REG-BlackRock Throg Tst: Proposed Placing

Blackrock Throgmorton TrustAnnouncement

17/11/2020 07:00

BlackRock Throgmorton Trust plc (the “Company”)

LEI: 5493003B7ETS1JEDPF59

Proposed Placing

Further to the announcement on 12 November 2020, the Board of BlackRock
Throgmorton Trust PLC (the "Company") is pleased to announce that it proposes
to raise additional equity capital through the issue of up to 3,307,686 new
ordinary shares in the capital of the Company ("New Ordinary Shares") by way
of a non pre-emptive issuance (the "Placing").

The Company has issued, or re-issued from treasury, 11,417,194 Ordinary Shares
over the 12 months to 16 November 2020 across a large number of transactions
and understands that certain investors would welcome an additional opportunity
to invest in the Company.

The Company currently has remaining shareholder authority, as granted at the
last annual general meeting (“AGM”) of the Company, held on 25 March 2020,
to issue up to 3,307,686 New Ordinary Shares on a non pre-emptive basis, being
approximately 4.2% of the Ordinary Shares in issue.  

Details of the Placing

The New Ordinary Shares will be issued at a Placing Price which will be
published on the day following the closing date of the Placing.  The Placing
Price will be set at a level equal to the unaudited net asset value, including
current year income, per Ordinary Share as at the close of business on the
closing date of the Placing, plus a premium of 1.5%. This premium has been set
at a level sufficient to cover expected costs of the Placing, such that the
NAV per share is not expected to be diluted as a result of the Placing.

The Placing will be made to qualified investors (as defined in Article 2(e) of
the Prospectus Regulation through the Company's broker, Stifel Nicolaus Europe
Limited (“Stifel"), and will be subject to the terms and conditions set out
in the Appendix to this announcement (the "Appendix").

The Placing will be launched immediately following this announcement. To
register interest in participating in the Placing, potential investors should
communicate their applications for New Ordinary Shares by telephone to their
usual sales contact at Stifel. The Placing is expected to close at 5.00 p.m.
(London time) on 19 November 2020 but may close earlier or later at the
discretion of the Company and Stifel.

The Company (after consultation with Stifel and the Investment Manager)
reserves the right to scale back the number of Placing Shares subscribed by
any Placee in the event of applications in excess of the maximum amount under
the Placing.

Application for Admission

Application will be made to the Financial Conduct Authority for admission of
the New Ordinary Shares to the premium segment of the Official List and to the
London Stock Exchange plc for admission of the New Ordinary Shares to trading
on its main market for listed securities (the "Main Market"), (together,
"Admission"). It is expected that Admission will become effective, and that
dealings in the New Ordinary Shares on the Main Market will commence, on or
around 24 November 2020.

Renewal of shareholder authorities for issuance of Ordinary Shares on a non
pre-emptive basis

Following the Placing, should shareholder authorities granted at the last AGM
have been substantially exhausted, the Company will consider proposing to
shareholders at a future general meeting the granting of renewed authorities
for issuance of a further 10% of the issued share capital of the Company on a
non pre-emptive basis provided that such shares would only be issued at a
price expected not to dilute the prevailing NAV per share.

Expected timetable

 Closing date of the Placing: latest time and date for receipt of Placing commitments   5.00 p.m. on 19 November 2020 
                                                                                                                      
 Announcement of Placing Price and result of the Placing                                             20 November 2020 
                                                                                                                      
 Trade date: New Ordinary Shares issued to investors on a T+2 basis                                  20 November 2020 
                                                                                                                      
 Settlement, Admission and commencement of dealings in New Ordinary Shares              8.00 a.m. on 24 November 2020 

Contact details for queries:

BlackRock Investment Management (UK) Limited

Simon White

Kevin Mayger
Tel: 020 7743 1098

Stifel Nicolaus Europe Limited

Corporate:

Mark Bloomfield

Maarten Freeriks

Sales:

Phil Hopkins

Jonathan Crabtree

Hugh Middleton

Tel: 020 7710 7600 

Appendix - Terms and Conditions of the Placing

INTRODUCTION

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, AND THE INFORMATION IN IT, IS
RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART TO U.S. PERSONS OR IN OR INTO THE UNITED
STATES, THE EXCLUDED TERRITORIES OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THE PLACING SHARES THAT ARE THE SUBJECT OF THE PLACING ARE ONLY BEING OFFERED
OR SOLD TO QUALIFIED INVESTORS IN THE UNITED KINGDOM, WHICH INCLUDES LEGAL
ENTITIES WHICH ARE REGULATED BY THE FCA OR ENTITIES WHICH ARE NOT SO REGULATED
WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT QUALIFIED
INVESTORS IN THE UNITED KINGDOM. QUALIFIED INVESTORS ARE PERSONS WHO, (A) (I)
FALL WITHIN ARTICLE 19(5) OF THE ORDER, FALL WITHIN ARTICLE 49(2) (A) TO (D)
OF THE ORDER; OR ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED
AND (II) ARE A "PROFESSIONAL CLIENT" OR AN "ELIGIBLE COUNTERPARTY" WITHIN THE
MEANING OF CHAPTER 3 OF THE FCA'S CONDUCT OF BUSINESS SOURCEBOOK, AND (B)
PERSONS WHO FALL WITHIN THE DEFINITION OF QUALIFED INVESTORS IN ARTICLE 2(E)
OF THE PROSPECTUS REGULATION (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS
AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO
ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN
ONLY WITH RELEVANT PERSONS.

