REG-BlackRock Smaller Companies Trust Plc: Result of Tender Offer

Blackrock Smaller Companies TrustAnnouncement

30/03/2026 18:15

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN
OR INTO, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF               
                South Africa, In any Member State of the EEA                  
             OR IN ANY OTHER JURISDICTION WHERE TO DO SO MAY RESULT IN THE
CONTRAVENTION OF ANY REGISTRATION OR OTHER LEGAL REQUIREMENT OF SUCH
JURISDICTION OR OF THE UK.

 

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

 

Legal Entity Identifier: 549300MS535KC2WH4082

 

30 March 2026

 

 

BlackRock Smaller Companies Trust plc                     (the "              
      Company                    " or "                     BRSC              
     ")

 

Result of Tender Offer

 

 

Further to its announcement of 20 February in which it set out proposals for
the combination of BlackRock Smaller Companies Trust plc with BlackRock
Throgmorton Trust plc ("THRG"), as part of which the Company will undertake a
tender offer (the "Tender Offer") for up to 28 per cent. of its issued share
capital, the BRSC Board today announces the results of the Tender Offer.

A total of 18,893,897 Shares have been tendered by Shareholders, representing
47.46 per cent. of the Company's issued share capital. Shareholders were
entitled to tender up to 28 per cent. of their respective shareholdings (the
"Basic Entitlement"), and could seek to tender additional Shares, such excess
tenders to be satisfied on a                      pro rata                    
basis to the extent that other Shareholders tendered less than their aggregate
Basic Entitlements. On the basis of tender applications received, the Basic
Entitlements of all Shareholders who have validly tendered their Shares will
be accepted in full, and excess tenders will be satisfied to the extent of
approximately 23.94 per cent. of the excess Shares tendered. Accordingly,
11,147,581 Shares will be repurchased in aggregate pursuant to the Tender
Offer, representing 28 per cent. of the Company's issued share capital.

As announced earlier today, BRSC Shareholders have now approved both the
proposed combination of the Company with THRG and the Tender Offer. However,
implementation of the Tender Offer remains subject to (                    
inter alia                    ) THRG Shareholders approving the winding-up of
THRG at a General Meeting to be held on 16 April 2026. It is currently
envisaged that realisation of the assets held in the Tender Pool which will be
established for the purposes of the Tender Offer will be completed in or
around the week commencing 29 June 2026, with the final Tender Price and
payment date to be announced by the Company shortly thereafter.

Defined terms used in this announcement have the meanings given in the
shareholder circular published by the Company and dated 20 February 2026,
unless the context otherwise requires.

 

 

Enquiries:

 

 BlackRock Smaller Companies Trust plc   Ronald Gould via Burson Buchanan         BlackRock Investment Management (UK) Limited   Company Secretary to BlackRock Smaller Companies Trust plc  BRSC@bursonbuchanan.com         +44 (0)20 7743 1869  
 Investec Bank plc (Financial adviser and Corporate Broker)   David Yovichic  Helen Goldsmith  Denis Flanagan                                                                                +44 (0)20 7597 4000                                  
 Burson Buchanan (Financial PR)   Henry Wilson  Helen Tarbet  Nick Croysdill                                                                                                                 BRSC@bursonbuchanan.com   +44 (0)7788 528143         

 

   

 

Important Information

 

This announcement contains information that is inside information for the
purposes of Article 7 of the UK version of Regulation (EU) No. 596/2014 which
is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as
amended (the Market Abuse Regulation). The person responsible for arranging
for the release of this announcement on behalf of BlackRock Smaller Companies
Trust plc is BlackRock Investment Management (UK) Limited, the Company
Secretary. Upon the publication of this announcement via a Regulatory
Information Service, this information is considered to be in the public
domain.

