BlackRock Throgmorton Trust Plc - Result of Second General Meeting and Scheme Entitlements

NOT FOR DISTRIBUTION IN THE UNITED STATES.

 

Legal Entity Identifier: 5493003B7ETS1JEDPF59

 

16 April 2026

 

BlackRock Throgmorton Trust plc

 

Result of Second General Meeting and Scheme Entitlements

 

In connection with the proposals for a combination of BlackRock Throgmorton Trust plc (the " Company ") with BlackRock Smaller Companies Trust plc (" BRSC ") by way of a scheme of reconstruction of the Company under Section 110 of the Insolvency Act 1986 (the " Scheme "), the Board of the Company announces the result of the Second General Meeting and the Scheme entitlements.

 

Defined terms used in this announcement have the meanings given in the Company's circular to Shareholders dated 20 February 2026 (the " Circular "), unless the context otherwise requires.

 

The Circular is available for inspection at the National Storage Mechanism which is located at   https://data.fca.org.uk/a/nsm/nationalstoragemechanism and on the Company's website at   www.blackrock.com/uk/thrg .

 

Result of Second General Meeting

 

The Company announces that the special resolution to place the Company into members' voluntary liquidation was voted on and approved by Shareholders at the Second General Meeting held earlier today. Accordingly, Derek Hyslop and Richard Barker, both of Ernst & Young LLP, 1 More London Place, London, SE1 2AF, have been appointed as joint liquidators of the Company. Details of the number of votes cast for, against and withheld in respect of the resolution, which was held on a poll, is set out below and will also be published on the Company's website. The full text of the special resolution can be found in the Notice of Second General Meeting contained in the Circular.

 

Notes:

1. The number of Ordinary Shares in issue as at the voting record time of 6.30 p.m. (London time) on 14 April 2026 (the " Voting Record Time ") was 75,033,364. Therefore, the total number of voting rights in the Company as at the Voting Record Time was 75,033,364.

2. A vote "withheld" is not a vote in law and has not been counted as a vote "for" or "against" the resolution.

Suspension and Cancellation of Reclassified Shares

The Company's Reclassified Shares were suspended from listing on the Official List of the Financial Conduct Authority at 7.30 a.m. this morning, 16 April 2026, in anticipation of the Second General Meeting.

The Company, through its advisers, has notified the Financial Conduct Authority and the London Stock Exchange of the Company's intention to cancel the Company's admission of the Reclassified Shares to listing and trading following the realisation of the Cash Pool.

Scheme Entitlements

As at the Calculation Date the entitlements calculated in accordance with the terms of the Scheme were as follows:

• THRG Rollover FAV per Share: 652.691588 pence
• BRSC FAV per Share: 1,453.324229 pence

For Shareholders who were deemed to have elected to receive New BRSC Shares, each Reclassified Share with "A" rights attached to it will receive 0.449103 New BRSC Shares.

In accordance with the Circular, Shareholders who were deemed to have elected for the Rollover Option will receive their New BRSC Shares   via   CREST on 17 April 2026 and, in relation to certificated Shareholders, share certificates in respect of New BRSC Shares will be despatched by no later than 30 April 2026.

Fractional Entitlements

Fractional entitlements to New BRSC Shares will not be issued pursuant to the Scheme and entitlements will be rounded down to the nearest whole number of New BRSC Shares. All fractional entitlements to New BRSC Shares will be aggregated and sold in the market as soon as practicable after the Effective Date. The net proceeds of such sale (after deduction of all expenses and commissions incurred in connection with the sale) will be distributed in due proportions to Shareholders who would otherwise have been entitled to such fractions provided that individual entitlements to amounts of less than £5.00 will not be paid to Shareholders but will be retained for the benefit of the Enlarged BRSC.

Cash Option

As at the Calculation Date the THRG Cash Pool FAV was £183,753,872.58, giving a THRG Cash FAV per Share of 644.463741 pence. As set out in the Circular, assets in the Cash Pool will now be realised for the benefit of Shareholders of Reclassified Shares with "B" rights.

The exact timing of the payment and the amount of Shareholders' Cash Entitlements will depend on the realisation of the assets in the Cash Pool which is expected to take approximately 8 weeks. This estimate is based on historic daily traded volumes for portfolio stocks however past trading history is no indicator of future liquidity and the full realisation of assets in the Cash Pool may take longer depending on prevailing market conditions. There may be more than one payment made in respect of Cash Entitlements to reflect the fact that a substantial majority of the assets in the Cash Pool may be realised quickly but that the balance may take longer to realise.

Liquidation

As noted in the Circular, the Directors have set aside sufficient assets in the Liquidation Pool to meet all estimated liabilities and contingencies, including the costs of the winding up of the Company and the costs   of implementing the Scheme. The Directors have also provided in the Liquidation Pool for a retention of £100,000 which they, together with the joint Liquidators, consider sufficient to meet any unknown or unascertained liabilities of the Company.

The Liquidation Pool will be applied by the joint Liquidators in discharging all current and future actual and contingent liabilities of the Company. Any balance remaining after discharging such liabilities from the Liquidation Pool will in due course be distributed to Shareholders   pro rata   to their respective holdings of Ordinary Shares in accordance with the terms of the Scheme.

Following the appointment of the joint Liquidators, all further enquiries regarding the Company should be made to the joint Liquidators, whose contact details are below.

For further information please contact:

 

END

 

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.