THIS APPENDIX, AND THE ANNOUNCEMENT OF WHICH IT FORMS PART, IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION
OF ANY SECURITIES IN THE COMPANY.

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS NOT AN OFFER FOR SALE OR
SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE
WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS
ANNOUNCEMENT, INCLUDING THIS APPENDIX, IS NOT AN OFFER OF OR SOLICITATION TO
PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE PRICE OF THE
PLACING SHARES IN THE COMPANY AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS
WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL
OF THE PLACING SHARES.

Placees will be deemed to have read and understood this announcement and these
terms and conditions in their entirety and to be making such offer on the
terms and conditions and to be providing the representations, warranties,
acknowledgements, and undertakings contained in this Appendix. In particular,
each such Placee represents, warrants and acknowledges that:

1.          it is a Relevant Person and undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;

2.          in the case of any Placing Shares acquired by it as a
financial intermediary, (i) the Placing Shares acquired by it have not been
acquired on behalf of, nor have they been acquired with a view to their offer
or resale to, persons in the United Kingdom or any Member State of the EEA
other than Qualified Investors or in circumstances in which the prior consent
of Stifel has been given to the offer or resale; or (ii) where Placing Shares
have been acquired by it on behalf of persons in the United Kingdom or any
Member State of the EEA other than Qualified Investors, the offer of those
Placing Shares to it is not treated under the Prospectus Regulation as having
been made to such persons; and

3.             (a) (1) it is not a U.S. Person, (2) it is not
located in the United States, and (3) it is not acquiring the Placing Shares
for the account or benefit of a U.S. Person; or (b) it is a dealer or other
professional fiduciary in the United States acting for a discretionary account
(other than an estate or trust) held for the benefit or account of a non U.S.
person.

The Company and Stifel will rely upon the truth and accuracy of the foregoing
representations, acknowledgements and agreements.

This announcement (including this Appendix) does not constitute an offer, and
may not be used in connection with an offer, to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares in any
jurisdiction in which such offer or solicitation is or may be unlawful. This
announcement (including this Appendix) and the information contained herein is
not for publication or distribution, directly or indirectly, to persons in the
United States, the Excluded Territories or in any jurisdiction in which such
publication or distribution is unlawful. Persons who come into possession of
this announcement are required by the Company to inform themselves about and
to observe any restrictions of transfer of this announcement. No public offer
of securities of the Company is being made in the United Kingdom, the United
States or elsewhere.

In particular, the Placing Shares referred to in this announcement have not
been and will not be registered under the Securities Act or under any laws of,
or with any securities regulatory authority of, any state or other
jurisdiction of the United States, and may not be offered, sold, resold,
transferred or delivered, directly or indirectly, in the United States or to,
or for the account or benefit of, U.S. Persons, except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction in the United States, and
under circumstances that would not result in the Company being in violation of
the U.S. Investment Company Act. The Placing Shares are only being offered and
sold outside the United States in offshore transactions to persons who are not
U.S. Persons in accordance with Regulation S under the Securities Act.

The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus
has been lodged with or registered by the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; and the Placing
Shares have not been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or territory of any
of the Excluded Territories. Accordingly, the Placing Shares may not (unless
an exemption under the relevant securities laws is applicable) be offered,
sold, resold or delivered, directly or indirectly, in or into the Excluded
Territories or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix or
the Announcement of which it forms part should seek appropriate advice before
taking any action.

DEFINITIONS

For the purposes of this Appendix:

"Admission" means admission of the Placing Shares to be issued pursuant to the
Placing to the Premium Segment of the Official List and to trading on the
London Stock Exchange's Main Market for listed securities;

"AIFMD" means Directive 2011/61/EU of the European Parliament and of the
Council on Alternative Investment Fund Managers, as amended;

"CREST" means the computerised settlement system operated by Euroclear UK and
Ireland Limited which facilitates the transfer of title to shares in
uncertificated form;

"EEA" means the European Economic Area being the countries included as such in
the Agreement on European Economic Area, dated 1 January 1994, among Iceland,
Liechtenstein, Norway, the European Community and the Member States, as may be
modified, supplemented or replaced;

"Excluded Territory" means Canada, Japan, Australia, New Zealand, the Republic
of South Africa and the U.S. and any jurisdiction where the extension or
availability of the Placing (and any other transaction contemplated thereby)
would breach any applicable laws or regulations, and "Excluded Territories"
shall mean any of them;

"FCA" means the UK Financial Conduct Authority;

"Investment Manager" means BlackRock Investment Management (UK) Limited, a
private limited company incorporated in England and Wales (registered number
02020394) with registered address at 12 Throgmorton Avenue, London, EC2N 2DL;

"Libor" means the London Interbank Offered Rate, being the average rate of
interest that leading banks in London charge when lending to other banks;

"London Stock Exchange" means the London Stock Exchange Plc;

"Member State" means a sovereign state which is a member of the European
Union;

"Official List" means the official list of the FCA;

"Order" means the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended;

"Ordinary Shares" means the ordinary shares of 5 pence each in the capital of
the Company as described in the Company's articles of association as adopted
from time to time;

"Placee" means a Relevant Person (including individuals, funds or otherwise)
by whom or on whose behalf a commitment to subscribe for Placing Shares has
been given;

"Placing" means the conditional placing by Stifel, as agent for the Company,
of Placing Shares at the Placing Price;