 

Investec Bank plc ("                     Investec                    "), which
is authorised in the United Kingdom by the Prudential Regulation Authority and
regulated in the United Kingdom by the Prudential Regulation Authority and the
Financial Conduct Authority, is acting exclusively for BlackRock Smaller
Companies Trust plc and no one else in connection with the Proposals and none
of Investec nor any of its affiliates, branches or subsidiaries will be
responsible to anyone other than BlackRock Smaller Companies Trust plc for
providing the protections afforded to clients of Investec, nor for providing
advice in relation to any matter referred to in this announcement or the
Circular.

Neither Investec nor any of its subsidiaries, branches or affiliates or any of
its and their respective directors, officers, employees, representatives or
agents owes or accepts any duty, liability or shall be held responsible in any
way whatsoever for any direct, indirect or consequential losses (whether in
contract, in tort, under statute or otherwise) arising from the use of this
announcement, the Circular or their contents or reliance on the information
contained herein, except to the extent this would be prohibited by law or
regulation.

Capitalised terms used in this announcement have the meaning as defined in the
Circular, unless otherwise defined in this announcement.

 

The Tender Offer relates to securities in a non-U.S. company registered in
Scotland with a listing on the London Stock Exchange and is subject to the
disclosure and procedural requirements, rules and practices applicable to
companies listed in the United Kingdom, which differ from those of the United
States in certain material respects. This document has been prepared in
accordance with UK style and practice for the purpose of complying with the
laws of Scotland, the rules of the FCA and of the London Stock Exchange. U.S.
Shareholders should read this entire document. The financial information
relating to the Company included in this document has not been prepared in
accordance with generally accepted accounting principles in the United States
and thus may not be comparable to financial information relating to U.S.
companies. The Tender Offer is not subject to the disclosure and other
procedural requirements of Regulation 14D under the US Exchange Act.
Accordingly, the Tender Offer will be subject to disclosure and other
procedural requirements, including with respect to withdrawal rights, offer
timetable, settlement procedures and timing of payments, that may be different
from those applicable under U.S. domestic tender offer procedures and law. The
Tender Offer will be made in the United States in accordance with the
requirements of Regulation 14E under the US Exchange Act, subject to the
exemptions provided by Rule 14d-1(d) under the US Exchange Act. The Shares are
not listed on a US securities exchange and the Company is not subject to the
periodic reporting requirements of the Exchange Act and is not required to,
and does not, file any reports thereunder. Any Shares beneficially owned by a
US Shareholder which have been validly tendered for purchase pursuant to the
Tender Offer will be purchased by Investec Bank plc, subject to the terms and
conditions set out in this document and related documentation.

It may be difficult for U.S. Shareholders to enforce certain rights and claims
arising in connection with the Tender Offer under U.S. federal securities laws
since the Company is located outside the United States and its officers and
Directors reside outside the United States. It may not be possible to sue a
non-U.S. company or its officers or Directors in a non-U.S. court for
violations of U.S. securities laws. It also may not be possible to compel a
non-U.S. company or its affiliates to subject themselves to a U.S. court's
judgment.

To the extent permitted by applicable law and in accordance with regulations,
the Company, Investec, or any of their affiliates may make certain purchases
of, or arrangements to purchase, Shares outside the United States other than
pursuant to the Tender Offer, before or during the period in which the Tender
Offer remains open for acceptance, including sales and purchases of Shares
effected by Investec acting as market maker in the Shares. These purchases, or
other arrangements, may occur either in the open market at prevailing prices
or in private transactions at negotiated prices. In order to be excepted from
the requirements of Rule 14e-5 under the US Exchange Act by virtue of Rule
14e-5(b)(12) thereunder, such purchases, or arrangements to purchase, must
comply with applicable English law and regulation, including the Listing Rules
of the FCA, and the relevant provisions of the US Exchange Act. Any
information about such purchases will be disclosed as required in the United
Kingdom and the United States and, if required, will be reported via the
Regulatory Information Service of the London Stock Exchange and made available
on the London Stock Exchange website http://www.londonstockexchange.com.

 

 Release  (https://mb.cision.com/Main/22402/4328988/4015680.pdf)  



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