BlackRock Smaller Companies Trust Plc - Combination of BlackRock Smaller Companies Trust plc and BlackRock Throgmorton Trust plc
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Legal Entity Identifier: 549300MS535KC2WH4082
Combination of
Publication of a circular in connection with recommended Proposals for (i) a Tender Offer for up to 28 per cent. of the issued share capital of the Company; (ii) the issue of New Shares pursuant to a scheme of reconstruction and members’ voluntary winding up of BlackRock Throgmorton Trust plc under section 110 of the Insolvency Act 1986; (iii) the adoption of a New Investment Policy; and (iv) the Sub-division of the Existing Shares
(the "Proposals")
Introduction
The Board of
The Combination, if approved by both sets of Shareholders, will be effected by way of a scheme of reconstruction and members' voluntary winding up of THRG under section 110 of the Insolvency Act (the “ Scheme ”) and the issue of new ordinary shares in the Company (the “ New Shares ”) (the “ Scheme Issue ”) to THRG Shareholders who are deemed to have elected to roll over their investment into the Enlarged BRSC.
In connection with the Proposals, Eligible Shareholders will have the option to elect for a cash exit in respect of a proportion of their shareholding in the Company at a discount of 1.0 per cent. to NAV. The Company's cash exit will be implemented by way of a tender offer and will be limited to up to 28 per cent. of the Company's issued share capital (excluding Shares held in treasury) (the "
Tender Offer
").
The record date for participating in the Tender Offer is
As part of the Scheme, THRG will also offer a cash exit opportunity to THRG Shareholders for up to 38 per cent. of THRG’s issued share capital, subject to a 1.0 per cent. discount to NAV.
As at the Latest Practicable Date,
In addition, BRSC and THRG have received letters of intent to vote in favour of the Proposals from other shareholders representing, in aggregate, 23.9 per cent. of BRSC’s issued share capital and 12.0 per cent. of THRG’s issued share capital, in each case excluding shares held in treasury.
Following implementation of the Scheme, the Company will continue to be managed by
Following completion of the Combination,
The Company has published a circular (the " Circular ") to Shareholders in connection with the Proposals, which includes a notice of general meeting (the " General Meeting ").
-- Greater scale and improved liquidity - providing exposure to a diverse
range of high-quality UK smaller companies with excellent growth
prospects
-- Cost savings - through a revised management fee structure
-- Immediate value realisation opportunity - through a tender offer to be
made available to the Company’s Shareholders prior to implementation of
the Combination
-- Conditional exit opportunity - introduction of a triennial 100 per cent.
conditional tender offer, linked to performance against the Benchmark
-- Management expertise - enlarged portfolio management team with Roland
Arnold continuing as lead portfolio manager, joined by Dan Whitestone ,
the current portfolio manager of THRG, as co-manager.
“This proposed combination represents an exciting opportunity for our Shareholders: they will maintain their exposure to this highly attractive sub-sector with an enhanced management team whilst gaining the added benefit of being part of a larger and more liquid vehicle with reduced fees which we believe will have the lowest ongoing charges of those companies in the AIC
The
Our proposal has been carefully constructed to deliver value to Shareholders. Those who wish to realise value immediately at a 1.0 per cent. discount to NAV will have an opportunity to do so, whilst those who stay invested will benefit from a triennial 100% conditional tender offer to keep the management team focused on driving performance. I have every confidence that the Enlarged BRSC will become the go-to vehicle for investment trust investors seeking exposure to a best-in-class growth portfolio of
Benefits of the Proposals
The Proposals are expected to result in substantial benefits for both BRSC and THRG Shareholders, including the following:
-- Scale: following completion of the Combination and the Tender Offer, the
Enlarged BRSC is expected to have net assets of approximately £780
million (on the basis of the trusts’ respective net asset values as at
16 February 2026 and assuming full take up of both the Tender Offer and
the THRG cash option), consolidating its position as the largest
growth-focused trust in the AIC’s UK Smaller Companies sector. This
increase in scale is expected to (i) improve secondary market liquidity
for continuing shareholders; (ii) support the marketability of the
Enlarged BRSC; and (iii) provide the Board with additional flexibility
in pursuing discount control initiatives.