"Placing Agreement" means the Placing Agreement dated 17 November 2020 between
the Company, the Investment Manager and Stifel in connection with the Placing;

"Placing Price" means a price per Placing Share set at a premium of 1.5% to
the unaudited net asset value, including current year income, per Ordinary
Share as the close of business on the closing date of the Placing, which is
expected to be 19 November 2020;

"Placing Shares" means the Ordinary Shares to be issued for cash pursuant to
the Placing at the Placing Price;

"Prospectus Regulation" means Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 on the prospectus to be
published when securities are offered to the public or admitted to trading on
a regulated market, and repealing Directive 2003/71/EC;

"Regulation S" means Regulation S promulgated under the Securities Act;

"Regulatory Information Service" means a regulated information service
approved by the FCA and on the list of Regulatory Information Services
maintained by the FCA;

"Securities Act" means the U.S. Securities Act of 1933, as amended;

"U.S." or "United States" means the United States of America, its states,
territories and possessions, including the District of Columbia;

"U.S. Investment Company Act" means the U.S. Investment Company Act of 1940,
as amended;

"U.S. Person" has the meaning given in Regulation S

DETAILS OF THE PLACING

Stifel has entered into the Placing Agreement with the Company, the Investment
Manager and the Company under which Stifel has, on the terms and subject to
the conditions set out therein, undertaken to use its reasonable endeavours to
procure, as agent for the Company, subscribers for the Placing Shares at the
Placing Price.

The Placing Agreement contains customary warranties given by the Company and
the Investment Manager to Stifel as to matters relating to the Company and its
business and a customary indemnity given by the Company and the Investment
Manager to Stifel in respect of liabilities arising out of, or in connection
with, the Placing.

The Company (after consultation with Stifel and the Investment Manager)
reserves the right to scale back the number of Placing Shares to be subscribed
by any Placee in the event of applications in excess of the target amount
under the Placing. The Company and Stifel also reserve the right not to accept
offers to subscribe for Placing Shares or to accept such offer in part rather
than in whole.  Stifel shall be entitled to effect the Placing by such method
as they shall in their sole discretion determine. To the fullest extent
permissible by law, neither Stifel nor any holding company of Stifel nor any
subsidiary branch or affiliate of Stifel (each an affiliate) nor any person
acting on behalf of any of the foregoing shall have any liability to the
Placees (or to any other person whether acting on behalf of a Placee or
otherwise). In particular, neither Stifel, nor any affiliate thereof nor any
person acting on their behalf shall have any liability to Placees in respect
of their conduct of the Placing.

Each Placee's obligations will be owed to the Company and to Stifel. Following
the confirmation referred to below in the paragraph entitled "Participation
in, and principal terms of, the Placing", each Placee will also have an
immediate, separate, irrevocable and binding obligation, owed to Stifel, to
pay to Stifel (or as Stifel may direct) in cleared funds an amount equal to
the product of the Placing Price and the number of Placing Shares which such
Placee has agreed to acquire.

Each Placee agrees to indemnify on demand and hold each of Stifel, the Company
and the Investment Manager and their respective affiliates harmless from any
all costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
acknowledgments, undertakings, representations, warranties and agreements set
forth in these terms and conditions and any contract note.

The Placing is also conditional upon the Placing Agreement becoming
unconditional and the Placing Agreement not being terminated in accordance
with its terms. Further details of conditions in relation to the Placing are
set out below in the paragraph entitled "Conditions of the Placing".

APPLICATION FOR ADMISSION TO TRADING

Application will be made to the FCA and the London Stock Exchange for
Admission. It is expected that settlement of any such Placing Shares and
Admission will become effective on or around 8.00 a.m. on 24 November 2020 and
that dealings in the Placing Shares will commence at that time.

PAYMENT FOR SHARES

Each Placee must pay the Placing Price for the Placing Shares issued to the
Placee in the manner and by the time directed by Stifel. If any Placee fails
to pay as so directed and/or by the time directed, the relevant Placee's
application for Placing Shares shall at Stifel's discretion either be rejected
or accepted in which case the paragraph below entitled "Registration and
Settlement" shall apply to such application.

PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE PLACING

Stifel (whether through itself or any of its affiliates) is arranging the
Placing as placing agent of the Company for the purpose of using reasonable
endeavours to procure Placees at the Placing Price for the Placing Shares.

Participation in the Placing will only be available to persons who may
lawfully be, and are, invited to participate by Stifel. Stifel and its
affiliates may participate in the Placing as principal.

By participating in the Placing, Placees will be deemed to have read and
understood this announcement, including this Appendix, in its entirety and to
be participating and making an offer for Placing Shares on the terms and
conditions, and to be providing the representations, warranties,
acknowledgements, agreements and undertakings contained in this Appendix.

This Appendix gives details of the terms and conditions of, and the mechanics
of participation in, the Placing. No commissions will be paid to Placees or by
Placees in respect of any Placing Shares.

The number of Placing Shares to be issued will be agreed between Stifel, the
Company and the Investment Manager following completion of the bookbuilding
process in respect of the Placing (the "Bookbuild").  The number of Placing
Shares will be announced on a Regulatory Information Service following
completion of the Bookbuild.

