BlackRock Smaller Companies Trust Plc - Results of the Scheme

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:

 

 

 

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.