BLACKROCK THROGMORTON TRUST PLC
Publication of Circular
In order to meet the continuing demand for ordinary shares in BlackRock Throgmorton Trust plc ("Ordinary Shares"), the Board of Directors of the Company is seeking additional authority to issue Ordinary Shares and/or sell Ordinary Shares from treasury on a non-pre-emptive basis.
Since 15 November 2019, the Company has been selling Ordinary Shares out of Treasury from time to time. To date, BlackRock Throgmorton Trust has sold 5,453,615 of the 7,400,000 Ordinary Shares held in Treasury as at that date. Under the authorities granted at the 2019 AGM, the Company has authority to disapply pre-emption rights for the issuance and/or sale from treasury of up to 7,313,020 Ordinary Shares.
While the Directors propose to obtain replacement share issuance authorities at the Company's upcoming annual general meeting to be held on 25 March 2020 (the "2020 AGM"), at the current going-rate of issuance they expect to exhaust their existing authority to issue/sell shares non-pre-emptively in February 2020, around one month in advance of this. This would leave the Company unable to issue Ordinary Shares or sell Ordinary Shares from treasury non-pre-emptively during this one-month period.
The Directors consider that it is in Shareholders' interests that the Company has, at all times, the flexibility to issue Ordinary Shares and/or sell Ordinary Shares from treasury in order to ensure that it can manage the premium to NAV at which its Ordinary Shares may trade, in line with its discount/premium control policy.
The Directors are accordingly convening a General Meeting to be held at the offices of BlackRock Investment Management (UK) Limited at 12 Throgmorton Avenue, London EC2N 2DL on 27 February 2020 at 11.00 a.m., at which a resolution will be put to Shareholders to disapply statutory pre-emption rights in connection with the allotment and/or sale from treasury of Ordinary Shares up to an aggregate nominal amount of £365,651 (representing 7,313,020 Ordinary Shares) (the "New Authority"), such authority to expire at the conclusion of the 2020 AGM to be held in March.
Any Ordinary Shares issued or sold from treasury pursuant to the New Authority will be issued or sold at a premium to the prevailing Net Asset Value per Ordinary Share (cum-income) at the time of issue/sale intended to exceed the costs and expenses of the relevant issue/sale including any placing commissions. Any use of the New Authority is therefore expected to be accretive to the Net Asset Value per Ordinary Share.
The Company has today published and posted to Shareholders a notice of general meeting and related explanatory circular (the "Circular") to convene the General Meeting.
A copy of the Circular has been submitted to the Financial Conduct Authority and will be available for inspection at the National Storage Mechanism which is located at www.morningstar.co.uk/uk/nsm.
The Circular will also shortly be available on the Company's website at: www.blackrock.com/uk/thrg/gm-circular
Simon White/Kevin Mayger
BlackRock Investment Management (UK) Limited
Tel: 020 7743 3000
Stifel Nicolaus Europe Limited
Tel: 020 7 710 7600