-- Continuity:shareholders in the Enlarged BRSC will benefit from
continuity of management, investment approach and dividend track-record,
including in the following respects:
o Combined portfolio manager expertise:the Combination will bring together two highly experienced and well-regardedUK Smaller Companies managers,Roland Arnold andDan Whitestone , who will co-manage the Enlarged BRSC with a clear and distinctive investment strategy and process that has proven successful over the long term.
o Investment approach: BRSC and THRG pursue comparable investment approaches and currently have a significant level of portfolio overlap with over 75 per cent. of BRSC’s portfolio (by value) invested in companies that are also held by THRG (as at31 January 2026 ). The Enlarged BRSC will create a single BlackRock-managedUK smaller companies trust which will continue to prioritise quality growth in its portfolio composition, consistent with BRSC’s existing investment approach, and with the flexibility for a 15 per cent. allocation to global small cap, in line with THRG’s current investment policy.
o Attractive dividend policy:the Enlarged BRSC's dividend policy is expected to build on the track record achieved by the Company, which has delivered annual dividend growth for more than 20 years and is categorised as a “Dividend Hero” by the AIC.
-- Compelling long-term prospects:the Board believes that UK smaller
companies continue to offer attractive long-term investment
opportunities, notwithstanding a challenging period for the sector in
recent years. The Investment Manager believes that the prolonged
de-rating of the sector has created a more compelling entry point, with
valuations historically cheap, while a number of potential cyclical and
structural tailwinds are beginning to emerge, including easing
interest-rate expectations and sustained corporate and private-equity
interest in the UK market, particularly among undervalued mid and
smaller companies. While market conditions have not favoured the
respective investment managers’ quality growth investment style over the
shorter term, both BRSC and THRG have demonstrated the ability to
deliver strong long-term performance, having outperformed their
respective benchmarks over the last 10 years, delivering a NAV total
return of approximately 97.2 per cent. and 128.9 per cent.,
respectively. The Board considers that the combination of resilient
business fundamentals, attractive valuations and the increased scale and
resources of the Enlarged BRSC provide a supportive backdrop for
long-term investors.
-- Immediate cash exit opportunity: while the Board believes the benefits
and strategic rationale of the Combination are compelling for continuing
shareholders, a cash exit option has been included to accommodate
shareholders wishing to realise part of their investment. Accordingly,
Eligible Shareholders in BRSC and THRG will each have the option to
elect for a cash exit in respect of a proportion of their shareholding
as part of the Combination, at a discount of 1.0 per cent. to NAV. The
BRSC cash exit will be implemented by way of the Tender Offer for up to
28 per cent. of the Company’s Shares in issue as at the Tender Offer
Record Date (excluding Shares held in treasury), while the THRG cash
exit will be limited to up to 38 per cent. of THRG’s issued share
capital (excluding THRG Shares held in treasury).
-- Triennial 100 per cent. conditional tender offer: subject to completion
of the Combination, the Company will introduce a triennial
performance-related tender offer for up to 100 per cent. of its issued
share capital (excluding Shares held in treasury) at a 4 per cent.
discount to net asset value (less costs), which will be triggered if the
Enlarged BRSC underperforms its Benchmark, the Deutsche Numis Smaller
Companies plus AIM (excluding Investment Companies) Index, over the
relevant performance period. It is expected that the first such tender
offer, were it to be triggered, would be in 2029.
