calculations are on a gross basis (which assumes that no withholding tax is suffered). As the Company is subject to withholding tax rates for the majority of countries in which it invests, the NR basis is felt to be the more accurate, appropriate, consistent and fair comparison for the Company.
Chair’s Statement
Dear Shareholder,
I am pleased to present the Annual Report to shareholders for the year ended
Review of 2025
Latin American equities was the stand out region in 2025, producing a return of 54.8% and outperforming every other major region. Emerging markets produced a return of 33.6% and Developed Markets 21.1%. To compare, the most talked about stock in the world, Nvidia, generated a return of 39%.
2025 was a good reminder of why
Within the region,
All performance figures are calculated in US Dollar terms with dividends re-invested
Performance
Over the year ended
All figures are calculated on a net total return basis.
Details of the factors affecting performance are set out in the Investment Manager’s Report below.
Revenue return and dividends
Total revenue return for the year was
The Company has declared interim dividends totalling
Dividends declared in respect of the year ended
Dividend Pay date
Quarter to 31 March 2025 5.55 cents 15 May 2025
Quarter to 30 June 2025 6.74 cents 12 August 2025
Quarter to 30 September 2025 7.06 cents 5 November 2025
Quarter to 31 December 2025 7.24 cents 6 February 2026
Total 26.59 cents
The dividends paid and declared by the Company in 2025 have been funded from current year revenue, brought forward revenue and capital reserves. As at
Dividends will be funded out of capital reserves to the extent that current year revenue and revenue reserves are insufficient. The Board believes that this removes pressure from the Investment Managers to seek a higher income yield from the underlying portfolio itself which could detract from total returns. The Board also believes the Company’s dividend policy will enhance demand for the Company’s shares and help to narrow the Company’s discount, whilst maintaining the portfolio’s ability to generate attractive total returns.
Performance triggered 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% 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% 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
i. the Company’s annualised total NAV return did not exceed the annualised US Dollar net return of the MSCI EM Latin America Index by more than 50 basis points; or
ii. the average daily discount to the cum-income NAV exceeded 12% as calculated with reference to the trading of the ordinary shares.
As at
The making and implementation of the tender offer will be conditional, amongst other things, 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 any successfully tendered shares and, having regard to its continuing financial requirements, sufficient cash reserves to settle the relevant transactions with shareholders, the Company’s continuation vote being approved at the Annual General Meeting of shareholders on
Discount management and new discount control mechanism
The Directors believe that it is in the long-term interests of shareholders that shares do not trade at a significant discount to their prevailing NAV and they continue to monitor the discount at which the ordinary shares trade to their prevailing NAV. In the year to
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 and enhanced discount control mechanism such that the Company will offer shareholders the opportunity to tender up to 100% of their shareholding if the annualised total NAV return does not exceed the annualised total return (net basis) of the Benchmark Index (both on a US Dollar basis) over the four years to
In addition, the Board will also seek to renew its existing authority to make market purchases of up to 14.99% of the Company’s ordinary shares to be held, sold, transferred or otherwise dealt with as treasury shares or cancelled upon completion of the purchase at the AGM on
Gearing
The Board receives regular reporting from the portfolio managers on ESG matters and extensive analysis of our portfolio’s ESG footprint and actively engages with the portfolio managers on these reports. The Company does not seek to become an Article 8 or 9 company under the EU’s Sustainable Finance Disclosure Regulation legislation and does not intend to seek to have one of the four sustainability labels under the FCA’s Sustainability Disclosure Requirements regime. However, consideration of ESG analytics, data and insights is integrated into the investment process when weighing up the risk and reward benefits and there is more information in relation to BlackRock’s approach to ESG integration contained within the Annual Report and Financial Statements.
ESG and
As a Board we believe that good Environmental, Social and Governance (ESG) behaviour by the companies we invest in is important to the long-term financial success of our Company and believe we should be active in encouraging the companies we invest in to adopt good standards of governance.
The Board receives regular reporting from the portfolio managers on ESG matters and extensive analysis of our portfolio’s ESG footprint and actively engages with the portfolio managers on these reports. The Company does not seek to become an Article 8 or 9 company under the EU’s Sustainable Finance Disclosure Regulation legislation and does not intend to seek to have one of the four sustainability labels under the FCA’s Sustainability Disclosure Requirements regime. However, consideration of ESG analytics, data and insights is integrated into the investment process when weighing up the risk and reward benefits and there is more information in relation to BlackRock’s approach to ESG integration contained within the Annual Report and Financial Statements.
Portfolio management changes
As announced on
Operating charges
The Board believes that the Company’s operating charges remain competitive and in line with peers in the market. Further to the performance-related tender that will be offered to shareholders in May this year, the Board has also noted that the NAV of the Company could reduce by up to 24.99% and therefore the Board has agreed with BlackRock that (following the implementation of the tender), the Manager will undertake to cap the operating charges ratio of the Company such that they will not annually exceed 1.3% of average net assets. The cap will be effected by way of a management fee rebate to the extent the operating charges ratio exceeds the cap.
Board composition
As previously announced, I will be stepping down from the Board with effect from the close of the AGM on
I will be succeeded as Chair by
Following the implementation of the tender, as noted above, the Board is conscious of the importance of ensuring that costs are kept as low as possible. Having carefully considered the composition of the Board and the current balance of skills, knowledge, experience, independence and diversity that it retains post my departure, it has been decided to maintain the Board size at three Directors for the time being. The Board will keep this situation under close review.
Annual General Meeting
The Company’s Annual General Meeting will be held at the offices of BlackRock at
The Board very much looks forward to meeting shareholders and answering any question you may have on the day. We hope you can attend this year’s AGM; a buffet lunch will be made available to shareholders who have attended the AGM.
Outlook
At a time of tragic loss of life,
Currently real interest rates are relatively high offering options for future reductions and the equity markets are cheaper than in the developed world with MSCI EM Latin America index trading at 11.6x Price/Earnings versus 19.9x for developed markets.
In summary,
As always this market is volatile but it currently has a lot going for it.
Chair
Investment Manager’s Report
Market overview
Latin American equities stole the show in 2025, climbing +54.8% and leaving every other major region in the dust. To put that into context: Emerging Markets rose +33.6% and Developed Markets returned +21.1%. The rally was driven by a mix of factors including falling inflation, easier monetary policy across much of the region, strong foreign inflows, and a weaker US Dollar. For investors with exposure to
On the political front, several presidential elections took place across the region in 2025 with
Commodity linked markets such as
Taken together, 2025 was a remarkable year for Latin American equities. From the resilience of
Performance review and positioning
The Company’s NAV performed in-line with its benchmark over the twelve-month period ending
From a country perspective,
Exposure to the real estate sector was particularly additive. Cyrela Brazil Realty (Cyrela) (+122.8%) was the biggest contributor to relative returns, as the stock surged in the first half of the year. Despite a high-rate environment, Cyrela delivered strong sales growth and record-breaking net income, with revenues ahead of consensus estimates. EZTEC Empreendimentos e Participacoes (+98.5%), another real estate developer, was also a strong performer after solid third quarter earnings, showing net income up 38% year over year and improved margins.
Rede D’or Sao Luiz (+98.3%), a leading Brazilian healthcare name, also supported returns. Third quarter 2025 results showed margin beats across both the hospital and insurance segments, with strong occupancy and a better-than-expected Medical Loss Ratio, a measure of the gross margin on medical operations. Another contributor to relative returns was footwear manufacturer Alpargatas (+68.6%), who delivered record high EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortisation) and strong cash generation.
Our metals exposure was another bright spot. Copper-related assets such as Ero Copper Corp in
In contrast, Argentinian IT services firm Globant was the weakest performer during the year. While earnings for the first half of 2025 were in line with market expectations, the stock sold off after the company lowered guidance. In general, our view that IT service companies were longer-term beneficiaries not losers from the AI rollout was challenged with soft numbers and an unprecedented derating of the sector. We believe that corporate AI spending will eventually increase revenues for firms such as Globant and therefore took advantage of the share price weakness to add to the position. From very oversold levels the stock did indeed bounce back 15% in the fourth quarter of the year.
Brazilian healthcare operator Hapvida Participacoes was another detractor. The stock fell after their third quarter 2025 results (recurring EBITDA and margins) came in way below expectations, reflecting cost pressures. Rumo delivered solid results, with an increase in transport volumes and record soybean shipments, but the shares fell as investors were worried that a small decline in the tariff (the rate charged per shipment) could limit earnings growth going forward. We took advantage of the share price weakness following their earnings release to add to the position as we believe that the initial share price weakness was an overreaction.
With markets rallying meaningfully, our failure to own index names that went up during the year impacted relative performance. Underweights in Peñoles, Mexico’s second-largest mining company, and Mexican cement producer
In terms of portfolio changes, we rotated exposure within
In
Early in 2025, we increased the portfolio’s copper exposure by initiating Ero Copper Corp on the view that miners would benefit from rising commodity prices. While in the third quarter we rotated from Grupo México into Peruvian miner
At the end of the year,
Outlook
In our view, the case for Latin American equities in 2026 is compelling. Easing inflation and attractive valuations across key markets, and continued US Dollar weakness could provide an additional tailwind – building on the very dynamics that drove the region’s exceptional returns in 2025.
Drilling down into the different countries within the region, in
For
While global uncertainty and trade-related risks persist, Latin America’s investment case has rarely looked more compelling. Relatively high real rates provide meaningful policy optionality, valuations remain attractive versus developed markets with the MSCI EM Latin America index trading at 11.6x P/E versus 19.9x P/E for developed markets, and the region’s structural independence from the world’s major geopolitical fault lines is an increasingly scarce quality in today’s portfolios. In a world where diversification is harder to find,
Portfolio
Ten Largest Investments as at
Together, the Company’s ten largest investments represented 46.9% of the Company’s portfolio as at
1 ► Vale (2024: 1st)
Sector: Materials
Market value – American depositary share (ADS):
Market value – ordinary shares:
Share of investments: 10.2% (2024: 9.2%)
is one of the world’s largest mining groups, with other business in logistics, energy and steelmaking. Vale is the world’s largest producer of iron ore and nickel but also operates in the coal, copper, manganese and ferro-alloys sectors.
2 ▲ Localiza Rent A Car (2024: 38th)
Sector: Industrials
Market value – ordinary shares:
Market value – preference shares:
Share of investments: 4.9% (2024: 0.7%)
is a Brazilian car rental company, and is the largest car rental company in
3 ▲ Walmart de México y Centroamérica (2024: 4th)
Sector: Consumer Staples
Market value – ordinary shares:
Share of investments: 4.7% (2024: 5.9%)
is also known as Walmex, it is the Mexican and Central American Walmart division.
