BlackRock Smaller Companies Trust Plc - Final Results
(Legal Entity Identifier: 549300MS535KC2WH4082)
Information disclosed in accordance with Article 5 Transparency Directive and DTR 4.1
Annual Report and Financial Statements
Performance record
As at As at
28 February 28 February
2026 2025
Net asset value per ordinary 1,516.70 1,403.45
share (debt at par value) (pence)1,4
Net asset value per ordinary 1,579.08 1,463.44
share (debt at fair value) (pence)1,4
Ordinary share price (pence)1 1,402.00 1,270.00
Deutsche Numis Smaller
Companies plus AIM (excluding
Investment 19,578.62 16,108.27
Companies) Index 2
======== ========
Assets
Total assets less current 673,413 684,322
liabilities (£’000)
Equity shareholders’ funds 603,842 614,779
(£’000)3
Ongoing charges ratio4,5 0.8% 0.8%
Dividend yield4 3.2% 3.5%
Gearing4 5.7% 13.3%
======== ========
For the For the
year ended year ended
28 February 28 February
2026 2025
Performance
(with dividends
reinvested)
Net asset
value per ordinary 11.5% -0.6%
share (debt at par
value)2,4
Net asset
value per ordinary 11.2% 0.0%
share (debt at fair
value)2,4
Ordinary 14.2% -1.4%
share price2,4
Deutsche
Numis Smaller
Companies plus AIM
(excluding 21.5% 6.2%
Investment Companies)
Index2,4
======== ========
For the For the
year ended year ended Change
28 February 28 February %
2026 2025
Revenue and
dividends
Revenue return 43.77p 42.53p +2.9
per ordinary share
First interim
dividend per ordinary 16.00p 15.50p +3.2
share
Second interim
dividend per ordinary 28.50p 28.50p –
share
---------------
--------------- ---------------
Total dividends 44.50p 44.00p +1.1
payable and paid
======== ======== ========
1
Without dividends reinvested.
2 Total return basis with dividends reinvested.
3 The change in equity shareholders’ funds represents the portfolio movements, shares repurchased into treasury and dividends paid during the year.
4 Alternative Performance Measure, see Glossary contained within the Annual Report and Financial Statements. Full details setting out how calculations with dividends reinvested are performed are set out in the Glossary contained within the Annual Report and Financial Statements.
5 Ongoing charges ratio calculated as a percentage of average daily net assets and using the management fee and all other operating expenses, excluding finance costs, direct transaction costs, custody transaction charges, VAT recovered, taxation, prior year expenses written back and certain non-recurring
items in accordance with AIC guidelines.
Chairman’s Statement
Every year is unique in various ways but this past year seems to have stretched that art to new highs as we have confronted global and national geopolitical disarray with its inevitable impact on stock markets and underlying investor thinking. Economic cloudiness has added to this sense of confusion, enhanced by a Government wedged into a set of policy options that grow narrower with each day’s new crisis. As our portfolio manager says in his report, this is not a very easy or comfortable place from which to make predictions for the future or even present a cogent analysis of the recent past. What I do have however, is the opportunity to usher in a new era of opportunity for investors and that is a far more positive place to start.
I want to welcome both past investors and new ones who have so recently joined us as a result of the combination of
Combination with BlackRock Throgmorton Trust plc
The combination with THRG effected by way of a scheme of reconstruction of THRG, was completed on
The transaction also brings together the best of BlackRock’s Emerging Companies team, with
The financial information in this annual report is for the year ending
Market overview
The global macroeconomic landscape continues to be marked by significant volatility, strong inflationary pressures, shifting monetary policies, and geopolitical tensions shaping economic outcomes. Navigating a clear pathway through these evolving global conditions remains challenging for your Company as it has for many others but it is worth noting that many of the
While starting only at the end of our financial year, events in the
Performance
In the year under review, your Company’s net asset value (NAV) per share rose by 11.2% on a total return basis with dividends re-invested (debt at fair value), lagging well behind our benchmark index return of 21.5%. Over the same period, our share price rose by 10.4%. During the same period, the FTSE AIM All-Share Index rose by 27.3%, the
More detail on significant contributors to and detractors from performance during the year are given in the Investment Manager’s Report below.