-- Reduced management fees: subject to completion of the Combination,
BlackRock has agreed a revised management fee structure for the Enlarged
BRSC. If implemented, with effect from Admission, the management fee
payable by the Enlarged BRSC to BlackRock will be equal to (i) 0.5 per
cent. per annum on the first £500 million of NAV; (ii) 0.475 per cent.
per annum on the NAV between £500 million and £750 million; and (iii)
0.45 per cent. per annum on the NAV in excess of £750 million. This
represents a material reduction in the current BRSC management fee and a
removal of the performance fee for THRG shareholders who roll over their
investment, while maintaining a competitive fee structure for the
Enlarged BRSC. If adopted, the revised management fee will be the lowest
in the AIC’s UK Smaller Companies sector for an investment company
without a performance fee.
-- Lower ongoing charges: the Proposals are expected to deliver greater
cost efficiencies through scale and, together with the revised
management fee arrangements, result in an estimated ongoing charges
ratio for the Enlarged BRSC of approximately 0.63 per cent. (excluding
the benefit of the BlackRock Cost Contribution described below). This
compares with BRSC’s ongoing charges ratio of 0.8 per cent. (in respect
of the year ended 28 February 2025 ) and THRG’s average ongoing charges
ratio of 0.82 per cent. (over the five years to 30 November 2025 ,
including performance fees). On this basis, the Enlarged BRSC is
expected to have the lowest ongoing charges ratio amongst investment
companies in the AIC’s UK Smaller Companies sector that do not charge a
performance fee.
-- BlackRock Cost Contribution: BlackRock has agreed to make a cost
contribution in connection with the Combination by way of a fee waiver
equivalent to six months of management fees on the Net Asset Value of
the Enlarged BRSC immediately following completion of the Combination.
This contribution is expected to be sufficient to ensure that all (or
substantially all) costs of the Proposals are covered, so that
continuing BRSC and THRG shareholders suffer no (or no material) NAV
dilution (assuming that the Tender Offer and THRG Cash Option are taken
up in full).
The Scheme
Overview of the Scheme
The Scheme will be effected by way of a scheme of reconstruction of THRG under section 110 of the Insolvency Act, resulting in the members’ voluntary winding up of THRG and the transfer of part of THRG’s cash, assets and undertaking to the Company on a formula asset value (“ FAV ”) for FAV basis.
Under the Scheme, Eligible THRG Shareholders will be entitled to elect to receive in respect of some or all of their THRG Shares:
-- New Shares (the “Rollover Option”); and/or
-- cash (the “Cash Option”).
The Cash Option, which is limited to 38 per cent. of the THRG Shares in issue (excluding THRG Shares held in treasury), will be offered at a 1.0 per cent discount to the THRG NAV (after adding back any costs relating to the implementation of the Combination already incurred or accrued in the THRG NAV), with portfolio realisation costs to be borne by those THRG Shareholders electing for the Cash Option. Should total elections for the Cash Option exceed 38 per cent. of the THRG Shares in issue (excluding THRG Shares held in treasury), excess elections for the Cash Option will be scaled back into New Shares on a pro rata basis.
New Shares in BRSC will be issued to THRG Shareholders as the default option under the Scheme in the event that they do not make a valid election for the Cash Option under the Scheme or only elect for the Cash Option in respect of a proportion of their Shares, or to the extent elections for the Cash Option are scaled back as a result of the Cash Option being oversubscribed.
Conditions of the Scheme
Implementation of the Scheme is subject to a number of conditions, including:
-- the Directors and the THRG Directors resolving to proceed with the
Scheme;
-- the passing of the THRG Resolutions to approve the Scheme and the
winding up of THRG at the THRG General Meetings and the Scheme becoming
unconditional in all respects (including the Transfer Agreement becoming
unconditional in all respects);
-- the passing of Resolution 1 (approval of the Scheme Issue) and such
Resolution becoming unconditional in all respects;
-- the passing of Resolution 4 (approval of the Tender Offer) and the
Tender Offer not having been terminated, and the Saba Tender Condition
being satisfied (at the Board’s sole discretion);
-- an election for the Cash Option being made in respect of all (or
substantially all, to be determined by the THRG Board and the Board, in
their sole discretion) of the THRG Shares beneficially owned by the Saba
Investment Vehicles, or in respect of which the Saba Investment Vehicles
have an economic interest, or such lesser number as may be agreed
between the THRG Board and the Board; and
-- the London Stock Exchange agreeing to admit the New Shares to trading on
the Main Market, subject only to allotment.