4 ▲ Grupo Aeroportuario del Sureste (2024: 30th)
Sector: Industrials
Market value – ordinary shares:
Share of investments: 4.6% (2024: 1.2%)
is a
5 ▲
Sector: Materials
Market value – ordinary shares:
Share of investments: 4.3% (2024: n/a)
is headquartered in
6 ▼ Petrobrás (2024: 2nd)
Sector: Energy
Market value – preference shares American depositary receipt (ADR):
Market value – ADR:
Market value – ordinary shares:
Share of investments: 3.8% (2024: 7.6%)
is a Brazilian integrated oil and gas group, operating in the exploration and production, refining, marketing, transportation, petrochemicals, oil product distribution, natural gas, electricity, chemical-gas and biofuel segments of the industry. The group controls significant assets across
7 ▲ Nu Holdings (2024: 25th)
Sector: Financials
Market value – ordinary shares:
Share of investments: 3.7% (2024: 1.9%)
is a
8 ▲ FEMSA (2024: 31st)
Sector: Consumer Staples
Market value – ordinary shares:
Market value – ADR:
Share of investments: 3.6% (2024: 1.2%)
is a Mexican multinational company based in Monterrey. It operates Coca-Cola FEMSA, the world’s largest independent Coca
-
Cola bottler and owns the OXXO convenience store chain.
9 ▲ StoneCo (2024: 26th)
Sector: Financials
Market value – ordinary shares:
Share of investments: 3.6% (2024: 1.5%)
is a
10 ▼ Grupo Financiero Banorte (2024: 3rd)
Sector: Financials
Market value – ordinary shares:
Share of investments: 3.5% (2024: 6.8%)
is a Mexican banking and financial services holding company and is one of the largest financial groups in the country. It operates as a universal bank and provides a wide array of products and services through its broker dealer, annuities and insurance companies, retirements savings funds (Afore), mutual funds, leasing and factoring company and warehousing.
All percentages reflect the value of the holding as a percentage of total investments. For this purpose, where more than one class of securities is held, these have been aggregated.
The percentages in brackets represent the value of the holding as at
Arrows indicate the change in relative ranking of the position in the portfolio compared to its ranking as at
Portfolio of investments as at
MarketvalueUS$’000 % ofinvestments
Brazil
Vale – ADS 16,725
} 10.2
Vale 2,248
Localiza Rent A Car 8,863
} 4.9
Localiza Rent A Car – preference shares 325
Petrobrás – preference shares ADR 3,145
Petrobrás – ADR 2,470 } 3.8
Petrobrás 1,486
Nu Holdings 6,838 3.7
StoneCo 6,779 3.6
Rumo 6,052 3.2
Klabin 5,992 3.2
Itaú Unibanco – ADR 5,155 2.8
Lojas Renner 5,139 2.8
Banco do Brasil 4,930 2.6
EZTEC Empreendimentos e Participacoes 4,512 2.5
XP 4,373 2.3
Rede D’or Sao Luiz 4,239 2.3
Azza Consultancy Services 3,991 2.1
Banco Bradesco – ADR 3,949 2.1
B3 3,920 2.1
Cyrela Brazil Realty 3,694 2.0
Sendas Distribuidora 3,679 2.0
Minerva Foods 2,457 1.3
Hapvida Participacoes 1,705 0.9
--------------- ---------------
112,666 60.4
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Mexico
Walmart de México y Centroamérica 8,749 4.7
Grupo Aeroportuario del Sureste 8,629 4.6
FEMSA 5,448
} 3.6
FEMSA – ADR 1,381
Grupo Financiero Banorte 6,469 3.5
PINFRA 5,354 2.9
Grupo Aeroméxico 5,126 2.7
Corporación Inmobiliaria Vesta 4,765 2.6
Becle Sab De 1,995 1.1
--------------- ---------------
47,916 25.7
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Peru
Southern Copper 8,028 4.3
Intercorp Financial Services 4,323 2.3
--------------- ---------------
12,351 6.6
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Multi-Country
Ero Copper Corp 6,061 3.2
--------------- ---------------
6,061 3.2
========= =========
Argentina
Globant 4,249 2.3
--------------- ---------------
4,249 2.3
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Chile
Sociedad Química Y Minera - ADR 3,435 1.8
--------------- ---------------
3,435 1.8
--------------- ---------------
Total investments 186,678 100.0
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All investments are in equity shares unless otherwise stated.
The total number of investments held at
Portfolio analysis as at
Geographical weighting (gross market exposure) vs MSCI EM Latin America Index
% of net MSCI EM Latin
assets American Index
Brazil 66.1 58.9
Mexico 28.1 26.4
Peru 7.2 4.9
Multi-country 3.6 0.0
Argentina 2.5 0.0
Chile 2.0 7.8
Colombia 0.0 2.0
Sources: BlackRock and MSCI
Sector and geographical allocations
Brazil% Mexico% Peru% Multi-Country% Argentina% Chile% Net other 2025Total% 2024Total%
liabilities%
Consumer 10.2 – – – – – – 10.2 13.6
Discretionary
Consumer 3.6 10.3 – – – – – 13.9 15.8
Staples
Energy 4.2 – – – – – – 4.2 7.9
Financials 21.1 3.8 2.5 – – – – 27.4 24.9
Health Care 3.5 – – – – – – 3.5 7.0
Industrials 8.9 11.2 – – – – – 20.1 8.5
Information – – – – 2.5 – – 2.5 –
Technology
Materials 14.6 – 4.7 3.6 – 2.0 – 24.9 22.9
Real Estate – 2.8 – – – – – 2.8 2.9
Utilities – – – – – – – – 1.4
Net other – – – – – – (9.5) (9.5) (4.9)
liabilities
--------------- --------------- --------------- --------------- --------------- --------------- --------------- --------------- ---------------
2025 total 66.1 28.1 7.2 3.6 2.5 2.0 (9.5) 100.0 –
investments
--------------- --------------- --------------- --------------- --------------- --------------- --------------- --------------- ---------------
2024 total 63.0 37.5 – – – 4.4 (4.9) – 100.0
investments
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Source: BlackRock.
Strategic Report
The Directors present the Strategic Report of the Company for the year ended
Objective
The Company’s objective is to secure long-term capital growth and an attractive total return primarily through investing in quoted securities in
Strategy, business model and investment policy
Strategy
The Company invests in accordance with the objective given above. The Board is collectively responsible to shareholders for the long-term success of the Company and is its governing body. There is a clear division of responsibility between the Board and the Manager. Matters for the Board include setting the Company’s strategy, including its investment objective and policy, setting limits on gearing (both bank borrowings and the effect of derivatives), capital structure, governance, and appointing and monitoring of performance of service providers, including the Manager.
Business model
The Company’s business model follows that of an externally managed investment trust; therefore the Company does not have any employees and outsources its activities to third party service providers including the Manager who is the principal service provider.
In accordance with the Alternative Investment Fund Managers’ Directive (AIFMD), as implemented, retained and onshored in the
The management of the investment portfolio and the administration of the Company have been contractually delegated to the Manager who in turn (with the permission of the Company) has delegated certain investment management and other ancillary services to
The Company delegates fund accounting services to the Manager, which in turn sub-delegates these services to
Details of the contractual terms with these service providers are set out in the Directors’ Report contained within the Annual Report and Financial Statements.
Our strategy is that the portfolio will be chosen from a spread of companies which are listed in, or whose main activities are in,
As an actively managed fund, our primary aims over the medium term are significant outperformance of our benchmark index (the MSCI EM Latin America Index – net total return basis). Our portfolio and performance will diverge from the returns obtained simply by investing in the index.
Investment policy
As a closed-end company we are able to adopt a longer-term investment horizon, and therefore may, when appropriate, have a higher proportion of less liquid mid and smaller capitalisation companies than comparable open ended funds.
The portfolio is subject to a number of geographical restrictions relative to the benchmark index. For
The Company’s policy is that up to 10% of the gross assets of the portfolio may be invested in unquoted securities. For the year ended
The Company will not hold more than 15% of the market capitalisation of any one company and no more than 15% of the Company’s investments will be held in any one company as at the date any such investment is made.
No more than 15% of the gross assets of the portfolio shall be invested in other
The Company may deal in derivatives (including options, futures and forward currency transactions) for the purposes of efficient portfolio management (i.e. for the purpose of reducing, transferring or eliminating investment risk in the underlying investments of a collective investment undertaking, including any technique or instrument used to provide protection against exchange and credit risks). No more than 20% of the Company’s portfolio by value may be under option at any given time. The Company did not deal in any derivatives in the year ended
The Company may underwrite or sub-underwrite any issue or offer for the sale of investments. No such commitment will be entered into if, at that time, the aggregate of such investments would exceed 10% of the net asset value of the Company or any such individual investment would exceed 3% of the net asset value of the Company.
The Company may, from time to time, use borrowings to gear its investment portfolio or in order to fund the market purchase of its own ordinary shares. Under the Company’s Articles of Association, the net borrowings of the Company may not exceed 100% of the Company’s adjusted capital and reserves (as defined in the Glossary contained within the Annual Report and Financial Statements). However, net borrowings are not expected to exceed 25% of net assets under normal circumstances. The Investment Manager may also hold cash or cash-equivalent securities when it considers it to be advantageous to do so.
The Company’s financial statements are maintained in US Dollars. Although many investments are likely to be denominated and quoted in currencies other than in US Dollars, the Company does not currently employ a hedging policy against fluctuations in exchange rates.
No material change will be made to the Company’s investment policy without shareholder approval.
Investment process
An overview of the investment process is set out below.
The Investment Manager’s main focus is to invest in securities that provide opportunities for strong capital appreciation relative to our benchmark. We aim to maintain a concentrated portfolio of high conviction investment ideas. The investment approach combines a disciplined top - down macro framework with bottom - up stock selection.
The Manager’s experienced research analyst team conducts on the ground research, meeting with target companies, competitors, suppliers and others in the region in order to generate investment ideas for portfolio construction. In addition, the investment team meets regularly with government officials, central bankers, industry regulators and consultants.
Final investment decisions result from a combination of bottom-up, company specific research with top-down, macro analysis.
Share rating and discount control
The Directors recognise that it is in the long-term interests of shareholders that shares do not trade at a significant discount to their prevailing NAV. The Board monitors the level of the Company’s discount to NAV on an ongoing basis.
Over the year under review, the Company’s share price traded in the range of a discount of 3.8% to 16.0% and at the year end stood at a discount of 6.1%. Further details setting out how the discount or premium at which the Company’s shares trade is calculated are included in the Glossary contained within the Annual Report and Financial Statements.
A special resolution was passed at the AGM of the Company held on
The Board has had in place a discount control mechanism, for the four year period from
(i) the annualised total NAV return of the Company does not exceed the annualised benchmark index (being the MSCI EM Latin America Index) US Dollar net total return by more than 50 basis points over the Calculation Period; or
(ii) the average daily discount to the cum-income NAV exceeds 12% as calculated with reference to the trading of the ordinary shares over the Calculation Period.