Each Placee's allocation will be confirmed to Placees orally, or by email, by
Stifel, and a trade confirmation or contract note will be dispatched as soon
as possible thereafter. The oral or email confirmation to such Placee will
constitute an irrevocable legally binding commitment upon such person (who
will at that point become a Placee) in favour of Stifel and the Company, under
which it agrees to acquire the number of Placing Shares allocated to it at the
Placing Price on the terms and conditions set out in this Appendix and in
accordance with the articles of incorporation of the Company.

Except as required by law or regulation, no press release or other
announcement will be made by Stifel or the Company using the name of any
Placee (or its agent), in its capacity as Placee (or agent), other than with
such Placee's prior written consent.

Irrespective of the time at which a Placee's allocation pursuant to the
Placing is confirmed, settlement for all Placing Shares to be acquired
pursuant to the Placing will be required to be made at the same time, on the
basis explained below under the paragraph entitled "Registration and
Settlement".

All obligations under the Placing will be subject to fulfilment or (where
applicable) waiver of, amongst other things, the conditions referred to below
and to the Placing not being terminated on the basis referred to below.

By participating in the Placing, each Placee will agree that its rights and
obligations in respect of the Placing will terminate only in the circumstances
described below and will not be capable of rescission or termination by the
Placee.

To the fullest extent permissible by law, none of the Company, Stifel or any
of their respective affiliates shall have any liability to Placees (or to any
other person whether acting on behalf of a Placee or otherwise). In
particular, none of the Company, Stifel or any of their respective affiliates
shall have any liability (including to the fullest extent permissible by law,
any fiduciary duties) in respect of Stifel's conduct of the Placing. Each
Placee acknowledges and agrees that the Company is responsible for the
allotment of the Placing Shares to the Placees and Stifel shall have no
liability to the Placees for the failure of the Company to fulfil those
obligations.

CONDITIONS OF THE PLACING

The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.

Stifel's obligations under the Placing Agreement in respect of the Placing
Shares are conditional on, inter alia:

1.         the Company allotting, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement; and

2.         Admission taking place not later than 8.00 a.m. on 30
November 2020.

If (a) any of the conditions contained in the Placing Agreement in relation to
the Placing Shares are not fulfilled or waived by Stifel by the respective
time or date where specified (or such later time or date as the Company and
Stifel may agree not being later than 8.00 a.m. on 30 November 2020 (the
"Final Date")); or (b) the Placing Agreement is terminated as described below,
the Placing in relation to the Placing Shares will lapse and the Placee's
rights and obligations hereunder in relation to the Placing Shares shall cease
and terminate at such time and each Placee agrees that no claim can be made by
the Placee in respect thereof.

Subject to certain exceptions, Stifel may, at its absolute discretion and upon
such terms as it thinks fit, waive, or extend the period (up to the Final
Date) for, compliance by the Company with the whole or any part of any of the
Company's obligations in relation to the conditions in the Placing Agreement.
Any such extension or waiver will not affect Placees' commitments as set out
in this announcement.

Neither Stifel nor the Company shall have any liability to any Placee (or to
any other person whether acting on behalf of a Placee or otherwise) in respect
of any decision they may make as to whether or not to waive or to extend the
time and/or date for the satisfaction of any condition to the Placing nor for
any decision they may make as to the satisfaction of any condition or in
respect of the Placing generally and by participating in the Placing each
Placee agrees that any such decision is within the absolute discretion of
Stifel.

RIGHT TO TERMINATE UNDER THE PLACING AGREEMENT

Stifel is entitled, at any time before Admission, to terminate the Placing
Agreement by giving notice to the Company in certain circumstances, including,
inter alia:

1.          the Company or the Investment Manager is in material
breach of any of its obligations under the Placing Agreement; or

2.          in the opinion of Stifel, acting reasonably and in good
faith, there shall have occurred any material adverse change affecting the
condition, financial, operational or legal, of the earning or business affairs
or business prospects of the Company , whether or not arising in the ordinary
course of business.

3.          there has been a material adverse change in any major
financial markets in the United States, the United Kingdom or the European
Union, any outbreak of hostilities or escalation of hostilities or other
calamity or crisis or any material adverse change in the political, financial
or economic conditions of the United States, the United Kingdom or the
European Union or in the Euro/Sterling exchange rate or a specific material
event caused by or as a result of the COVID-19 Coronavirus and/or a
significant general worsening of the spread or rate of infection of the
COVID-19 Coronavirus after the date of the Placing Agreement) (in each case
whether or not foreseeable at the date of the Placing Agreement)),

but in each case only insofar as would be likely to materially prejudice the
success of the Placing.

Following Admission, the Placing Agreement is not capable of termination to
the extent that it relates to the Placing of the Placing Shares.

The rights and obligations of the Placees shall terminate only in the
circumstances described in these terms and conditions and in the Placing
Agreement and will not be subject to termination by the Placee or any
prospective Placee at any time or in any circumstances. By participating in
the Placing, Placees agree that the exercise by Stifel of any right of
termination or other discretion under the Placing Agreement shall be within
the absolute discretion of Stifel, and that it need not make any reference to
Placees and that it shall have no liability to Placees whatsoever in
connection with any such exercise or decision not to exercise. Placees will
have no rights against Stifel, the Investment Manager, the Company or any of
their respective directors or employees under the Placing Agreement pursuant
to the Contracts (Rights of Third Parties) Act 1999 (as amended).

