BlackRock Smaller Companies Trust Plc - Completion of Tender Offer

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

 

 

23 June 2026

 

BlackRock Smaller Companies Trust plc (the "Company")

Completion of Tender Offer

 

Further to its announcements of 30 March 2026 and 16 June 2026, the Company announces that, in connection with its Tender Offer for up to 28 per cent. of the issued Share capital of the Company, it has today repurchased 11,147,581 Shares pursuant to the Tender Offer, representing 28 per cent. of the Company's issued Share capital, excluding treasury shares, as at 30 March 2026. The Tender Price per Share was 1,461.457567 pence.   All of the Tendered Shares repurchased will be cancelled by the Company.

 

It is expected that payments in respect of Tendered Shares held in uncertificated form will be made in CREST on 23 June 2026 and that cheques will be dispatched on 23 June 2026 in respect of Tendered Shares held in certificated form. Balancing share certificates in respect of unsold certificated Shares will be despatched by 10 July following the Company's five-for-one Share sub-division becoming effective on Wednesday, 1 July 2026 (as announced by the Company on 19 June 2026).

 

Following the above purchase, the Company's issued ordinary share capital is 59,738,521 Shares of 25 pence each, of which 10,645,731 Shares are held in treasury.

 

As treasury shares have no voting rights, the total number of voting rights in the Company is now 49,092,790. Shareholders should use this figure as the denominator for calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure Guidance and Transparency Rules.

 

Defined terms used in this announcement shall, unless the context requires otherwise, have the meanings ascribed to them in the circular to Shareholders published by the Company on 20 February 2026.

 

 

Enquiries:

 

 

Important Information

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.