As at
As a result, the Board announced on
The making and implementation of the tender offer will be conditional, amongst other things, 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 any successfully tendered shares and, having regard to its continuing financial requirements, sufficient cash reserves to settle the relevant transactions with shareholders, the Company’s continuation vote being approved at the Annual General Meeting of shareholders on
Revised discount control mechanism
As set out in the Chair’s Statement on pages 6 and 7, the Board regards the Company’s share rating at any particular time as primarily a reflection of sentiment towards the sector alongside portfolio performance. However, 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 new and enhanced discount control mechanism such that the Company will offer shareholders the opportunity to tender up to 100% of their shareholding if the annualised total NAV return does not exceed the annualised total return (net basis) of the Benchmark Index (both on a US Dollar basis) over the four years to
In addition, the Board will also seek to renew its existing authority to make market purchases of up to 14.99% of the Company’s ordinary shares to be held, sold, transferred or otherwise dealt with as treasury shares or cancelled upon completion of the purchase at the AGM on
Section 172 Statement: promoting the success of
The Companies (Miscellaneous Reporting) Regulations 2018 require directors to explain more fully how they have discharged their duties under Section 172(1) of the Companies Act 2006 in promoting the success of their companies for the benefit of members as a whole. This enhanced disclosure covers how the Board has engaged with and understands the views of stakeholders and how stakeholders’ needs have been taken into account, the outcome of this engagement and the impact that it has had on the Board’s decisions.
As the Company is an externally managed investment company and does not have any employees or customers, the Board considers the main stakeholders in the Company to be the shareholders, key service providers (being the Manager and Investment Manager, the Custodian, Depositary, Registrar and Broker) and investee companies. The reasons for this determination, and the Board’s overarching approach to engagement, are set out in the table below.
Stakeholders
Shareholders
Continued shareholder support and engagement are critical to the continued existence of the Company and the successful delivery of its long-term strategy. The Board is focused on fostering good working relationships with shareholders and on understanding the views of shareholders in order to incorporate them into the Board’s strategy and objectives in delivering long-term growth and income.
Manager and Investment Manager
The Board’s main working relationship is with the Manager, who is responsible for the Company’s portfolio management (including asset allocation, stock and sector selection) and risk management, as well as ancillary functions such as administration, secretarial, accounting and marketing services. The Manager has sub-delegated portfolio management to the Investment Manager. Successful management of shareholders’ assets by the Investment Manager is critical for the Company to successfully deliver its investment strategy and meet its objective. The Company is also reliant on the Manager as AIFM to provide support in meeting relevant regulatory obligations under the AIFMD and other relevant legislation.
Other key service providers
In order for the Company to function as an investment trust with a listing on the Closed-Ended Investment Funds Category of the official list of the
Investee companies
Portfolio holdings are ultimately shareholders’ assets, and the Board recognises the importance of good stewardship and communication with investee companies in meeting the Company’s investment objective and strategy. The Board monitors the Manager’s stewardship activities and receives regular feedback from the Manager in respect of meetings with the management of investee companies.
A summary of the key areas of engagement undertaken by the Board with its key stakeholders in the year under review and how Directors have acted upon this to promote the long-term success of the Company are set out in the table below.
Area of Engagement
Investment mandate and objective
Issue
The Board is committed to promoting the role and success of the Company in delivering on its investment mandate to shareholders over the long term. The Board also has responsibility to shareholders to ensure that the Company’s portfolio of assets is invested in line with the stated investment objective and in a way that ensures an appropriate balance between spread of risk and portfolio returns.
Engagement
The Board worked closely with the Investment Manager throughout the year in reviewing the investment strategy and underlying policies, not simply for the purpose of achieving the Company’s investment objective but in the interests of shareholders and future investors.
Impact
The portfolio activities undertaken by the Investment Manager can be found in their Report. Details regarding the Company’s NAV and share price performance can be found in the Chair’s Statement and in this Strategic Report.
Responsible investing
Issue
The Board is committed to promoting the role and success of the Company in delivering on its investment mandate to shareholders over the long term. However, the Board recognises that securities within the Company’s investment remit may involve significant additional risk due to the political volatility and environmental, social and governance concerns facing many of the countries in the Company’s investment universe. More than ever, consideration of material ESG information and sustainability risk is an important element of the investment process and must be factored in when making investment decisions. The Board also has responsibility to shareholders to ensure that the Company’s portfolio of assets is invested in line with the stated investment objective and in a way that ensures an appropriate balance between spread of risk and portfolio returns.
Engagement
The Board believes that responsible investment and sustainability are important to the longer-term delivery of growth in capital and income and has worked very closely with the Manager throughout the year to regularly review the Company’s performance, investment strategy and underlying policies, and to understand how ESG considerations are integrated into the investment process.
While the Company has not adopted an ESG investment strategy or exclusionary screens, the Manager’s approach to the consideration of ESG factors in respect of the Company’s portfolio, as well as its engagement with investee companies to encourage the adoption of sustainable business practices which support long-term value creation, are kept under review by the Board. The Manager reports to the Board in respect of its consideration of ESG factors and how these are integrated into the investment process; a summary of BlackRock’s approach to ESG integration is set out within the Annual Report and Financial Statements.
The Board discussed ESG concerns in respect of specific portfolio companies with the Manager, including the investment rationale for holding companies with poor ESG ratings and the engagement being entered into with management teams to address the underlying issues driving these ratings.
The Company does not seek to become an Article 8 or 9 company under the EU Sustainable Finance Disclosure Regulation (EU SFDR) legislation and will not seek to have one of the four sustainability labels under the FCA’s Sustainability Disclosure Requirements (SDR) regime, as the Board believes engagement is likely to be more effective in
Impact
The portfolio activities undertaken by the Manager, can be found in the Investment Manager’s Report above.
Dividend target
Issue
A key element of the Board’s overall strategy to reduce the discount at which the Company’s shares trade is the Company’s dividend policy whereby the Company pays a regular quarterly dividend equivalent to 1.25% of the Company’s US Dollar NAV at the end of each calendar quarter. The Board believes this policy which produced a dividend yield of 4.9% (based on the share price of
Engagement
The Manager reports total return performance statistics to the Board on a regular basis, along with the portfolio yield and the impact of the dividend policy on brought forward distributable reserves.
The Board reviews the Company’s discount on a regular basis and holds regular discussions with the Manager and the Company’s broker regarding the discount level.
The Manager provides the Board with feedback and key performance statistics regarding the success of the Company’s marketing initiatives which include messaging to highlight the quarterly dividends.
The Board also reviews feedback from shareholders in respect of the level of dividend, shareholders may attend the Company’s Annual General Meeting where formal questions may be put to the Board.
Impact
Since the dividend policy was introduced in
Of total dividends of
The Company’s portfolio managers attend professional investor/analyst meetings and webcast presentations live to professional and private investors over the year to promote the Company and raise the profile in terms of the investment strategy, including the dividend policy.
Discount management
Issue
The Board recognises that it is in the long-term interests of shareholders that shares do not trade at a significant discount to their prevailing NAV.
Engagement
The Board has put in place a discount control mechanism covering the four years to
(i) the annualised total NAV return of the Company does not exceed the annualised benchmark index (being the MSCI EM Latin America Index) US Dollar net total return by more than 50 basis points over the four year period from
(ii) the average daily discount to the cum-income NAV exceeds 12% as calculated with reference to the trading of the shares over the Calculation Period. Further details are set in the Strategic Report contained within the Annual Report and Financial Statements.
The Board is proposing a revised discount control policy for the four year period from
The Board monitors the tender trigger targets described on pages 32 and 33 on a regular basis in conjunction with the Manager. The Manager provides regular performance updates and detailed performance attribution.
Impact
As at
As at
Service levels of third party providers
Issue
The Board acknowledges the importance of ensuring that the Company’s principal suppliers are providing a suitable level of service at an appropriate and competitive cost: including the Manager in respect of investment performance and delivering on the Company’s investment mandate; the Custodian and Depositary in respect of their duties towards safeguarding the Company’s assets; the Registrar in its maintenance of the Company’s share register and dealing with investor queries and the Company’s Broker in respect of the provision of advice and acting as a market maker for the Company’s shares.
Engagement
The Manager reports to the Board on the Company’s performance on a regular basis. The Board carries out a robust annual evaluation of the Manager’s performance, their commitment and available resources.
The Board performs an annual review of the service levels of all third party service providers and concludes on their suitability to continue in their role.
The Board receives regular updates from the AIFM, Depositary, Registrar and Broker on an ongoing basis.
The Board works closely with the Manager to gain comfort that business continuity plans continue to operate effectively for all of the Company’s service providers.
The Board are cognizant of the importance of ensuring that the Company’s operating charges remain competitive and in line with peers in the market. Further to the performance-related tender that will be offered to shareholders in May this year, the Board has also noted the possibility that the Company could shrink up to 24.99% which (all else unchanged) would result in an elevated operating charges ratio for the Company estimated at 1.43%. The Board has therefore agreed with BlackRock that (following the implementation of the tender), the Manager will undertake to cap the operating charges ratio of the Company such that it will not exceed 1.3%. The cap will be effected by way of a management fee rebate to the extent the operating charges ratio exceeds the cap.
Impact
All performance evaluations were performed on a timely basis and the Board concluded that all third party service providers, including the Manager, Custodian, Depositary and Fund Accountant were operating effectively and providing a good level of service.
The Board has received updates in respect of business continuity planning from the Company’s Manager, Custodian, Depositary, Fund Accountant, Broker, Registrar and Printer, and is confident that arrangements are in place to ensure that a good level of service will be maintained.
Following the implementation of the Tender in
Board composition
Issue
The Board is committed to ensuring that its own composition brings an appropriate balance of knowledge, experience and skills, and that it is compliant with best corporate governance practice under the
Engagement
The Board regularly reviews succession planning arrangements. The Nomination Committee has agreed the selection criteria and the method of selection, recruitment and appointment. Board diversity, including gender, is taken into account when establishing recruitment criteria. When undertaking recruitment activity, the Board will use the services of an external search consultant to identify suitable candidates.
All Directors are subject to a formal evaluation process on an annual basis (more details and the conclusions in respect of the 2025 evaluation process are given within the Annual Report and Financial Statements). All Directors stand for re-election by shareholders annually. Shareholders may attend the AGM and raise any queries in respect of Board composition or individual Directors in person, or may contact the Company Secretary or the Chair using the details provided within the Annual Report and Financial Statements if they wish to raise any issues.
Having served on the Board since
Impact
As at the date of this report, the Board is comprised of two women and two men.
Following the conclusion of the AGM on
Details of each Director’s contribution to the success and promotion of the Company are set out in the Directors’ Report contained within the Annual Report and Financial Statements. The Directors are not aware of any issues that have been raised directly by shareholders in respect of Board composition in 2025. Details for the proxy voting results in favour and against individual Directors’ re-election at the 2025 AGM are given on the Company’s website at www.blackrock.com/uk/brla .
Shareholders
Issue
Continued shareholder support and engagement are critical to the continued existence of the Company and the successful delivery of its long-term strategy.
Engagement
The Board is committed to maintaining open channels of communication and to engage with shareholders. The Company welcomes and encourages attendance and participation from shareholders at its Annual General Meetings. Shareholders therefore have the opportunity to meet the Directors and Investment Manager and to address questions to them directly.
