BlackRock Smaller Companies Trust Plc – Result of Tender Offer

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, 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

30 March 2026

BlackRock Smaller Companies Trust plc (the «Company» or «BRSC»)

Result of Tender Offer

Further to its announcement of 20 February in which it set out proposals for the
combination of BlackRock Smaller Companies Trust plc with BlackRock Throgmorton
Trust plc («THRG»), as part of which the Company will undertake a tender offer
(the «Tender Offer») for up to 28 per cent. of its issued share capital, the
BRSC Board today announces the results of the Tender Offer.

A total of 18,893,897 Shares have been tendered by Shareholders, representing
47.46 per cent. of the Company’s issued share capital. Shareholders were
entitled to tender up to 28 per cent. of their respective shareholdings (the
«Basic Entitlement»), and could seek to tender additional Shares, such excess
tenders to be satisfied on a pro rata basis to the extent that other
Shareholders tendered less than their aggregate Basic Entitlements. On the basis
of tender applications received, the Basic Entitlements of all Shareholders who
have validly tendered their Shares will be accepted in full, and excess tenders
will be satisfied to the extent of approximately 23.94 per cent. of the excess
Shares tendered. Accordingly, 11,147,581 Shares will be repurchased in aggregate
pursuant to the Tender Offer, representing 28 per cent. of the Company’s issued
share capital.

As announced earlier today, BRSC Shareholders have now approved both the
proposed combination of the Company with THRG and the Tender Offer. However,
implementation of the Tender Offer remains subject to (inter alia) THRG
Shareholders approving the winding-up of THRG at a General Meeting to be held on
16 April 2026. It is currently envisaged that realisation of the assets held in
the Tender Pool which will be established for the purposes of the Tender Offer
will be completed in or around the week commencing 29 June 2026, with the final
Tender Price and payment date to be announced by the Company shortly thereafter.

Defined terms used in this announcement have the meanings given in the
shareholder circular published by the Company and dated 20 February 2026, unless
the context otherwise requires.

Enquiries:

BlackRock Smaller Companies [email protected]
Trust plc
         +44 (0)20 7743 1869
Ronald Gould via Burson
Buchanan

BlackRock Investment
Management (UK) Limited

Company Secretary to
BlackRock Smaller Companies
Trust plc
Investec Bank plc (Financial          +44 (0)20 7597 4000
adviser and Corporate Broker)

David Yovichic

Helen Goldsmith

Denis Flanagan
Burson Buchanan (Financial [email protected]
PR)
+44 (0)7788 528143
Henry Wilson

Helen Tarbet

Nick Croysdill

Important Information

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.

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.

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