REG-BlackRock Smaller Companies Trust Plc: Results of the Scheme

Blackrock Smaller Companies TrustAnnouncement

Today 15:45

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, the UNITED STATES, 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

 

 

16 April 2026

 

BlackRock Smaller Companies Trust plc

Results of the Scheme

New Shares to be issued and Commencement of Trading

Appointment of new Directors

Adoption of New Investment Policy

 

Results of the Scheme

In connection with the combination of the assets of BlackRock Smaller
Companies Trust plc (the "                     Company                    " or
"                     BRSC                    ") with the assets of BlackRock
Throgmorton Trust plc ("                     THRG                    ") which
was approved by THRG Shareholders earlier today, the Board of BRSC is pleased
to announce that BRSC will acquire approximately £303.2 million of net assets
from THRG in consideration for the issue of 20,892,579 New Shares to THRG
Shareholders in accordance with the Scheme.

The number of New Shares to be issued was calculated based on a BRSC FAV per
Share of 1453.324229 pence and a THRG Rollover FAV per Share of 652.691588
pence, producing a conversion ratio of approximately 0.449103 of a New Share
for every THRG Share rolling over, each calculated in accordance with the
Scheme. As set out in the shareholder circular published by the Company on 20
February 2026 (the "                     Circula                    r"),
fractions of New Shares arising as a result of the conversion ratio will not
be issued under the Scheme and entitlements to such New Shares will be rounded
down to the nearest whole number.

 

Issue of New Shares and Commencement of Trading

Application has been made for the 20,892,579 New Shares to be admitted to
trading on the main market for listed securities of the London Stock Exchange
("                     Admission                    "). It is expected that
Admission will take place at 8.00am on 17 April 2026.

Following the issue of the New Shares noted above, the Company's share capital
will consist of 60,705,371 Ordinary Shares (excluding treasury shares), with
each Ordinary Share holding one voting right, and an additional 10,180,731
Ordinary Shares held in treasury.

The figure of                     60,705,371 Ordinary Shares may be used by
Shareholders as the denominator for the calculations by which they will
determine if they are required to notify their interest in voting rights, or a
change to their interest in the Company, under the Disclosure Guidance and
Transparency Rules.

 

Excluded THRG Shareholders

As set out in the Circular, New Shares which would otherwise be issued to an
Excluded THRG Shareholder pursuant to the Scheme will instead be allotted to
the Liquidators, as nominees on behalf of such Excluded THRG Shareholder, who
will arrange for such shares to be sold promptly by way of a market maker. The
proceeds of such sales (after deduction of any costs incurred in effecting
such sales) will be paid to relevant Excluded THRG Shareholders entitled to
them within ten Business Days of the date of sale, save that entitlements of
less than £5.00 per Excluded THRG Shareholder will be retained in the
Liquidation Pool.           

 

Appointment of new Directors

Following completion of the Scheme, Angela Lane and Louise Nash will be
appointed as non-executive Directors of the Company.

 

Adoption of New Investment Policy

The New Investment Policy, which was approved by Shareholders at the Company's
general meeting held on 30 March 2026, became effective today. Under the New
Investment Policy, the Investment Manager will continue to seek to achieve the
Company's investment objective through investing predominantly in listed UK
smaller companies, but will have additional latitude to invest in small cap
stocks outside of the Benchmark index and will be able to invest up to 15 per
cent. of the Company's gross assets, at the time of acquisition, in global
small cap stocks which are listed overseas and which do not have a primary or
secondary UK listing.

 

 

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 is not for publication or distribution in or into the United
States of America.                                This announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.

 

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.

 

 Release  (https://mb.cision.com/Main/22402/4336031/4042007.pdf)  



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