The Annual Report and Half Yearly Financial Report are available on the BlackRock website and are also circulated to shareholders either in printed copy or via electronic communications. In addition, regular updates on performance, monthly factsheets, the daily NAV and other information are also published on the website at www.blackrock.com/uk/brla .
The Board also works closely with the Manager to develop the Company’s marketing strategy, with the aim of ensuring effective communication with shareholders in respect of the investment mandate and objective. Unlike trading companies, one-to-one shareholder meetings usually take the form of a meeting with the portfolio managers as opposed to members of the Board. As well as attending regular investor meetings the portfolio managers hold regular discussions with wealth management desks and offices to build on the case for, and understanding of, long-term investment opportunities in
Impact
The Board values any feedback and questions from shareholders ahead of and during Annual General Meetings in order to gain an understanding of their views and will take action when and as appropriate. Feedback and questions will also help the Company evolve its reporting, aiming to make reports more transparent and understandable.
Feedback from all substantive meetings between the Investment Manager and shareholders will be shared with the Board. The Directors will also receive updates from the Company’s broker on any feedback from shareholders, as well as share trading activity, share price performance and an update from the Investment Manager.
The portfolio managers attended a number of professional investor meetings throughout the year and held discussions with a range of wealth management desks and offices in respect of the Company during the year under review. The Manager also held group webcasts in the year to provide investors with portfolio updates and give them the opportunity to discuss any issues with the portfolio managers. 65 press articles about the Company were published in the year under review focusing on the Company’s profile and the case for long-term investment opportunities in
Performance
Details of the Company’s performance are set out in the Chair’s Statement above.
The Investment Manager’s Report above forms part of this Strategic Report and includes a review of the main developments during the year, together with information on investment activity within the Company’s portfolio.
Portfolio analysis
A detailed analysis of the investments and the sector and geographical allocations is provided above.
Results and dividends
The results for the Company are set out in the Income Statement below. The total gain for the year after taxation, was
Under the Company’s dividend policy, dividends are calculated based on 1.25% of the US Dollar NAV at close of business on the last working day of March, June, September and December and are paid in May, August, November and February respectively. Dividends will be financed through a combination of available net income in each financial year and revenue and capital reserves. The Company has declared interim dividends totalling
Dividend Pay date
Quarter to 31 March 2025 5.55 cents 15 May 2025
Quarter to 30 June 2025 6.74 cents 12 August 2025
Quarter to 30 September 2025 7.06 cents 5 November 2025
Quarter to 31 December 2025 7.24 cents 6 February 2026
---------------
Total 26.59 cents
=========
Details of this policy are also set out in the Chair’s Statement above.
NAV, share price and index performance
At each meeting the Board reviews the detail of the performance of the portfolio as well as the net asset value and share price (total return) for the Company and compares this to the performance of other companies in the peer group of Latin American open and closed-end funds and to our benchmark.
The Board also regularly reviews a number of indices and ratios to understand the impact on the Company’s relative performance of the various components such as asset allocation and stock selection.
Information on the Company’s performance is given in the performance record contained within the Annual Report and Financial Statements and the Chair’s Statement and Investment Manager’s Report above.
Tender Offer
As part of its discount control policy, the Board has stated previously that it would make a tender offer to shareholders for 24.99% of the issued share capital (excluding treasury shares) of the Company at a tender price reflecting the latest cum-income Net Asset Value (‘NAV’) less 2% and related portfolio realisation costs if, over the four-year period from
(i) the annualised total NAV return of the Company does not exceed the annualised benchmark index (being the MSCI EM Latin America Index) US Dollar net total return by more than 50 basis points over the Calculation Period; or
(ii) the average daily discount to the cum-income NAV exceeds 12% as calculated with reference to the trading of the ordinary shares over the Calculation Period.
As at
As a result, the Board intends to make a tender offer to shareholders for 24.99% of the issued share capital of the Company (excluding treasury shares). The structure of the tender offer will be decided by the Board and a circular setting out further details of the exact timings and confirmation of the relevant dates, along with full details of the tender process and the terms and conditions of the tender offer, will be posted out to shareholders and will be made available on the Company’s website at www.blackrock.com/uk/brla. The requisite resolution to implement the tender offer will be put to shareholders for their approval at a General Meeting to be held immediately following the conclusion of the Company’s Annual General Meeting, scheduled to be held on
The making and implementation of the tender offer will be conditional, inter alia, 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 any successfully tendered shares and, having regard to its continuing financial requirements, sufficient cash reserves to settle the relevant transactions with shareholders, the Company’s continuation vote being approved at the Annual General Meeting on
Details of the Company’s discount control
For the last four years up to
In terms of ongoing discount control the Board have put in place a new mechanism in the form of a 100% tender if the NAV does not outperform the benchmark over the four year period to
Notwithstanding this discount control mechanism, the Board recognises that it is in the long-term interests of shareholders that shares do not trade at a significant discount to their prevailing NAV. The Board monitors the level of the Company’s discount to NAV on an ongoing basis and considers strategies for managing any discount. In the year to
Further details setting out how the discount or premium at which the Company’s shares trade is calculated are included in the Glossary contained within the Annual Report and Financial Statements.
Ongoing charges
The ongoing charges represent the Company’s management fee and all other operating expenses, excluding finance costs, direct transaction costs, custody transaction charges, VAT recovered, taxation and certain non-recurring items expressed as a percentage of average daily net assets.
The ongoing charges are based on actual costs incurred in the year as being the best estimate of future costs. The Board reviews the ongoing charges and monitors the expenses incurred by the Company on an ongoing basis against a peer group of Latin American open and closed-end funds. The Board has agreed with BlackRock that (following the implementation of the tender), the Manager will undertake to cap the operating charges ratio of the Company such that they will not annually exceed 1.3%. The cap will be effected by way of a management fee rebate to the extent the operating charges ratio exceeds the cap. The level of cap compares to that of BlackRock’s open-ended BGF Latin America fund which has an ongoing charges ratio of [1.33]%. A definition setting out in detail how the ongoing charges ratio is calculated is included in the Glossary contained within the Annual Report and Financial Statements.
Composition of shareholder register
The Board is mindful of the importance of a diversified shareholder register and the need to make the Company’s shares attractive to long-term investors; it is therefore the Board’s aim to increase the diversity of the shareholder register over time. The Board monitors the retail element of the register, which is defined for these purposes as wealth managers,
Key performance indicators
At each Board meeting, the Directors consider a number of performance measures to assess the Company’s success in achieving its objectives. The key performance indicators (KPIs) used to measure the progress and performance of the Company over time are comparable to those reported by other investment trusts and are set out below.
The table below sets out the key KPIs for the Company. As indicated in footnote 2 to the table, some of these KPIs fall within the definition of ‘Alternative Performance Measures’ (APMs) under guidance issued by the
Key Performance Indicators Year ended Year ended
31 December2025 31 December2024
Net asset value total return1,2 54.8% -35.7%
Share price total return1,2 65.1% -35.3%
Benchmark total return (net)1 54.8% -26.4%
Discount to net asset value2 6.1% 11.6%
Average discount to net asset value for the year 9.9% 12.2%
Revenue return per share 28.85c 23.40c
Ongoing charges2,3 1.36% 1.23%
Retail element of share register4 61.8% 55.7%
========= =========
1 Calculated in US Dollar terms with dividends reinvested.
2 Alternative Performance Measures, see Glossary contained within the Annual Report and Financial Statements.
3 Ongoing charges represent the management fee and all other operating expenses excluding finance costs, direct transaction costs, custody transaction charges, VAT recovered, taxation, prior year expenses written back and certain non-recurring items as a percentage of average daily net assets.
4
Source:
Principal risks
The Company is exposed to a variety of risks and uncertainties and the key risks are set out as follows. The Board has put in place a robust process to identify, assess and monitor the principal and emerging risks. A core element of this process is the Company’s risk register. This identifies the risks facing the Company and assesses the likelihood and potential impact of each risk and the quality of controls operating to mitigate it. A residual risk rating is then calculated for each risk based on the outcome of the assessment. This approach allows the effect of any mitigating procedures to be reflected in the final assessment.
The risk register is regularly reviewed and the risks reassessed. The risk environment in which the Company operates is also monitored and regularly appraised. New risks are also added to the register as they are identified which ensures that the document continues to be an effective risk management tool. The risk that unforeseen or unprecedented events including (but not limited to) heightened geo-political tensions such as the conflict in
The risk register, its method of preparation and the operation of key controls in the Manager’s and third party service providers’ systems of internal control are reviewed on a regular basis by the Audit Committee in order to gain a more comprehensive understanding of the Manager’s and other third party service providers’ risk management processes and how these apply to the Company’s business. BlackRock’s internal audit department provides an annual presentation to the Audit Committee Chairs of the BlackRock investment trusts setting out the results of testing performed in relation to BlackRock’s internal control processes, which
As required by the
Emerging risks that have been considered by the Board over the year include the impact of climate change, escalating geo - political conflict and technological advances.
The key emerging risks identified are as follows:
Climate change: Investors can no longer ignore the impact that the world’s changing climate will have on their portfolios, with the impact of climate change on returns, including climate-related natural disasters, now potentially significant and with the potential to escalate more swiftly than one is able to predict. The Board receives ESG reports from the Manager on the portfolio and the way ESG considerations are integrated into the investment decision-making, so as to mitigate risk at the level of stock selection and portfolio construction.
Artificial Intelligence (‘AI’): Advances in computing power means that AI has become a powerful tool that will impact a huge range of areas and with a wide range of applications that have the potential to dislocate established business models and disrupt labour markets, creating uncertainty in corporate valuations. The significant energy required to power this technological revolution will create further pressure on environmental resources and carbon emissions.
Geo-political risk: Escalating geo-political tensions (including, but not limited to tensions in the
The Board will continue to assess these risks on an ongoing basis. In relation to the 2018 UK Corporate Governance Code, the Board is confident that the procedures that the Company has put in place are sufficient to ensure that the necessary monitoring of risks and controls has been carried out throughout the reporting period.
The current risk register includes a number of risks which have been categorised as follows:
-- Counterparty;
-- Investment performance;
-- Income/dividend;
-- Legal and regulatory compliance;
-- Operational;
-- Market;
-- Financial; and
-- Marketing.
The principal risks and uncertainties faced by the Company during the financial year, together with the potential effects, controls and mitigating factors, are set out below.
Counterparty
Principal Risk
Potential loss that the Company could incur if a counterparty is unable (or unwilling) to perform on its commitments.
Mitigation/Control
Due diligence is undertaken before contracts are entered into and exposures are diversified across a number of counterparties. The Board reviews the controls put in place by the Investment Manager to monitor and to minimise counterparty exposure, which include intra-day monitoring of exposures to ensure that these are within set limits.
The Depositary is liable for restitution for the loss of financial instruments held in custody unless able to demonstrate the loss was a result of an event beyond its reasonable control.
Investment performance
Principal Risk
Returns achieved are reliant primarily upon the performance of the portfolio. The Board is responsible for:
-- deciding the investment strategy to fulfil the Company’s objective; and
-- monitoring the performance of the Investment Manager and the
implementation of the investment strategy.
