REG-BlackRock Throg Tst: Publication of Circular and Notice of GM

Blackrock Throgmorton TrustAnnouncement

02/12/2020 07:05

BlackRock Throgmorton Trust PLC (the “Company”)

LEI: 5493003B7ETS1JEDPF59

Publication of Circular and Notice  of General Meeting

The Board has today published a circular (the "Circular") convening a general
meeting to be held at 12.00 noon on 18 December 2020 (the "General Meeting").

Since the Company's last annual general meeting held on 25 March 2020 (the
"2020 AGM"), the Ordinary Shares have regularly traded at a premium to net
asset value (NAV) per Ordinary Share, which indicates that there is ongoing
demand for the Ordinary Shares. In order to satisfy this demand, the Company
has issued over 7,444,617 million Ordinary Shares, at a premium to the
prevailing NAV at the time of issue sufficient to cover issuance costs, such
that NAV per Ordinary Share was not diluted for existing shareholders, raising
over £43 million of new capital. As a result, the Director's share issuance
authority to allot and issue, or sell from treasury, Ordinary Shares on a non
pre-emptive basis granted by shareholders at the 2020 AGM has been
substantially utilised. 

The Directors consider that it is in shareholders’ interests that the
Company continues to have the flexibility to issue Ordinary Shares in order to
provide liquidity, and to ensure that it can manage the premium to NAV at
which its Ordinary Shares may trade, in line with its discount/premium control
policy. The Board therefore wishes to put forward proposals to shareholders
that will enable the Company to continue issuing Ordinary Shares, renewing the
Board's general authority to issue Ordinary Shares on a non pre-emptive basis,
up to an amount representing 10 per cent of the Company's issued share capital
(the “Proposals”).

As Ordinary Shares will only be issued under the Proposals at a premium to the
prevailing NAV at the time of issue intended to exceed the expected costs and
expenses of the relevant issue, the prevailing NAV per Ordinary Shares is not
expected to be diluted as a result of the Proposals.

Further details of, and reasons for, the Proposals are set out in the
Circular.

 The General Meeting

The Proposals being put forward are conditional on the approval of
shareholders at the General Meeting.  In light of the ongoing COVID-19
pandemic and the measures imposed by the UK Government to combat the spread of
the virus, the General Meeting will be run as a closed meeting and
shareholders will not be permitted to attend in person. The General Meeting
will be convened with the minimum quorum of shareholders in order to conduct
the business of the meeting, any other persons will be refused entry and all
votes will be taken by poll so that all proxy votes are counted. Accordingly,
all shareholders are asked to submit their proxy in advance of the General
Meeting, either by completing the Form of Proxy provided, or online by
following the instruction set out on the Form of Proxy. If you wish to appoint
a proxy, it is recommended that you appoint the Chairman given the
restrictions on attendance at the General Meeting. The Board and the Company's
Manager, BlackRock, will ensure that a quorum of two shareholders are present
at the General Meeting to allow it to take place and for the proxy voting to
be taken on a poll. 

The Company continues to monitor developments relating to the current outbreak
of COVID-19, including the guidance and legislation issued by the UK
Government. Any changes to the arrangements set out above will be notified to
shareholders by an announcement through a Regulatory Information Service.

 Expected timetable

 Latest time and date for receipt of Forms of Proxy or transmission of CREST Proxy Instructions for the General Meeting  12.00 noon on 16 December 2020  
 General Meeting                                                                                                         12.00 noon on 18 December 2020  
 All references to timings in this announcement are to London time unless otherwise stated.                                                              

 Terms used and not defined in this announcement shall have the meanings
given to them in the Circular.

A copy of the Circular has been submitted to the National Storage Mechanism
and will shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism

The Circular will also shortly be available on the Company's website at:

www.blackrock.com/uk/thrg/gm-circular

Contact details for queries:

BlackRock Investment Management (UK) Limited
Simon White
Kevin Mayger
Tel: 020 7743 1098

Stifel Nicolaus Europe Limited
Mark Bloomfield
Maarten Freeriks
Tel: 020 7710 7600 



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