Unless the conditions referred to above have been satisfied or, to the extent permitted, waived by both the Company and THRG on or before
New Management Fee
As part of the Combination, and conditional upon the Scheme being implemented, the Company and BlackRock have agreed a new management fee structure pursuant to which BlackRock will be paid an annual fee for its management services to the Enlarged BRSC, charged on NAV and calculated as follows:
i. 0.50 per cent. on the first £500 million; ii. 0.475 per cent. on the value between £500 million and £750 million; and iii. 0.45 per cent. on the value in excess of £750 million,
the " New Management Fee ".
The New Management Fee will apply with effect from Admission of the New Shares under the Scheme.
The New Management Fee represents a reduction in the current BRSC management fee (a tiered fee of 0.60 per cent. per annum on the first £750 million of the Company’s NAV, reducing to 0.50 per cent. thereafter) and a removal of the performance fee for THRG Shareholders who roll over their investment, while maintaining a competitive fee structure for the Enlarged BRSC. If adopted, the New Management Fee will be the lowest in the AIC’s
The BlackRock Cost Contribution
BlackRock has agreed to make a contribution to the costs of the Combination by means of a temporary waiver of the management fee that would otherwise be payable by the Enlarged BRSC. The fee waiver will be for an amount equal to six months of the New Management Fee charged on the NAV of the Enlarged BRSC immediately following completion of the Combination (the “
BlackRock Cost Contribution
”). Based on the respective NAVs of BRSC and THRG as at
The benefit of the BlackRock Cost Contribution will be apportioned between BRSC and THRG as further described in Part 3 of the Circular.
In the event that the Scheme does not proceed, each of the Company and THRG will bear its own costs.
Investment Management Arrangements
The Enlarged BRSC will largely follow the Company’s current investment strategy, seeking to achieve long-term capital growth through investing predominantly in
The Enlarged BRSC’s portfolio will be managed by
Dan and Roland have worked closely with each other as members of BlackRock’s Emerging Companies team for over a decade. Dan is currently head of this team which comprises four portfolio managers, all of whom collaborate with research and sharing investment ideas. The Emerging Companies team operates as a separate unit within BlackRock’s Fundamental Equity division, and benefits from the considerable resources of this wider platform. The portfolio managers are responsible for portfolio management and research, while account management responsibilities are covered by product strategists, client relationship managers and fund administrators. In addition, the team has a core portfolio manager, who provides support to portfolio managers in the portfolio implementation process.
Investment Objective and Policy
If the Combination is approved and implemented, the investment objective of the Enlarged BRSC will replicate the Company’s current investment objective, seeking to achieve long-term capital growth for Shareholders through investment mainly in smaller
However, as part of the Combination, the Board is proposing certain amendments to the Company’s investment policy which will be subject to Shareholder approval. Under the proposed revised investment policy (the “
New Investment Policy
”), the Investment Manager will continue to seek to achieve the Company’s investment objective through investing predominantly in listed
The
Tender Offer
Background to and reasons for the Tender Offer
The Board is proposing the Tender Offer in order to allow a realisation opportunity for the Company’s Shareholders who may wish to receive some cash prior to implementation of the Combination. The Tender Offer is for up to 28 per cent. of the Company’s Shares in issue as at the Tender Offer Record Date (excluding Shares held in treasury), and will provide Eligible Shareholders who wish to exit with the opportunity to do so, subject to the overall limits of the Tender Offer.
While offering Shareholders this exit opportunity, the Board remains of the belief that
Summary of the Tender Offer
-- Eligible Shareholders will be able to tender up to 28 per cent. of their
holding of Shares in the Company.