An inappropriate investment strategy may lead to:
-- poor performance compared to the benchmark index and the Company’s peer
group;
-- a widening discount to NAV;
-- a reduction or permanent loss of capital; and
-- dissatisfied shareholders and reputational damage.
The Board is also cognisant of the long-term risk to performance from inadequate attention to ESG issues, and in particular the impact of Climate Change. More detail in respect of these risks can be found in the AIFMD Fund Disclosures document available on the Company’s website at https://www.blackrock.com/uk/individual/literature/policies/itc-disclosure-blackrock-latin-america-trust-plc.pdf .
Mitigation/Control
To manage this risk the Board:
-- regularly reviews the Company’s investment mandate and long-term
strategy;
-- has set investment restrictions and guidelines which the Investment
Manager monitors and regularly reports on;
-- receives from the Investment Manager a regular explanation of stock
selection decisions, portfolio exposure, gearing and any changes in
gearing and the rationale for the composition of the investment
portfolio; and
-- monitors the maintenance of an adequate spread of investments in order
to minimise the risks associated with factors specific to particular
sectors, based on the diversification requirements inherent in the
investment policy.
ESG analysis is integrated into the Manager’s investment process, as set out within the Annual Report and Financial Statements. This is monitored by the Board.
Income/dividend
Principal Risk
The Company’s dividend policy is to pay dividends based on 1.25% of the US Dollar net asset value at each quarter end. Under this policy, a portion of the dividend is likely to be paid out of capital reserves, and over time this might erode the capital base of the Company, with a consequential impact on longer-term total returns. The rate at which this may occur and the degree to which dividends are funded from capital are also dependent upon the level of dividends and other income earned from the portfolio. Income returns from the portfolio are dependent, among other things, upon the Company successfully pursuing its investment policy.
Any change in the tax treatment of dividends or interest received by the Company, including as a result of withholding taxes or exchange controls imposed by jurisdictions in which the Company invests, may reduce the level of dividends received by shareholders.
Mitigation/Control
The Board monitors this risk through the receipt of detailed income forecasts and considers the level of income at each meeting.
The Company has the ability to make dividend distributions out of capital reserves as well as revenue reserves to support any dividend target. These reserves totalled
The Board is mindful of the balance of shareholder returns between income and capital and monitors the impact of the Company’s dividend on the Company’s capital base and the impact over time on total return.
Any changes to the Company’s dividend policy are communicated to the market on a timely basis and shareholder approval will be sought for significant changes.
Legal and regulatory compliance
Principal Risk
The Company has been approved by
Any breach of the relevant eligibility conditions could lead to the Company losing investment trust status and being subject to corporation tax on capital gains realised within the Company’s portfolio. In such event the investment returns of the Company may be adversely affected.
Any serious breach could result in the Company and/or the Directors being fined or the subject of criminal proceedings or the suspension of the Company’s shares which would in turn lead to a breach of the Corporation Tax Act 2010.
Amongst other relevant laws and regulations, the Company is required to comply with the provisions of the Companies Act 2006, the Alternative Investment Fund Managers’ Directive, the
Mitigation/Control
The Investment Manager monitors investment movements and the amount of proposed dividends, if any, to ensure that the provisions of Chapter 4 of Part 24 of the Corporation Tax Act 2010 are not breached. The results are reported to the Board at each meeting.
Compliance with the accounting rules affecting investment trusts is carefully and regularly monitored. The Company Secretary and the Company’s professional advisers provide regular reports to the Board in respect of compliance with all applicable rules and regulations.
Following authorisation under the Alternative Investment Fund Managers’ Directive (AIFMD), the Company and its appointed
The Market Abuse Regulation came into force on
Operational
Principal Risk
In common with most other investment trust companies, the Company has no employees. The Company therefore relies on the services provided by third parties. Accordingly, it is dependent on the control systems of the Manager and
Failure by any service provider to carry out its obligations to the Company could have a material adverse effect on the Company’s performance. Disruption to the accounting, payment systems or custody records could prevent the accurate reporting and monitoring of the Company’s financial position.
Mitigation/Control
Due diligence is undertaken before contracts are entered into with third party service providers. Thereafter, the performance of the provider is subject to regular review and reported to the Board.
Most third party service providers produce Service Organisation Control (SOC 1) reports to provide assurance regarding the effective operation of internal controls as reported on by their reporting accountants. These reports are provided to the Audit Committee for their review.
The Company’s assets/financial instruments held in custody are subject to a strict liability regime and in the event of a loss of such financial assets held in custody, the Depositary must return assets of an identical type or the corresponding amount, unless able to demonstrate the loss was a result of an event beyond its reasonable control.
The Board reviews the overall performance of the Manager, Investment Manager and all other third party service providers and compliance with the Investment Management Agreement on a regular basis. The Board also considers the business continuity arrangements of the Company’s key service providers on an ongoing basis and reviews these as part of their review of the Company’s risk register. The Board has received updates from key service providers (the Manager, the Depositary, the Custodian, the Fund Accountant, the Broker, the Registrar and the Printer) confirming that appropriate business continuity arrangements are in place.
Market
Principal Risk
Market risk arises from volatility in the prices of the Company’s investments. It represents the potential loss the Company might suffer through holding investments in the face of negative market movements. There may be exposure to significant economic, geo-political and currency risks due to the location of the operation of the businesses in which the Company may invest, or as a result of a global economic crisis such as the
Corruption also remains a significant issue across the Latin American investment universe and the effects of corruption could have a material adverse effect on the Company’s performance. Accounting, auditing and financial reporting standards and practices and disclosure requirements applicable to many companies in Latin American countries may be less rigorous than in other markets. As a result, there may be less information available publicly to investors in these securities, and such information as is available is often less reliable.
Mitigation/Control
The Board considers asset allocation, stock selection, unquoted investments, if any, and levels of gearing on a regular basis and has set investment restrictions and guidelines which are monitored and reported on by the Investment Manager.
The Board monitors the implementation and results of the investment process with the Investment Manager.
The Board also recognises the benefits of a closed-end fund structure in extremely volatile markets such as those experienced during the
Financial
Principal Risk
The Company’s investment activities expose it to a variety of financial risks that include interest rate, currency and liquidity risk.
Mitigation/Control
Details of these risks are disclosed in note 16 to the financial statements, together with a summary of the policies for managing these risks.
Marketing
Principal Risk
Marketing efforts are inadequate or do not comply with relevant regulatory requirements, and fail to communicate adequately with shareholders or reach out to potential new shareholders, resulting in reduced demand for the Company’s shares and a widening discount.
Mitigation/Control
The Board focuses significant time on communicating directly with the major shareholders and reviewing marketing strategy and initiatives.
All investment trust marketing documents are subject to appropriate review and authorisation.
Viability statement
In accordance with the
In choosing this period for its assessment of the viability of the Company the Directors have considered the following matters:
• the Company’s business model should remain attractive for much longer than the period up to the AGM in 2029, unless there is a significant economic or regulatory change;
• the ongoing relevance of the Company’s investment objective, business model and investment policy in the current environment (in particular the Company’s closed-end structure which provides intraday liquidity to investors and the ability for the portfolio managers to invest over a longer-term time horizon than many open ended peers). This longer-term investment horizon is well-suited to
• the Board keeps the Company’s principal risks and uncertainties as set out above under review, and is confident that the Company has appropriate controls and processes in place to manage these and to maintain its operating model, even given the global economic challenges posed by the
• if the tender offer in 2026 is fully subscribed, the Directors consider that the Company will still retain sufficient assets and liquidity to remain viable and to continue to operate in accordance with its business model and investment mandate; and
• the Board has reviewed the operational resilience of the Company and its key service providers (the Manager, Depositary, Custodian, Fund Accountant, Registrar and Broker) and have concluded that all service providers are able to provide a good level of service for the foreseeable future.
The Directors have also reviewed the assumptions and considerations underpinning the Company’s existing going concern assertion which are based on:
• processes for monitoring costs;
• key financial ratios;
• evaluation of risk management and controls;
• portfolio risk profile;
• share price discount to NAV;
• gearing; and
• counterparty exposure and liquidity risk.
Based on the results of their analysis, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment.
Future prospects
The Board’s main focus is the achievement of capital growth and an attractive total return. The future of the Company is dependent upon the success of the investment strategy. The outlook for the Company is discussed in both the Chair’s Statement and the Investment Manager’s Report.
Social, community and human rights issues
As an investment trust with no employees, the Company has no direct social or community responsibilities or impact on the environment. However, the Company believes that it is in shareholders’ interests to consider human rights issues, environmental, social and governance factors when selecting and retaining investments. Details of the Company’s policy on socially responsible investment are set out within the Annual Report and Financial Statements.
Modern Slavery Act
As an investment vehicle the Company does not provide goods or services in the normal course of business, and does not have customers. Accordingly, the Directors consider that the Company is not required to make any slavery or human trafficking statement under the Modern Slavery Act 2015. In any event, the Board considers the Company’s supply chains, dealing predominantly with professional advisers and service providers in the financial services industry, to be low risk in relation to this matter.
Directors, gender representation and employees
The Directors of the Company on
The Board’s aim regarding diversity, including age, gender, educational and professional background and other broader characteristics of diversity, is to take these into account during the recruitment and appointment process. However, the Board is committed to an objective of appointing the most appropriate candidate, regardless of gender or other forms of diversity, and therefore no targets have been set against which to report.
The Parker Review in respect of board diversity and the changes to the FCA’s Listing Rules set diversity targets and associated disclosure requirements for
Further information on the composition and diversity of the Board can be found in the disclosure table which follows below:
Gender1 Numberof Boardmembers Percentageof Board Numberof seniorroles
held2
Men 2 50 1
Women 2 50 1
Ethnicity3
White British (or
any other white 4 100 2
background)
Other 0 0 0
========== ========== ==========
1 Gender has been established on a self-identification basis.
2 A senior position is defined as the role of Chair, Audit Committee Chair or Senior Independent Director.
3
Categorisation of ethnicity is stated in accordance with the
The Company does not have any employees, therefore there are no disclosures to be made in that respect.
The Chair’s Statement above, along with the Investment Manager’s Report and portfolio analysis above form part of the Strategic Report.
The Strategic Report was approved by the Board at its meeting on
By order of the Board
For and on behalf of
Company Secretary
Transactions with the AIFM and the Investment Manager
The investment management fee is levied quarterly, based on 0.80% per annum of the Company’s daily net asset value. The investment management fee due for the year ended
In addition to the above services, BIM (
During the year, the Manager pays the amounts due to the Directors. These fees are then reimbursed by the Company for the amounts paid on its behalf. As at
The Board has agreed with BlackRock that (following the implementation of the tender), the Manager will undertake to cap the operating charges ratio of the Company such that they will not annually exceed 1.3% of average net assets. The cap will be effected by way of a management fee rebate to the extent the operating charges ratio exceeds the cap.