The Company’s longer-term performance is set out below. In addition, the chart below illustrates how long-term investors have had an opportunity to build up an attractive annual income from an investment in BRSC over time. Even if the initial dividend yield at the point of purchase may have been unremarkable, the strong underlying growth in dividends over the years has resulted in a competitive yield on cost when compared with equity income funds in general. To illustrate this investment and income success, the chart below shows that £1,000 invested in the Company on
1 Year 3 Years 5 Years 10 Years 15 Years
Performance to change change change change change
28 February 2026
% % % % %
NAV per 11.2 7.2 0.5 99.9 242.7
share1,2,3
Benchmark1,3,4 21.5 21.5 14.0 86.9 150.3
Share price1,3 14.2 11.7 -5.2 107.1 257.8
1
Percentages in Sterling terms with dividends reinvested.
2 NAV with debt at fair value.
3 Alternative Performance Measure, see Glossary contained within the Annual Report and Financial Statements.
4 Benchmark Index (the Deutsche Numis Smaller Companies plus AIM (excluding Investment Companies) Index).
Returns and dividends
The Company’s revenue return per share for the year increased by 2.9% to 43.77p per share (compared to 42.53p revenue return per share for the year to
The Board is mindful of the importance of our dividend to shareholders. The Board is also cognisant of the benefits of the Company’s investment trust structure which enables it to retain up to 15% of total revenue each year to build up reserves which may be carried forward and used to pay dividends during leaner times. The Company has substantial distributable reserves (£537.4 million as at
In the ordinary course of events, the Company would pay a final dividend in respect of the financial year ending
However, given that THRG paid a final dividend in respect of its financial year ended
Dividend policy
In
The first dividend to be paid to all shareholders following the Combination will be the first interim dividend for the current financial year (ending
Management of share rating
The Board monitors the BRSC share rating closely. We recognise the importance to shareholders that the price of the Company’s shares do not trade at a significant discount to the underlying NAV over sustained periods. Therefore, where deemed to be in shareholders’ long-term interests, the Board will exercise its powers to issue shares or buy back shares with the objective of ensuring that an excessive premium or discount does not arise. During the past financial year, we faced persistent market volatility with discounts across the closed end funds sector becoming persistently wide. As a result of this sector-wide pressure, BRSC shares traded at a discount to NAV ranging from 10% to 13.5% over the year.
To address the challenge of persistent discounts the Board undertook an active buyback programme during the year, with a total of 3,992,000 ordinary shares repurchased at a total cost of £52.1 million to be held in treasury. All shares were bought back at a significant discount to NAV, delivering an uplift to the NAV per share of 1.2% for continuing shareholders for the year under review. The Board believes that its actions helped to minimise discount volatility. The Company’s shares traded at an average discount to NAV (with debt at fair value) over the full year of 12.3%, compared to an average discount of 11.0% for the year to
Tender and discount control mechanism
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 on driving demand for the Company’s shares. Consequently as part of the Combination with THRG, the Board offered BRSC shareholders a tender opportunity for up to 28% of our issued share capital. The results of the tender were announced on
In addition to the tender offer, and as part of the Combination proposals, the Board has introduced a number of features which are designed to enhance the attraction of our Company in a number of important ways.
• We have refreshed our investment proposition with additional flexibility to diversify risk and enhance returns;
• Negotiated a new highly competitive management fee structure leading to a reduced estimated OCR for the ongoing vehicle;
• Created a formal discount control mechanism with the introduction of a triennial 100% performance-related conditional tender offer to be made available to all Shareholders. The Company will offer shareholders the ability to tender up to 100% of their shares at a 4% discount to NAV (less costs) if the Company’s NAV per share 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.
The Board believes that the introduction of these initiatives, coupled with a continuation of our proactive share buyback policy, will make a sustained single-digit discount achievable for the Company in normal market conditions.
Investment policy changes
As part of the Combination with THRG, the Board proposed a number of amendments to the Company’s investment policy which were approved by shareholders at the General Meeting on
The rationale for this change, as well as responding to shareholder feedback, was to provide additional flexibility for the Investment Manager to diversify risk and deliver alpha at times when the
Management fees
As part of the above Combination, the Board agreed revised management fee arrangements with BlackRock, moving to charge a fee on net assets instead of total assets less current liabilities and introducing a new tiered rate as follows:
• 0.5% per annum on the first £500 million of the Company’s NAV;
• 0.475% per annum NAV between £500 million and £750 million; and
• 0.45% per annum on NAV in excess of £750 million.