NO PROSPECTUS

The Placing Shares are being offered to Relevant Persons only and will not be
offered in such a way as to require a prospectus in the United Kingdom or
elsewhere. No offering document or prospectus has been or will be submitted to
be approved by the FCA in relation to the Placing and Placees' commitments
will be made solely on the basis of the information contained in this
announcement (including this Appendix) and certain business and financial
information the Company is required to publish in accordance with the rules
and practices of the FCA (collectively "Exchange Information").

Each Placee, by accepting a participation in the Placing, agrees that the
content of this announcement, including this Appendix, is exclusively the
responsibility of the Company and confirms that it has not relied on any other
information (other than the Exchange Information), representation, warranty,
or statement made by or on behalf of the Company or Stifel or any other person
and neither Stifel nor the Company nor the Investment Manager nor any other
person will be liable for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or statement which
the Placees may have obtained or received. Each Placee acknowledges and agrees
that it has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the Placing.
Nothing in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation. 

REGISTRATION AND SETTLEMENT

Settlement of transactions in the Placing Shares (ISIN: GB0008910555)
following Admission will take place within CREST provided that, subject to
certain exceptions, Stifel reserves the right to require settlement for, and
delivery of, the Placing Shares (or a portion thereof) to Placees by such
other means that it deems necessary if delivery or settlement is not possible
or practicable within CREST within the timetable set out in this announcement
or would not be consistent with the regulatory requirements in any Placee's
jurisdiction.

Each Placee allocated Placing Shares in the Placing will be sent a trade
confirmation or contract note stating the number of Placing Shares allocated
to it at the Placing Price, the aggregate amount owed by such Placee to Stifel
(as agent for the Company) and settlement instructions. Each Placee agrees
that it will do all things necessary to ensure that delivery and payment is
completed in accordance with either the CREST or certificated settlement
instructions that it has in place with Stifel.

It is expected that settlement in respect of the Placing Shares will be on or
around 24 November 2020 on a T+2 basis in accordance with the instructions set
out in the trade confirmation.

Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above Libor as determined by Stifel.

Each Placee is deemed to agree that, if it does not comply with these
obligations, Stifel may sell any or all of the Placing Shares allocated to
that Placee on such Placee's behalf and retain from the proceeds, for Stifel's
account and benefit (as agent for the Company), an amount equal to the
aggregate amount owed by the Placee plus any interest due. Any excess proceeds
will pass to the relevant Placee at its risk. The relevant Placee will,
however, remain liable and shall indemnify Stifel on demand for any shortfall
below the aggregate amount owed by it and may be required to bear any stamp
duty or stamp duty reserve tax or securities transfer tax (together with any
interest or penalties) which may arise upon the sale of such Placing Shares on
such Placee's behalf. By communicating a bid for Placing Shares, each Placee
confers on Stifel all such authorities and powers necessary to carry out any
such sale and agrees to ratify and confirm all actions which Stifel lawfully
takes in pursuance of such sale.

If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the trade confirmation or contract note is copied
and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax or securities transfer tax. Placees will not be
entitled to receive any fee or commission in connection with the Placing.

REPRESENTATIONS, WARRANTIES AND FURTHER TERMS

By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) makes the following representations, warranties,
acknowledgements, agreements and undertakings (as the case may be) to the
Company and Stifel, namely that, each Placee (and any person acting on such
Placee's behalf):

1.          represents and warrants that it has read and understood
this announcement, including this Appendix, in its entirety and that its
subscription of Placing Shares is subject to, and based upon, all the terms,
conditions, representations, warranties, acknowledgements, agreements and
undertakings and other information contained herein and undertakes not to
redistribute or duplicate this announcement (including this Appendix);

2.          acknowledges that no offering document or prospectus has
been prepared in connection with the placing of the Placing Shares and
represents and warrants that it has not received a prospectus or other
offering document in connection therewith;

3.          acknowledges that the Ordinary Shares are listed on the
premium segment of the Official List of the UK Listing Authority, and the
Company is therefore required to publish certain business and financial
information in accordance with the rules and practices of the FCA
(collectively the "Exchange Information"), which includes a description of the
nature of the Company's business and the Company's most recent balance sheet
and profit and loss account and that the Placee is able to obtain or access
such information without undue difficulty, and is able to obtain access to
such information or comparable information concerning any other publicly
traded company, without undue difficulty;

4.          acknowledges that the content of this announcement
(including this Appendix) is exclusively the responsibility of the Company,
and that none of Stifel, its affiliates or any person acting on its or their
behalf has or shall have any liability for any information, representation or
statement contained in this announcement (including this Appendix) or any
information previously or concurrently published by or on behalf of the
Company (including any Exchange Information), and will not be liable for any
Placee's decision to participate in the Placing based on any information,
representation or statement contained in this announcement (including this
Appendix) or otherwise. Each Placee further represents, warrants and agrees
that the only information on which it is entitled to rely and on which such
Placee has relied in committing itself to acquire the Placing Shares is
contained in this announcement (including this Appendix) and any Exchange
Information, such information being all that it deems necessary to make an
investment decision in respect of the Placing Shares and that it has neither
received nor relied on any other information given or representations,
warranties or statements made by Stifel, the Company or the Investment Manager
or any of their respective directors, officers or employees or any person
acting on behalf of any of them (including with respect to the Company, the
Placing, the Placing Shares or the accuracy, completeness or adequacy of any
publicly available information), or, if received, it has not relied upon any
such information, representations, warranties or statements, and neither
Stifel nor the Company nor the Investment Manager (nor any of their respective
directors, officers or employees or any person acting on behalf of any of
them) will be liable for any Placee's decision to accept an invitation to
participate in the Placing based on any other information, representation,
warranty or statement. Each Placee further acknowledges and agrees that it may
not place the same degree of reliance on this announcement as it may otherwise
place on a prospectus. Each Placee further acknowledges and agrees that it has
relied solely on its own investigation of the business, financial or other
position of the Company and the terms of the Placing in deciding to
participate in the Placing and it will not rely on any investigation that
Stifel, its affiliates or any other person acting on its or their behalf has
or may have conducted;