The ultimate holding company of the Manager and the Investment Manager is BlackRock, Inc., a company incorporated in
Related Party Disclosure
At the date of this report, the Board consists of four Non-executive Directors, all of whom are considered to be independent of the Manager by the Board.
Disclosures of the Directors’ interests in the ordinary shares of the Company and fees and expenses payable to the Directors are set out in note 5 to the Financial Statements above and in the Directors’ Remuneration Report contained within the Annual Report and Financial Statements. At
The Board currently consists of four non-executive Directors, all of whom are considered to be independent by the Board (the number of non-executive Directors will reduce to three with effect from
All current members of the Board hold ordinary shares in the Company.
Statement of Directors’ Responsibilities in respect of the Annual Report and Financial Statements
The Directors are responsible for preparing the Annual Report and Financial Statements in accordance with applicable
Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company as at the end of each financial year and of the profit or loss of the Company for that year.
In preparing those financial statements, the Directors are required to:
-- select suitable accounting policies in accordance with Section 10 of FRS
102 and then apply them consistently;
-- present information, including accounting policies, in a manner that
provides relevant, reliable, comparable and understandable information;
-- make judgements and accounting estimates that are reasonable and
prudent;
-- provide additional disclosures when compliance with the specific
requirements in FRS 102 is insufficient to enable users to understand
the impact of particular transactions, other events and conditions on
the Company’s financial position and financial performance;
-- state whether applicable UK Accounting Standards, including FRS 102,
have been followed, subject to any material departures disclosed and
explained in the financial statements; and
-- prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are also responsible for preparing the Strategic Report, Directors’ Report, the Directors’ Remuneration Report and the Corporate Governance Statement in accordance with the Companies Act 2006 and applicable regulations, including the requirements of the Listing Rules and the Disclosure Guidance and Transparency Rules.
The Directors have delegated responsibility to the Manager for the maintenance and integrity of the Company’s corporate and financial information included on the Investment Manager’s website.
Legislation in the
Each of the Directors, whose names are listed within the Annual Report and Financial Statements, confirm to the best of their knowledge that:
-- the Financial Statements, prepared in accordance with applicable
accounting standards, give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Company; and
-- the Annual Report and Financial Statements include a fair review of the
development and performance of the business and the position of the
Company, together with a description of the principal risks and
uncertainties that it faces.
The 2018 UK Corporate Governance Code also requires Directors to ensure that the Annual Report and Financial Statements are fair, balanced and understandable. In order to reach a conclusion on this matter, the Board has requested that the Audit Committee advise on whether it considers that the Annual Report and Financial Statements fulfil these requirements. The process by which the Committee has reached these conclusions is set out in the Audit Committee’s report contained within the Annual Report and Financial Statements. As a result, the Board has concluded that the Annual Report and Financial Statements for the year ended
For and on behalf of the Board
Chair
Income Statement
for the year ended
2025 2024
Revenue Capital Total Revenue Capital Total
Notes US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
Net gains/
(losses) on
investments
held at – 54,203 54,203 – (71,060) (71,060)
fair value
through
profit or
loss
Net gains
on foreign – 98 98 – 22 22
exchange
Income from
investments
held at
fair value 3 10,181 272 10,453 8,598 – 8,598
through
profit or
loss
Other 3 48 – 48 23 – 23
income
Total
income and
net gains/ 10,229 54,573 64,802 8,621 (71,038) (62,417)
(losses) on
investments
Expenses
Investment
management 4 (314) (941) (1,255) (291) (873) (1,164)
fee
Other
operating 5 (808) (19) (827) (745) (18) (763)
expenses
--------------- --------------- --------------- --------------- --------------- ---------------
Total
operating (1,122) (960) (2,082) (1,036) (891) (1,927)
expenses
--------------- --------------- --------------- --------------- --------------- ---------------
Net profit/
(loss)
before 9,107 53,613 62,720 7,585 (71,929) (64,344)
finance
costs and
taxation
Finance (138) (414) (552) (174) (522) (696)
costs
--------------- --------------- --------------- --------------- --------------- ---------------
Net profit/
(loss) 8,969 53,199 62,168 7,411 (72,451) (65,040)
before
taxation
Taxation (474) (13) (487) (521) – (521)
charge
--------------- --------------- --------------- --------------- --------------- ---------------
Net profit/
(loss) for 8,495 53,186 61,681 6,890 (72,451) (65,561)
the year
--------------- --------------- --------------- --------------- --------------- ---------------
Earnings/
(loss) per
ordinary 7 28.85 180.60 209.45 23.40 (246.02) (222.62)
share (US$
cents)
========= ========= ========= ========= ========= =========
The total columns of this statement represent the Company’s profit and loss account. The supplementary revenue and capital accounts are both prepared under guidance published by the
The net profit/(loss) for the year disclosed above represents the Company’s total comprehensive income/(loss).
Statement of Changes in Equity
for the year ended
Called up share Capital Non-distributable Capital
capital Sharepremiumaccount redemption reserve reserves Revenue reserve Total
reserve
Note US$’000 US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
For the year
ended 31
December 2025
At 31 December 3,163 11,719 5,824 4,356 86,330 4,570 115,962
2024
Total
comprehensive
income
Net profit for – – – – 53,186 8,495 61,681
the year
Transactions
with owners,
recorded
directly to
equity:
Dividends 6 – – – – – (7,147) (7,147)
paid1
--------------- --------------- --------------- --------------- --------------- --------------- ---------------
At 31 December 3,163 11,719 5,824 4,356 139,516 5,918 170,496
2025
========= ========= ========= ========= ========= ========= =========
For the year
ended 31
December 2024
At 31 December 3,163 11,719 5,824 4,356 158,781 5,876 189,719
2023
Total
comprehensive
(loss)/income:
Net
(loss)/profit – – – – (72,451) 6,890 (65,561)
for the year
Transactions
with owners,
recorded
directly to
equity:
Dividends 6 – – – – – (8,196) (8,196)
paid2
--------------- --------------- --------------- --------------- --------------- --------------- ---------------
At 31 December 3,163 11,719 5,824 4,356 86,330 4,570 115,962
2024
========= ========= ========= ========= ========= ========= =========
1
Quarterly dividend of
2
Quarterly dividend of
For information on the Company’s distributable reserves please refer to note 9 below.
Balance Sheet
as at
2025 2024
Notes US$’000 US$’000
Fixed assets
Investments held at fair value through 186,678 121,561
profit or loss
Current assets
Debtors 2,691 1,320
Cash and cash equivalents – cash at bank 10 699 638
--------------- ---------------
Total current assets 3,390 1,958
--------------- ---------------
Creditors – amounts falling due within one
year
Cash and cash equivalents – bank overdraft 10 (17,889) (6,769)
Other creditors (1,659) (764)
--------------- ---------------
Total current liabilities (19,548) (7,533)
--------------- ---------------
Net current liabilities (16,158) (5,575)
--------------- ---------------
Total assets less current liabilities 170,520 115,986
--------------- ---------------
Creditors – amounts falling due after more
than one year
Non-equity redeemable shares (24) (24)
(24) (24)
--------------- ---------------
Net assets 170,496 115,962
--------------- ---------------
Capital and reserves
Called up share capital 8 3,163 3,163
Share premium account 9 11,719 11,719
Capital redemption reserve 9 5,824 5,824
Non-distributable reserve 9 4,356 4,356
Capital reserves 9 139,516 86,330
Revenue reserve 9 5,918 4,570
Total shareholders’ funds 7 170,496 115,962
--------------- ---------------
Net asset value per ordinary share (US$ 7 578.96 393.78
cents )
========= =========
Statement of Cash Flows
for the year ended
2025 2024
US$’000 US$’000
Operating activities
Net profit/(loss) before taxation1 62,168 (65,040)
Changes in working capital items:
(Increase)/decrease in debtors (766) 815
Increase/(decrease) in other creditors 197 (119)
Increase in amounts due from brokers (605) –
Increase in amounts due to brokers 698 –
Other adjustments:
Finance costs 552 696
Net (gains)/losses on investments held at fair (54,203) 71,060
value through profit or loss
Net gains on foreign exchange (98) (22)
Special dividends allocated to capital 272 –
Sale of investments held at fair value through 88,284 114,906
profit or loss
Purchase of investments held at fair value (99,470) (116,652)
through profit or loss
--------------- ---------------
Net cash (outflow)/inflow from operating (2,971) 5,644
activities before taxation
--------------- ---------------
Taxation paid (487) (521)
--------------- ---------------
Net cash (outflow)/inflow from operating (3,458) 5,123
activities
--------------- ---------------
Financing activities
Interest paid (552) (696)
Dividends paid (7,147) (8,196)
--------------- ---------------
Net cash outflow in financing activities (7,699) (8,892)
--------------- ---------------
Decrease in cash and cash equivalents (11,157) (3,769)
Effect of foreign exchange rate changes 98 22
--------------- ---------------
Change in cash and cash equivalents (11,059) (3,747)
Cash and cash equivalents at start of year (6,131) (2,384)
--------------- ---------------
Cash and cash equivalents at end of year (17,190) (6,131)
--------------- ---------------
Comprised of:
Cash at bank 699 638
Bank overdraft (17,889) (6,769)
--------------- ---------------
(17,190) (6,131)
========= =========
1
Dividends and interest received in cash during the year amounted to
Notes to the Financial Statements
for the year ended
1. Principal activity
The Company was incorporated on
2. Accounting policies
The principal accounting policies adopted by the Company are set out below.
(a) Basis of preparation
The financial statements have been prepared on a going concern basis in accordance with The Financial Reporting Standard applicable in the
Substantially, all of the assets of the Company consist of securities that are readily realisable and, accordingly, the Directors are satisfied that the Company has adequate resources to continue in operational existence for the period to
The Directors have considered the tender offer (subject to shareholder approval at a general meeting to be held shortly after the AGM on
The Board has also taken into account the fact that the Company has a continuation vote to be considered by shareholders at the Company’s 2026 AGM and the likelihood of shareholders voting in favour of continuation, having consulted the Company’s major shareholders. The Directors have an expectation that the Company’s shareholders will vote in favour of continuation at the AGM in 2026.
The Directors have considered the impact of climate change on the value of the investments included in the Financial Statements and have concluded that there was no further impact of climate change to be considered as the investments are valued based on market pricing as required by FRS 102.
None of the Company’s other assets and liabilities were considered to be potentially impacted by climate change.
The principal accounting policies adopted by the Company are set out below. Unless specified otherwise, the policies have been applied consistently throughout the year and are consistent with those applied in the preceding year. All of the Company’s operations are of a continuing nature.
The Company’s financial statements are presented in US Dollars, which is the functional and presentation currency of the Company. The US Dollar is the functional currency because it is the currency in which the bulk of the Company’s assets (notably portfolio investments, cash at bank, bank overdrafts and amounts due to and from brokers) are denominated. All values are rounded to the nearest thousand US Dollars (US$’000) except where otherwise indicated.