-- Eligible Shareholders may also tender additional Shares, but any such
excess tenders above the Tender Offer Basic Entitlement will only be
satisfied, on a pro rata basis, to the extent that other Eligible
Shareholders tender less than their aggregate Tender Offer Basic
Entitlement.
-- Following receipt of all valid elections for the Tender Offer (and if
the Resolutions to approve the Tender Offer and the Scheme Issue are
passed at the General Meeting and the Tender Offer is not otherwise
terminated), the Company will notionally allocate its assets and
liabilities between two pools as follows:
o a pool of investments, cash, other assets and liabilities attributable to the Shares that are validly tendered pursuant to the Tender Offer (the “Tender Pool”); and
o a pool of investments, cash, other assets and liabilities attributable to the Shares that are not so tendered (the “Continuation Pool”).
-- A pro rata portion of the Company’s assets and liabilities will be
allocated to the Tender Pool corresponding to the proportion of Shares
validly tendered, but adjusted to: (i) take account of the BRSC Second
Interim Dividend that is attributable to the Tendered Shares (to the
extent that such dividend has not already been accrued in the Company’s
NAV); (ii) add back the value of any costs relating to the
implementation of the Combination already incurred by the Company or
accrued in the Company’s NAV; and (iii) deduct a 1.0 per cent. discount.
The balance of the Company’s assets and liabilities will be allocated to
the Continuation Pool . As far as practicable, all holdings within the
Company’s Portfolio will be split between the Tender Pool and the
Continuation Pool in proportion to the Shares validly tendered or not
tendered respectively (being the “Relevant Proportion”).
-- The Tender Pool will be realised for cash in a disciplined manner in
order to maximise value for Exiting Shareholders.
-- The Tender Price at which Tendered Shares will be sold by Eligible
Shareholders under the Tender Offer will be based on the pro rata
realised value of the Tender Pool .
Further information on the Tender Offer is set out in Part 2 and Part 5 of the Circular and the terms and conditions of the Tender Offer are set out in Part 6 of the Circular.
Conditions of the Tender Offer
Implementation of the Tender Offer is subject to a number of conditions which are set out in Part 6 of the Circular. The Tender Offer Conditions include (without limitation):
-- The passing of a special resolution by Shareholders to approve the
Tender Offer (Resolution 4): In accordance with usual market practice,
the Tender Offer will be subject to the passing of a special resolution
(which requires not less than 75 per cent. of the votes cast by
Shareholders present, in person or by proxy, at the General Meeting to
be voted in favour of the resolution in order to proceed).
-- The passing of an ordinary resolution by Shareholders to approve the
Scheme Issue (Resolution 1): Implementation of the Tender Offer is
conditional on Shareholders approving the Scheme Issue. If this
resolution is not passed by Shareholders, the Board will terminate the
Tender Offer with immediate effect.
-- The Saba Tender Condition: The Tender Offer is also conditional on Saba
(including the Saba Investment Vehicles) validly electing to tender all
(or substantially all, to be determined by the BRSC Board, in its sole
discretion) the Shares in which Saba or the Saba Investment Vehicles
have an interest as at the Tender Offer Closing Date (the “Saba Tender
Condition”).
Saba Standstill Agreements and Irrevocables
As more fully detailed in the Company’s announcement of
In connection with the Proposals, and following constructive discussions, Saba and the Company have agreed to amend the terms of the existing Standstill Agreement to extend the term of the agreement to
THRG has received an irrevocable undertaking from Saba pursuant to which Saba has undertaken, among other things, to use best endeavours to: (i) procure that all the votes attaching to the THRG Shares in respect of which the Saba Investment Vehicles have beneficial interests or are otherwise able to control the right to exercise voting rights at the relevant record dates for voting are cast in favour of the THRG Resolutions; and (ii) procure that an election for the Cash Option is made in respect of all of the THRG Shares which are beneficially owned by the Saba Investment Vehicles (including beneficial interests held through any financial instruments) as at the latest date for electing for the Cash Option under the Scheme.