5.          represents and warrants that it has neither received nor
relied on any confidential price sensitive information concerning the Company
in accepting this invitation to participate in the Placing;

6.          acknowledges that Stifel does not have any duties or
responsibilities to it, or its clients, similar or comparable to the duties of
"best execution" and "suitability" imposed by the Conduct of Business
Sourcebook in the FCA's Handbook of Rules and Guidance and that Stifel is not
acting for it or its clients and that Stifel will not be responsible for
providing protections to it or its clients;

7.          that, save in the event of fraud on the part of Stifel
(and to the extent permitted by the FCA), neither Stifel, its ultimate holding
company nor any direct or indirect subsidiary undertakings of that holding
company, nor any of their respective directors and employees shall be liable
to Placees for any matter arising out of Stifel's role as placing agent or
otherwise in connection with the Placing and that where any such liability
nevertheless arises as a matter of law, Placees will immediately waive any
claim against any of such persons which it may have in respect thereof;

8.        represents and warrants that (a) (i) it is not in the United
States; (ii) it is not a U.S. Person; and (iii) it is not acting for the
account or benefit of a U.S. Person or (b) it is a dealer or other
professional fiduciary in the United States acting for a discretionary account
(other than an estate or trust) held for the benefit or account of a non U.S.
Person;

9.        acknowledges that the Placing Shares are only being offered
and sold outside the United States in offshore transactions to persons who are
not U.S. Persons pursuant to Regulation S under the Securities Act, and the
Placing Shares have not been and will not be registered under the Securities
Act or under any laws of, or with any securities regulatory authority of, any
state or other jurisdiction of the United States, and agrees not to reoffer,
resell, pledge, transfer or deliver any Placing Shares, directly or
indirectly, in the United States or to, or for the account or benefit of, U.S.
Persons, except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and in compliance with
any applicable securities laws of any state or other jurisdiction in the
United States;

10.        unless otherwise specifically agreed in writing with Stifel,
represents and warrants that neither it nor the beneficial owner of such
Placing Shares will be a resident of Excluded Territories;

11.        acknowledges that the Placing Shares have not been and will
not be registered under the securities legislation of Excluded Territories
and, subject to certain exceptions, may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly, within those
jurisdictions;

12.        represents and warrants that the issue to it, or the person
specified by it for registration as holder, of Placing Shares will not give
rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act
1986 (depositary receipts and clearance services) and that the Placing Shares
are not being acquired in connection with arrangements to issue depositary
receipts or to transfer Placing Shares into a clearance system;

13.        represents and warrants that: (i) it has complied with and
will continue to comply with its obligations under the Market Abuse Regulation
(EU) No. 596/2014, Criminal Justice Act 1993 and Part VIII of the Financial
Services and Markets Act 2000, as amended ("FSMA") and other applicable law;
(ii) in connection with money laundering and terrorist financing, it has
complied with its obligations under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000 (as amended), and other applicable law, the
Terrorism Act 2006, the Money Laundering Regulations 2007 and the Money
Laundering, Terrorist Financing and Transfer of Funds (Information on the
Payer) 2017 Regulations; and (iii) it is not a person: (1) with whom
transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or
any economic sanction programmes administered by, or regulations promulgated
by, the Office of Foreign Assets Control of the U.S. Department of the
Treasury; (2) named on the Consolidated List of Financial Sanctions Targets
maintained by HM Treasury of the United Kingdom; or (3) subject to financial
sanctions imposed pursuant to a regulation of the EU or a regulation adopted
by the United Nations (together, the "Regulations"); and, if making payment on
behalf of a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as required by the
Regulations and it has obtained all governmental and other consents (if any)
which may be required for the purpose of, or as a consequence of, such
purchase, and it will provide promptly to Stifel such evidence, if any, as to
the identity or location or legal status of any person which Stifel may
request from it in connection with the Placing (for the purpose of complying
with such Regulations or ascertaining the nationality of any person or the
jurisdiction(s) to which any person is subject or otherwise) in the form and
manner requested by Stifel on the basis that any failure by it to do so may
result in the number of Placing Shares that are to be purchased by it or at
its direction pursuant to the Placing being reduced to such number, or to nil,
as Stifel may decide at its sole discretion;

14.        if a financial intermediary, represents and warrants that
the Placing Shares purchased by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired with a view to
their offer or resale to, persons in the United Kingdom or any Member State of
the EEA other than Qualified Investors, or in circumstances in which the prior
consent of Stifel has been given to the offer or resale;

15.        represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the United Kingdom or
any member state of the EEA prior to Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing
of investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted in and which will not
result in an offer to the public in the United Kingdom or any member state of
the EEA;

16.        represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment activity
(within the meaning of section 21 of the FSMA) relating to the Placing Shares
in circumstances in which section 21(1) of the FSMA does not require approval
of the communication by an authorised person;

