BlackRock Smaller Companies Trust Plc – Results of the Scheme

BlackRock Smaller Companies Trust Plc – Results of the Scheme

PR Newswire

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 «Circular»), 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 of60,705,371 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:

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

This information was brought to you by Cision http://news.cision.com
The following files are available for download:
https://mb.cision.com/Main/22402/4336031/4042007.pdf Release

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