As at
In addition, the Company and THRG have received letters of intent to vote in favour of the Proposals from other shareholders representing, in aggregate, 23.9 per cent. of the Company’s issued Share capital and 12.0 per cent. of THRG’s issued share capital, in each case excluding shares held in treasury.
Gearing
The portfolio managers will continue to make tactical use of gearing dependent on prevailing market conditions and the use of which is subject to a maximum level of 20 per cent. of net assets at the time of investment. Under normal operating conditions it is envisaged that gearing will be within a range of 0 per cent. to 15 per cent. of net assets.
Share Rating
While the Board regards the Company’s share rating at any particular time as primarily a reflection of sentiment towards the sector alongside portfolio performance, both in absolute terms and relative to the peer group, it recognises that there are a number of other factors which can have a material impact in the context of driving demand for the Company’s shares. The Proposals include a number of features which are designed with that in mind: the refreshed investment proposition; the new highly competitive management fee structure; the attractive estimated ongoing charges ratio of the Enlarged BRSC; and the triennial 100 per cent. performance-related conditional tender offer to be made available to shareholders. The Board is also introducing quarterly dividend payments in place of the current bi-annual dividend payments from
Proposed Changes to the Board
It is intended that, following completion of the Scheme,
Share Sub-division
Since BlackRock was appointed as manager in
Following the Sub-division, each Shareholder will hold five Sub-divided Shares for each Existing Share they held immediately prior to the Sub-division. Whilst the Sub-division will increase the number of ordinary shares the Company has in issue, the Net Asset Value per share and market price immediately after the Sub-division are expected to become one-fifth of their respective values immediately preceding the Sub-division. The Sub-division will therefore not itself affect the overall value of a Shareholder’s holding in the Company. The Sub-divided Shares will rank equally with each other and will carry the same rights and be subject to the same restrictions (save as to nominal value) as the Existing Shares, including the same rights to participate in dividends paid by the Company.
The Sub-division requires the approval of Shareholders and, accordingly, Resolution 3 in the Notice of General Meeting seeks this approval. If Resolution 3 is passed and becomes unconditional, the Sub-division will become effective on admission of the Sub-divided Shares, which is expected to be at
General Meeting
The Proposals are conditional, among other things, upon Shareholders’ approval of the Resolutions to be proposed at the General Meeting. A notice convening the General Meeting, which will be held at
For the avoidance of doubt:
-- the Scheme Issue is conditional on Shareholders approving the Tender
Offer;
-- the Tender Offer is conditional on Shareholders approving the Scheme
Issue;
-- the Investment Policy Change is conditional on Shareholders approving
both the Scheme Issue and the Tender Offer; and
-- the Sub-division is not conditional on the passing of any other
Resolution and as such stands alone.
The full terms of each Resolution are set out in the Notice of General Meeting.
Recommendation
The Board, which has been so advised by Investec, considers that the Proposals and the Resolutions are in the best interests of the Company and its Shareholders as a whole. In advising the Board, Investec has taken into account the Board’s commercial assessment of the Proposals.
Accordingly, for the reasons set out above, the Board recommends unanimously that all Shareholders VOTE IN FAVOUR of each of the Resolutions to be proposed at the General Meeting, as the Directors intend to do in respect of their own beneficial holdings in the Company which, in aggregate, amount to 7,580 Shares (representing approximately 0.02 per cent. of the Company’s issued share capital (excluding Shares held in treasury) as at 16 February 2026).
The Board makes no recommendation to Shareholders as to whether or not they should tender all or any of their Shares under the Tender Offer. Whether, and the extent to which, Eligible Shareholders participate in the Tender Offer is a matter for each Eligible Shareholder to decide and will be influenced by their own individual financial and tax circumstances and investment priorities.