17.        represents and warrants that it has complied and will comply
with all applicable provisions of the FSMA and the Financial Services Act 2012
with respect to anything done by it in relation to the Placing Shares in, from
or otherwise involving, the United Kingdom;

18.        if in the United Kingdom, represents and warrants that it is
a person who: (i) falls with Articles 49(2)(A) to (D) or 19(5) of the Order or
it is a person to whom the Placing Shares may otherwise be lawfully offered
under such Order or, if it is receiving the offer in circumstances under which
the laws or regulations of a jurisdiction other than the United Kingdom would
apply, it is a person to whom the Placing Shares may be lawfully offered under
that other jurisdiction's laws and regulations; and (ii) is a "professional
client" or an "eligible counterparty" within the meaning of Chapter 3 of the
FCA's Conduct of Business Sourcebook;

19.        represents and warrants that it and any person acting on its
behalf is entitled to acquire the Placing Shares under the laws of all
relevant jurisdictions and that it has all necessary capacity and has obtained
all necessary consents and authorities and taken any other necessary actions
to enable it to commit to this participation in the Placing and to perform its
obligations in relation thereto (including, without limitation, in the case of
any person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this announcement
(including this Appendix)) and will honour such obligations;

20.        where it is acquiring Placing Shares for one or more managed
accounts, represents and warrants that it is authorised in writing by each
managed account: (i) to acquire the Placing Shares for each managed account;
(ii) to make on its behalf the representations, warranties, acknowledgements,
undertakings and agreements in this Appendix and the Announcement of which it
forms part; and (iii) to receive on its behalf any investment letter relating
to the Placing in the form provided to it by Stifel;

21.        undertakes that it (and any person acting on its behalf)
will make payment for the Placing Shares allocated to it in accordance with
this announcement (including this Appendix) on the due time and date set out
herein, failing which the relevant Placing Shares may be placed with other
subscribers or sold as Stifel may in its sole discretion determine and without
liability to such Placee and it will remain liable and will indemnify Stifel
on demand for any shortfall below the net proceeds of such sale and the
placing proceeds of such Placing Shares and may be required to bear the
liability for any stamp duty or stamp duty reserve tax or security transfer
tax (together with any interest or penalties due pursuant to or referred to in
these terms and conditions) which may arise upon the placing or sale of such
Placee's Placing Shares on its behalf;

22.        acknowledges that none of Stifel, any of its affiliates, or
any person acting on behalf of any of them, is making any recommendations to
it, advising it regarding the suitability of any transactions it may enter
into in connection with the Placing and that participation in the Placing is
on the basis that it is not and will not be treated for these purposes as a
client of Stifel and that Stifel has no duties or responsibilities to it for
providing the protections afforded to their respective clients or customers or
for providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the 
Placing Agreement nor for the exercise or performance of any of their rights
and obligations thereunder, including any rights to waive or vary any
conditions or exercise any termination right;

23.        undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself; or (ii) its
nominee, as the case may be. Neither Stifel nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve tax
resulting from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to participate in the Placing
and it agrees to indemnify the Company and Stifel in respect of the same on
the basis that the Placing Shares will be allotted to the CREST stock account
of Stifel who will hold them as nominee on behalf of such Placee until
settlement in accordance with its standing settlement instructions;

24.        acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and conditions and any
non-contractual obligations arising out of or in connection with such
agreement shall be governed by and construed in accordance with the laws of
England and it submits (on behalf of itself and on behalf of any person on
whose behalf it is acting) to the exclusive jurisdiction of the English courts
as regards any claim, dispute or matter (including non-contractual matters)
arising out of any such contract, except that enforcement proceedings in
respect of the obligation to make payment for the Placing Shares (together
with any interest chargeable thereon) may be taken by the Company or Stifel in
any jurisdiction in which the relevant Placee is incorporated or in which any
of its securities have a quotation on a recognised stock exchange;

25.        acknowledges that time shall be of the essence as regards to
its obligations pursuant to this Appendix;

26.        agrees that the Company, Stifel and their respective
affiliates and others will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and undertakings which are given
to Stifel on its own behalf and on behalf of the Company and are irrevocable
and are irrevocably authorised to produce this announcement or a copy thereof
to any interested party in any administrative or legal proceeding or official
inquiry with respect to the matters covered hereby;

27.        agrees to indemnify on an after-tax basis and hold the
Company, Stifel, the Investment Manager and their respective affiliates
harmless from any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any breach of
the representations, warranties, acknowledgements, agreements and undertakings
in this Appendix and further agrees that the provisions of this Appendix shall
survive after completion of the Placing;

28        acknowledges that no action has been or will be taken by any
of the Company, Stifel or any person acting on behalf of the Company or Stifel
that would, or is intended to, permit a public offer of the Placing Shares in
any country or jurisdiction where any such action for that purpose is
required;

29.        acknowledges that it is an institution that has knowledge
and experience in financial, business and international investment matters as
is required to evaluate the merits and risks of subscribing for the Placing
Shares. It further acknowledges that it is experienced in investing in
securities of this nature and in this sector and is aware that it may be
required to bear, and it, and any accounts for which it may be acting, are
able to bear, the economic risk of, and is able to sustain, a complete loss in
connection with the Placing. It has relied upon its own examination and due
diligence of the Company and its associates taken as a whole, and the terms of
the Placing, including the merits and risks involved;

30.        acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the trade confirmation or contract
note will continue, notwithstanding any amendment that may in the future be
made to the terms of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to the
Company's conduct of the Placing;

31.        acknowledges that Stifel or any of its affiliates acting as
an investor for its own account may take up shares in the Company and in that
capacity may retain, purchase or sell for its own account such shares and may
offer or sell such shares other than in connection with the Placing;

32.        represents and warrants that, if it is a pension fund or
investment company, its purchase of Placing Shares is in full compliance with
all applicable laws and regulation; and

33.        to the fullest extent permitted by law, it acknowledges and
agrees to the disclaimers contained in the Announcement, including this
Appendix.