(b) Presentation of Income Statement
In order to reflect the activities of an investment trust company and in accordance with guidance issued by the AIC, supplementary information which analyses the Income Statement between items of a revenue and a capital nature has been presented alongside the Income Statement.
(c) Segmental reporting
The Directors are of the opinion that the Company is engaged in a single segment of business being investment business.
(d) Income
Dividends receivable on equity shares are treated as revenue for the year on an ex-dividend basis. Where no ex-dividend date is available, dividends receivable on or before the year end are treated as revenue for the year. Provisions are made for dividends not expected to be received.
Special dividends are recognised on an ex-dividend basis and treated as capital or revenue depending on the facts or circumstances of each particular dividend.
Dividends are accounted for in accordance with Section 29 of FRS 102 on the basis of income actually receivable, without adjustment for tax credits attaching to the dividend. Dividends from overseas companies continue to be shown gross of withholding tax.
Deposit interest receivable is accounted for using the effective interest method in accordance with Section 11 of FRS 102.
Where the Company has elected to receive its dividends in the form of additional shares rather than in cash, the cash equivalent of the dividend is recognised as revenue. Any excess in the value of the shares received over the amount of the cash dividend is recognised in capital.
Fixed returns on non-equity securities are recognised on a time apportionment basis. The return on a fixed interest security is recognised on a time apportionment basis so as to reflect the effective yield on the debt security. Amounts amortised during the year are recognised in the Income Statement. Interest income is accounted for on an accruals basis.
(e) Expenses
All expenses, including finance costs, are accounted for on an accruals basis. Expenses have been charged wholly to the revenue account of the Income Statement, except as follows:
• expenses which are incidental to the acquisition or disposal of an investment are treated as capital. Details of transaction costs on the purchases and sales of investments are disclosed in note 10 contained within the Annual Report and Financial Statements;
• expenses are treated as capital where a connection with the maintenance or enhancement of the value of the investments can be demonstrated; and
• the investment management fee and finance costs have been allocated 75% to the capital account and 25% to the revenue account of the Income Statement in line with the Board’s expected long-term split of returns, in the form of capital gains and income respectively, from the investment portfolio.
(f) Taxation
The tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on the taxable profit for the year. Taxable profit differs from net profit as reported in the Income Statement because it excludes items of income or expenses that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that were applicable at the balance sheet date.
The current tax effect of different items of expenditure is allocated between capital and revenue on the marginal basis using the Company’s effective rate of corporation tax for the accounting period.
Deferred taxation is recognised in respect of all timing differences at the financial reporting date, where transactions or events that result in an obligation to pay more taxation in the future or right to less taxation in the future have occurred at the balance sheet date. Deferred taxation is measured on a non-discounted basis, at the average tax rates that are expected to apply in the periods in which the timing differences are expected to reverse based on tax rates and laws that have been enacted or substantively enacted by the balance sheet date. This is subject to deferred taxation assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the timing differences can be deducted.
(g) Investments held at fair value through profit or loss
The Company’s investments are classified as held at fair value through profit or loss in accordance with Sections 11 and 12 of FRS 102 and are managed and evaluated on a fair value basis in accordance with its investment strategy.
All investments are classified upon initial recognition as held at fair value through profit or loss. Purchases of investments are recognised on a trade date basis. Sales are recognised at the trade date of the disposal.
The fair value of the financial investments is based on their quoted bid price at the balance sheet date on the exchange on which the investment is quoted, without deduction for the estimated future selling costs.
Unquoted investments are valued by the Directors at fair value using International Private Equity and Venture Capital Valuation Guidelines. This policy applies to all current and non-current asset investments of the Company. These guidelines are aligned with FRS 102 and, where this does not align, FRS 102 prevails.
Changes in the value of investments held at fair value through profit or loss and gains and losses on disposal are recognised in the Income Statement as ‘Gains or losses on investments held at fair value through profit or loss’. Also included within this heading are transaction costs in relation to the purchase or sale of investments.
The fair value hierarchy consists of the following three levels:
Level 1 – Quoted market prices for identical instruments in active markets.
Level 2 – Valuation techniques using observable inputs.
Level 3 – Valuation techniques using significant unobservable inputs.
(h) Debtors
Debtors include sales for future settlement, other debtors and prepayments and accrued income in the ordinary course of business. If collection is expected in one year or less, they are classified as current assets. If not, they are presented as non-current assets.
(i) Creditors
Creditors include purchases for future settlement, interest payable, share buy back costs and accruals in the ordinary course of business. Creditors are classified as creditors – amounts falling due within one year if payment is due within one year or less. If not, they are presented as creditors – amounts falling due after more than one year.
(j) Dividends payable
Under Section 32 of FRS 102, final dividends should not be accrued in the financial statements unless they have been approved by shareholders before the balance sheet date. Dividends payable to equity shareholders are recognised in the Statement of Changes in Equity when they have been approved by shareholders and have become a liability of the Company. Interim dividends are only recognised in the financial statements in the period in which they are paid. Dividends are financed through a combination of available net income in each financial year and revenue and capital reserves.
(k) Cash and cash equivalents
Cash comprises cash in hand and demand deposits. Cash equivalents include bank overdrafts repayable on demand and used for cash management purposes and short-term, highly liquid investments, that are readily convertible to known amounts of cash and that are subject to an insignificant risk of changes in value.
(l) Foreign currency translation
In accordance with Section 30 of FRS 102, the Company is required to determine a functional currency being the currency in which the Company predominately operates. The functional and reporting currency is US Dollars, reflecting the primary economic environment in which the Company operates. Transactions in foreign currencies are translated into US Dollars at the rates of exchange ruling on the date of the transaction. Foreign currency monetary assets and liabilities held at fair value are translated into US Dollars at the rates of exchange ruling at the balance sheet date. Non-monetary assets held at fair value are translated into US Dollars at the rates of exchange ruling when the fair value was determined. Profits and losses thereon are recognised in the capital account of the Income Statement and taken to the capital reserve.
(m) Share repurchases, share reissues and new share issues
Shares repurchased and subsequently cancelled – share capital is reduced by the nominal value of the shares repurchased and capital redemption reserve is correspondingly increased in accordance with Section 733 of the Companies Act 2006. The full cost of the repurchase is charged to the capital reserve.
Shares repurchased and held in treasury – the full cost of the repurchase is charged to the capital redemption reserve. Where treasury shares are subsequently reissued:
• amounts received to the extent of the repurchase price are credited to the capital redemption reserve; and
• any surplus received in excess of the repurchase price is taken to the share premium account.
Where new shares are issued, the par value is taken to called up share capital and amounts received to the extent of any surplus received in excess of the par value are taken to the share premium account.
Share issue costs are charged to the share premium account. Costs on share reissues are charged to the capital reserve.
(n) Bank borrowings
Bank overdrafts are recorded as the proceeds received. Finance charges are accounted for in the Income Statement using the Effective Interest Method and are added to the carrying amount of the instruments to the extent that they are not settled in the period in which they arise.
(o) Critical accounting estimates and judgements
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates and assumptions will, by definition, seldom equal the related actual results. Estimates and judgements are regularly evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Directors do not believe that any accounting judgements or estimates have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year.
3. Income
2025 2024
US$’000 US$’000
Investment income:
Overseas dividends 9,122 8,132
Overseas REIT1 distributions 39 300
Overseas special dividends 590 166
Stock dividend 430 –
--------------- ---------------
Total investment income 10,181 8,598
--------------- ---------------
Other income:
Bank interest 45 23
Interest from Cash Fund 3 –
Total other income 48 23
--------------- ---------------
Total 10,229 8,621
========= =========
1 Real Estate Investment Trust.
Dividends and interest received in cash during the year amounted to
4. Investment management fee
2025 2024
Revenue Capital Total Revenue Capital Total
US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
Investment
management 314 941 1,255 291 873 1,164
fee
--------------- --------------- --------------- --------------- --------------- ---------------
Total 314 941 1,255 291 873 1,164
========= ========= ========= ========= ========= =========
Under the terms of the investment management agreement, BFM is entitled to a fee of 0.80% per annum based on the Company’s daily Net Asset Value (NAV). The fee is levied quarterly. The Board has therefore agreed with BlackRock that (following the implementation of the tender in
The investment management fee is allocated 25% to the revenue account and 75% to the capital account of the Income Statement. There is no additional fee for company secretarial and administration services.
5. Other operating expenses
2025 2024
US$’000 US$’000
Allocated to revenue:
Custody fees 27 34
Depositary fees1 13 15
Auditor’s remuneration2 58 60
Registrar’s fees 41 40
Directors’ emoluments3 232 210
Marketing fees 131 103
Postage and printing fees 70 96
Broker fees 46 44
Employer NI contributions 28 22
FCA fee 12 13
Write back of prior year expenses4 (2) (14)
Other administration costs 152 122
--------------- ---------------
Total revenue expenses 808 745
--------------- ---------------
Allocated to capital:
Custody transaction charges5 19 18
--------------- ---------------
Total capital expenses 19 18
--------------- ---------------
Total 827 763
========= =========
2025 2024
Ongoing charges6 1.36% 1.23%
========= =========
1 All expenses, other than depositary fees, are paid in Sterling and are therefore subject to exchange rate fluctuations.
2 No non-audit services were provided by the Company’s Auditor.
3 Further information on Directors’ emoluments can be found in the Directors’ Remuneration Report contained within the Annual Report and Financial Statements. The Company has no employees.
4
Relates to prior year accruals for legal and professional fees written back during the year ended
5
For the year ended
6 The Company’s ongoing charges are calculated as a percentage of average daily net assets and using the management fee and all other operating expenses, excluding finance costs, direct transaction costs, custody transaction charges, VAT recovered, taxation, prior year expenses written back and certain non-recurring items. Alternative Performance Measure, see Glossary contained within the Annual Report and Financial Statements.
6. Dividends
2025 2024
Dividends paid on Record date Payment date US$’000 US$’000
equity shares:
Quarter to 31
December 2024 – 9 January 2025 7 February 2025 1,449 2,371
dividend of 4.92
cents
Quarter to 31
March 2025 – 10 April 2025 15 May 2025 1,634 2,176
dividend of 5.55
cents
Quarter to 30
June 2025 – 10 July 2025 12 August 2025 1,985 1,805
dividend of 6.74
cents
Quarter to 30
September 2025 – 9 October 2025 5 November 2025 2,079 1,844
dividend of 7.06
cents
--------------- ---------------
Accounted for in
the financial 7,147 8,196
statements
========= =========
The Company’s dividend policy is to pay regular quarterly dividends equivalent to 1.25% of the Company’s US Dollar NAV on the last working day of March, June, September and December each year, with the dividends being paid in May, August, November and February each year, respectively. For the year ending
The Company’s cum-income US Dollar NAV at
The total dividends payable in respect of the year which form the basis of determining retained income for the purpose of Section 1158 of the Corporation Tax Act 2010 and Section 833 of the Companies Act 2006, and the amount proposed for the year ended
2025 2024
Dividends paid or declared on equity shares: US$’000 US$’000
Quarter to 31 March 2025 - dividend of 5.55 1,634 2,176
cents (2024: 7.39 cents )
Quarter to 30 June 2025 - dividend of 6.74 cents 1,985 1,805
(2024: 6.13 cents )
Quarter to 30 September 2025 - dividend of 7.06 2,079 1,843
cents (2024: 6.26 cents )
Quarter to 31 December 2025 - dividend of 7.24 2,132 1,449
cents1 (2024: 4.92 cents )
--------------- ---------------
Total for the year 7,830 7,273
========= =========
1
Based on 29,448,641 ordinary shares in issue at
All dividends paid or payable are distributed from the Company’s distributable reserves.