None of the Directors intend to tender their Shares under the Tender Offer.
Expected Timetable of Principal Events
General Meeting timetable Publication of the Circular20 February 2026 Latest time and date for receipt of Forms of Proxy and electronic proxy appointment instructions (including3.30 p.m. on26 March 2026 through CREST and Proxymity) for the General Meeting Record time and date for entitlement to6.00 p.m. on26 March 2026 vote at the General Meeting General Meeting3.30p.m. on 30March 2026 Results of General Meeting announced30 March 2026 Tender Offer timetable Tender Offer Record Date6.00 p.m. on23 February 2026 Tender Offer opens24 February 2026 Tender Offer Closing Date: latest time and date for receipt of PINK Tender Forms and submission of TTE1.00p.m. on 25March 2026 Instructions in respect of the Tender Offer Tender Offer Calculation Date close of business on25 March 2026 Results of the Tender Offer elections announced and confirmation that the30 March 2026 Tender Offer will proceed Establishment ofTender Pool andContinuation Pool for the Tender Offer31 March 2026 and realisation of theTender Pool assets commences as soon as reasonably practicable but Tender Price and payment date announced currently expected to be in or around week commencing29 June 2026 Acquisition by Investec, and repurchase within 10 Business Days from the by the Company from Investec, of the announcement of the Tender Price Tendered Shares CREST settlement date: payments through within 10 Business Days from the CREST made in respect of the Tendered announcement of the Tender Price Shares held in uncertificated form CREST accounts credited for revised within 10 Business Days from the uncertificated holdings of Shares announcement of the Tender Price Cheques despatched in respect of the within 10 Business Days from the Tendered Shares held in certificated announcement of the Tender Price form Despatch of balancing share within 10 Business Days from the certificates in respect of unsold announcement of the Tender Price certificated Shares Scheme timetable Scheme Entitlements Record Date6.00 p.m. on9 April 2026 Scheme Calculation Date close of business on9 April 2026 Scheme Effective Date16 April 2026 Announcement of the results of the16 April 2026 Scheme and respective FAVs per share CREST accounts credited with, and8.00 a.m. on17 April 2026 dealings commence in, New Shares Share certificates in respect of New not later than 10 Business Days Shares despatched from the Scheme Effective Date BRSC Second Interim Dividend timetable Announcement expected to be by no later than31 March 2026 Ex-dividend date for BRSC Second Interim Dividend9 April 2026 Record date for BRSC Second Interim6.00 p.m. on10 April 2026 Dividend Payment date for BRSC Second Interim8 May 2026 Dividend Sub-division timetable30 June 2026 Last day of dealings in Existing Shares Record date for Sub-division and6.00 p.m. on30 June 2026 Existing Shares disabled in CREST Announcement of Sub-division becoming1 July 2026 effective Admission of Sub-divided Shares effective and dealings commence in8.00 a.m. on1 July 2026 Sub-divided Shares CREST accounts credited with, and dealings commence in, Sub-divided8.00 a.m. on1 July 2026 Shares Issue of new share certificates in respect of the new Sub-divided Shares not later than 10 Business Days from the to be issued to those Shareholders who Sub-division Effective Date hold their Existing Shares in certificated form
Enquiries:
BlackRock Smaller Companies Trust plc
Ronald Gould via Burson Buchanan BRSC@bursonbuchanan.comBlackRock Investment Management (UK) Limited +44 (0)20 3649 3432
Company Secretary to BlackRock Smaller Companies Trust
plc Investec Bank plc (Financial adviser and Corporate
Broker)
David Yovichic +44 (0)20 7597 4000
Helen Goldsmith Denis Flanagan Burson Buchanan (Financial PR)
Henry Wilson BRSC@bursonbuchanan.comHelen Tarbet +44 (0)7788 528143
Nick Croysdill
Important Information
This announcement is not for publication or distribution in or into
This announcement contains information that is inside information for the purposes of Article 7 of the
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.
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