The representations, warranties, acknowledgments and undertakings contained in
this Appendix are given to Stifel and the Company and are irrevocable and
shall not be capable of termination in any circumstances.

The agreement to settle a Placee's subscription (and/or the subscription of a
person for whom such Placee is contracting as agent) free of stamp duty and
stamp duty reserve tax depends on the settlement relating only to a
subscription by it and/or such person direct from the Company for the Placing
Shares in question. Such agreement assumes that the Placing Shares are not
being subscribed for in connection with arrangements to issue depositary
receipts or to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other subsequent
dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor Stifel will be responsible, and the
Placee to whom (or on behalf of whom, or in respect of the person for whom it
is participating in the Placing as an agent or nominee) the allocation,
allotment, issue or delivery of Placing Shares has given rise to such UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp
duty reserve tax forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and Stifel in the event that any of the Company and/or
Stifel has incurred any such liability to UK stamp duty or stamp duty reserve
tax. If this is the case, each Placee should seek its own advice and notify
Stifel accordingly.

In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription by them of any Placing Shares or the agreement by them to
subscribe for any Placing Shares.

Each Placee, and any person acting on behalf of the Placee, acknowledges that
Stifel does not owe any fiduciary or other duties to any Placee in respect of
any representations, warranties, undertakings or indemnities in the Placing
Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that Stifel or any of its affiliates may, at their absolute discretion,
agree to become a Placee in respect of some or all of the Placing Shares.

When a Placee or person acting on behalf of the Placee is dealing with Stifel,
any money held in an account with Stifel on behalf of the Placee and/or any
person acting on behalf of the Placee will not be treated as client money
within the meaning of the rules and regulations of the FCA made under the
FSMA. The Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence, this money
will not be segregated from Stifel's money in accordance with the client money
rules and will be used by Stifel in the course of its own business and the
Placee will rank only as a general creditor of Stifel.

All times and dates in this announcement (including this Appendix) may be
subject to amendment, and Placees' commitments, representations and warranties
are not conditional on any of the expected times and dates on in this
announcement (including this Appendix) being achieved. Stifel shall notify the
Placees and any person acting on behalf of the Placees of any changes.

Past performance is no guide to future performance and persons needing advice
should consult an appropriately qualified independent financial adviser.

Stifel is entitled, at its discretion and out of its own resources, at any
time to rebate to some or all of its investors, or to other parties (including
the Investment Manager), part or all of its fees relating to the Placing.

MISCELLANEOUS

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the Product Governance Requirements) may
otherwise have with respect thereto, the Placing Shares have been subject to a
product approval process, which has determined that the Placing Shares are:
(i) compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment, Placees should
note that: the price of the Placing Shares may decline and investors could
lose all or part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing Shares is
compatible only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate financial
or other adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without prejudice
to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing.  Furthermore, it is noted that,
notwithstanding the Target Market Assessment, Stifel will only procure
investors who meet the criteria of professional clients and eligible
counterparties. For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.

The content of this announcement has been prepared by, and is the sole
responsibility of, BlackRock Throgmorton Trust PLC.

The information contained in this announcement is given at the date of its
publication (unless otherwise marked) and is subject to updating, revision and
amendment from time to time. Neither the content of the Company's website nor
any website accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend", "estimate",
"expect" and words of similar meaning, include all matters that are not
historical facts. These forward-looking statements involve risks, assumptions
and uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements. Forward-looking
statements speak only as of the date of such statements and, except as
required by the FCA, the London Stock Exchange or applicable law, the Company
undertakes no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise.

Stifel, which is authorised and regulated in the United Kingdom by the FCA, is
acting exclusively for the Company and no-one else in connection with the
potential equity issue. Stifel will not regard any other person as its client
in relation to the potential issue and will not be responsible to anyone other
than the Company for providing the protections afforded to its clients, nor
for providing advice in relation to the potential issue, the contents of this
announcement or any transaction, arrangement or other matter referred to
herein.

None of the Investment Manager or Stifel, or any of their respective
directors, officers, employees, advisers, affiliates or agents, accepts any
responsibility or liability whatsoever for or makes any representation or
warranty, express or implied, as to this announcement, including the truth,
accuracy or completeness of the information in this announcement (or whether
any information has been omitted from the announcement) or for any loss
howsoever arising from any use of the announcement or its contents. The
Investment Manager and Stifel, and their respective directors, officers,
employees, advisers, affiliates or agents, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise have in respect of this announcement or its contents or otherwise
arising in connection therewith.

The processing of a Placee's personal data by the Company will be carried out
in compliance with the applicable data protection legislation and with its
Privacy Notice, a copy of which can be found on the Company's website at
https://www.blackrock.com/uk/individual/literature/policies/blackrock-throgmorton-trust-plc-privacy-policy.pdf

Each Placee acknowledges that it has read and understood the processing
activities carried out by the Company as informed in the referred Privacy
Notice.



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