7. Earnings/(loss) and net asset value per ordinary share
Revenue earnings, capital earnings/(loss) and net asset value per ordinary share are shown below and have been calculated using the following:
2025 2024
Net revenue profit attributable to ordinary 8,495 6,890
shareholders (US$’000)
Net capital profit/(loss) attributable to 53,186 (72,451)
ordinary shareholders (US$’000)
--------------- ---------------
Total profit/(loss) attributable to ordinary 61,681 (65,561)
shareholders (US$’000)
--------------- ---------------
Total shareholders’ funds (US$’000) 170,496 115,962
--------------- ---------------
Earnings per share
The weighted average number of ordinary shares
in issue during the year on which the earnings 29,448,641 29,448,641
per ordinary share was calculated was:
The actual number of ordinary shares in issue at
the year end on which the net asset value was 29,448,641 29,448,641
calculated was:
--------------- ---------------
Calculated on weighted average number of
ordinary shares:
Revenue earnings per share (US$ cents) – basic 28.85 23.40
and diluted
Capital earnings/(loss) per share (US$ cents) - 180.60 (246.02)
basic and diluted
--------------- ---------------
Total earnings/(loss) per share (US$ cents) - 209.45 (222.62)
basic and diluted
========= =========
As at As at
31 December2025 31 December2024
Net asset value per ordinary share (US$ cents) 578.96 393.78
Ordinary share price (US$ cents)1 543.40 348.17
========= =========
1
Based on an exchange rate of
There are no dilutive securities at the year end.
8. Share capital
Ordinary Treasury Total Nominal
shares shares shares value
in issue number number US$’000
number
Allotted, called up and fully paid
share capital comprised:
Ordinary shares of 10 cents each
At 31 December 2023 29,448,641 2,181,662 31,630,303 3,163
At 31 December 2024 29,448,641 2,181,662 31,630,303 3,163
At 31 December 2025 29,448,641 2,181,662 31,630,303 3,163
========= ========= ========= =========
During the period to
The ordinary shares give shareholders voting rights, the entitlement to all of the capital growth in the Company’s assets and to all income from the Company that is resolved to be distributed.
9. Reserves
Distributable reserves
Sharepremium Capital Non- Capitalreserve Capitalreservearising
account redemption distributable arising on onrevaluation Revenue reserve
reserve reserve investmentssold ofinvestmentsheld
US$’000 US$’000 US$’000 US$’000 US$’000 US$’000
At 31 11,719 5,824 4,356 130,143 28,638 5,876
December 2023
Movement
during the
year:
Total
comprehensive
income/
(loss):
Net profit/
(loss) for – – – 5,488 (77,939) 6,890
the year
Transactions
with owners,
recorded
directly to
equity:
Dividends
paid during – – – – – (8,196)
the year
--------------- --------------- --------------- --------------- --------------- ---------------
At 31 11,719 5,824 4,356 135,631 (49,301) 4,570
December 2024
Movement
during the
year:
Total
comprehensive
income:
Net profit – – – 3,069 50,117 8,495
for the year
Transactions
with owners,
recorded
directly to
equity:
Dividends
paid during – – – – – (7,147)
the year
--------------- --------------- --------------- --------------- --------------- ---------------
At 31 11,719 5,824 4,356 138,700 816 5,918
December 2025
========= ========= ========= ========= ========= =========
The share premium account and capital redemption reserve of
As at
10. Valuation of financial instruments
Financial assets and financial liabilities are either carried in the Balance Sheet at their fair value (investments) or at an amount which is a reasonable approximation of fair value (due from brokers, dividends and interest receivable, due to brokers, accruals, cash at bank and bank overdrafts). Section 34 of FRS 102 requires the Company to classify fair value measurements using a fair value hierarchy that reflects the significance of inputs used in making the measurements. The valuation techniques used by the Company are explained in the accounting policies note to the Financial Statements contained within the Annual Report and Financial Statements.
Categorisation within the hierarchy has been determined on the basis of the lowest level input that is significant to the fair value measurement of the relevant asset.
The fair value hierarchy has the following levels:
Level 1 – Quoted market price for identical instruments in active markets
A financial instrument is regarded as quoted in an active market if quoted prices are readily available from an exchange, dealer, broker, industry group, pricing service or regulatory agency and those prices represent actual and regularly occurring market transactions on an arm’s length basis. These include exchange traded derivatives. The Company does not adjust the quoted price for these instruments.
Level 2 – Valuation techniques using observable inputs
This category includes instruments valued using quoted prices for similar instruments in markets that are considered less than active, or other valuation techniques where significant inputs are directly or indirectly observable from market data.
Valuation techniques used for non-standardised financial instruments such as over-the-counter derivatives, include the use of comparable recent arm’s length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, option pricing models and other valuation techniques commonly used by market participants making the maximum use of market inputs and relying as little as possible on entity specific inputs.
Level 3 – Valuation techniques using significant unobservable inputs
This category includes all instruments where the valuation technique includes inputs not based on market data and these inputs could have a significant impact on the instrument’s valuation.
This category also includes instruments that are valued based on quoted prices for similar instruments where significant entity determined adjustments or assumptions are required to reflect differences between the instruments and instruments for which there is no active market. The Investment Manager considers observable data to be that market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.
The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement.
Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement, considering factors specific to the asset or liability including an assessment of the relevant risks including but not limited to credit risk, market risk, liquidity risk, business risk and sustainability risk. The determination of what constitutes ‘observable’ inputs requires significant judgement by the Investment Manager and these risks are adequately captured in the assumptions and inputs used in the measurement of Level 2 and 3 assets or liabilities.
Fair values of financial assets and financial liabilities
The table below is an analysis of the Company’s financial instruments measured at fair value at the balance sheet date.
Financial assets at fair value through Level 1 Level 2 Level 3 Total
profit or loss as at31 December 2025
US$’000 US$’000 US$’000 US$’000
Equity investments 31 December 2025 186,678 – – 186,678
Equity investments 31 December 2024 121,561 – – 121,561
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There were no transfers between levels for financial assets and financial liabilities during the year recorded at fair value as at
For exchange listed equity investments, the quoted price is the bid price. All investments are valued based on unadjusted quoted market prices. Where such quoted prices are readily available in an active market, such prices are not required to be assessed or adjusted for any price related risks, including climate risk, in accordance with the fair value related requirements of the Company’s financial reporting framework.
11. Capital management policies and procedures
The Company’s capital management objectives are:
– to ensure it will be able to continue as a going concern; and
– to secure long-term capital growth and an attractive total return primarily through investing in quoted securities in
Gearing will be selectively employed with the aim of enhancing returns. The Board view that 105% of the net asset value is the neutral level of gearing over the longer term and that gearing should be used actively in an approximate range of plus or minus 10% around this as measured at the time that gearing is instigated. These current parameters sit within the Company’s gearing policy as set out in the investment policy contained within the Annual Report and Financial Statements which states that net borrowings are not expected to exceed 25% of net assets under normal circumstances, and the Company’s Articles of Association which limit net borrowings to 100% of capital and reserves.
The Company’s total capital as at
Under the terms of the overdraft facility agreement, the Company’s total indebtedness shall at no time exceed
The Board with the assistance of the Investment Manager monitors and reviews the broad structure of the Company’s capital on an ongoing basis. This review includes:
– the planned level of gearing, which takes into account the Investment Manager’s view on the market; and
– the need to buy back equity shares, either for cancellation or to be held in treasury, which takes account of the difference between the NAV per share and the share price (i.e. the level of share price discount or premium).
The Company is subject to externally imposed capital requirements:
– as a public company, the Company has a minimum share capital of £50,000; and
– in order to be able to pay dividends out of profits available for distribution, the Company has to be able to meet one of the two capital restrictions tests imposed on investment companies by law. Under the Companies Act 2006, a company can make a distribution only out of accumulated realised profits and if their net assets are not less than the aggregate of their capital and undistributable reserves.
During the year, the Company complied with the externally imposed capital requirements to which it was subject.
12. Transactions with the Investment Manager and AIFM
The investment management fee is levied quarterly, based on 0.80% per annum of the Company’s daily net asset value. The investment management fee due for the year ended
In addition to the above services, BIM (
During the year, the Manager pays the amounts due to the Directors. These fees are then reimbursed by the Company for the amounts paid on its behalf. As at
The Board has agreed with BlackRock that (following the implementation of the tender), the Manager will undertake to cap the operating charges ratio of the Company such that they will not annually exceed 1.3% of average net assets. The cap will be effected by way of a management fee rebate to the extent the operating charges ratio exceeds the cap.
The ultimate holding company of the Manager and the Investment Manager is BlackRock, Inc., a company incorporated in
13. Related party disclosure
Directors’ Emoluments
At the date of this report, the Board consists of four non-executive Directors, all of whom are considered to be independent of the Manager by the Board.
Disclosures of the Directors’ interests in the ordinary shares of the Company and fees and expenses payable to the Directors are set out in note 5 to the Financial Statements above and in the Directors’ Remuneration Report contained within the Annual Report and Financial Statements. At
The following investors are:
a. funds managed by the
b. investors (other than those listed in (a) above) who held more than 20% of the voting shares in issue in the Company and are as a result, considered to be related parties to the Company (
Total % of shares held Number of Significant
Total % of shares by Significant Investors who are not
held by Related Investors who are not affiliates of
BlackRock Funds affiliates of BlackRock Group or
BlackRock Group or BlackRock, Inc.
BlackRock, Inc.
As at 31 December 0.8 21.0 1
2025
As at 31 December 0.9 23.0 1
2024
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14. Contingent liabilities
There were no contingent liabilities at
15. Publication of Non-Statutory Accounts
The financial information contained in this announcement does not constitute statutory accounts as defined in the Companies Act 2006. The 2025 Annual Report and Financial Statements will be filed with the Registrar of Companies shortly.
The Report of the Auditors for the year ended
The comparative figures are extracts from the audited financial statements of
This announcement was approved by the Board of Directors on [xx]
16. Annual Report
Copies of the Annual Report will be sent to members shortly and will also be available from the registered office, c/o The Company Secretary,
17. Annual General Meeting
The Annual General Meeting of the Company will be held at
ENDS
The Annual Report will also be available on the
For further information, please contact:
Sarah Beynsberger, Director, Investment Trusts,
Tel: 020 7743 3000
Press Enquiries:
E-mail: BlackRockInvestmentTrusts@lansons.com or
EdH@lansons.com
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