The revised fee structure was implemented with effect from
The new fee arrangements combined with the larger asset base post Combination should result in a significant reduction in the Company’s operating charges ratio, which is estimated to fall to 0.63% on an annualised basis (versus 0.8% last year). The fee also represents the lowest fee in the AIC
Board composition
Having just completed a long and complicated merger process it is important to retain and integrate the corporate memory available to us in merging with THRG. With that in mind I am delighted to welcome two new directors to the Board as part of the combination with THRG.
Agreement with Saba
On
Your Board believes that the extension of this agreement is in the long-term interest of shareholders as we continue to invest for their future benefit.
Gearing and sources of finance
Gearing can play an important role in portfolio performance over time although your Company continues to maintain a very conservative capital structure. The Company has current borrowing facilities of long-term fixed rate funding in the form of a £25 million senior unsecured fixed rate private placement notes issued in
It is the Board’s intention that net gearing will not exceed 15% of the net assets of the Company at the time of the drawdown of the relevant borrowings. Under normal operating conditions it is envisaged that gearing will be within a range of 0%-15% of net assets. At the year end, the Company’s net gearing was 5.7% of net assets (2025: 13.3%), well within our target range.
Share sub-division
Since BlackRock was appointed as manager in
Annual General Meeting
The Company’s AGM will be held in person at the offices of BlackRock at
Shareholders who are unable to attend the meeting in person but who wish to view the portfolio manager’s presentation can do so via a live webinar this year. Details on how to register, together with access details, will be available shortly on the Company’s website at: www.blackrock.com/uk/brsc or by contacting the Company Secretary at cosec@blackrock.com . It is not possible to speak or vote via this medium and it is solely intended to provide shareholders with the ability to watch the portfolio manager’s presentation. Additionally, if you are unable to attend you can exercise your right to vote by proxy or appoint a proxy to attend in your place. Details of how to do this are included on the AGM Proxy Card provided to shareholders with the Annual Report. If you hold your shares through a platform or a nominee company, you will need to contact them directly and ask them to appoint you as a proxy in respect of your shares in order to attend, speak and vote at the AGM. Further information on the business of this year’s AGM can be found in the Notice of the AGM contained within the Annual Report and Financial Statements.
Outlook
Since the financial year end, market volatility has increased as investors grapple with the implications of a messy war in the
Against this turbulent backdrop, your Board believes that through the combination with THRG it has positioned your Company well to weather the challenges across equity markets, with a larger asset base, lower fees and operating charges, an enhanced portfolio management team and with additional flexibility under a refreshed investment policy. The Company’s portfolio remains weighted towards companies with well capitalised balance sheets and entrepreneurial management teams that are able to rapidly adapt their businesses to the shifting market dynamics and have been successfully demonstrating these skills through the challenging environment we have faced.
Chairman
Investment Manager’s Report
Market review
There has been a pattern over the last few years, a recurring theme, not related to one specific event or notion. I’m not referring to inflation or politics although these are contributing factors and recognisable symptoms. What I’m referring to is the unnerving cycle of destabilising events that happen almost every year just as I’m sitting down to write this report. Since the start of this decade, we have had COVID-19 (lockdown
Outside of these specific events the last twelve months have proven frustratingly challenging. Underlying company fundamentals have remained resilient, and whilst the portfolio has seen some disappointments, for the most part management teams have delivered against expectations. Unfortunately, valuations and therefore share prices have struggled to reflect this progress. This disconnect has been driven by the on-going structural and cyclical headwinds; inflation, tight government finances, poor governmental signalling, the uncertain and to some extent unknowable impact of artificial intelligence (AI), all of which ultimately lead to the main culprit of outflows. The result is a market where returns have been driven by a narrow set of companies, and active management has struggled to keep pace with the market.
Performance review
The second half of the financial year saw the portfolio return 8.1% vs a benchmark of 10.6%. From a market perspective, the period has been characterised by a number of powerful and, at times, competing forces. Global equity markets have remained heavily influenced by the dominance of AI-related narratives, with capital concentrated in a relatively small group of perceived “winners”, whilst any stock that finds itself in the AI “loser” crosshairs has seen significant weakness. The “shoot first, ask questions later” mentality has been indiscriminate and painful, upending the narrative on business models that until recently were perceived as having significant structural economic moats. Meanwhile, the negative narrative has spread into other markets, most recently private credit where fears of large-scale defaults from exposed companies have catalysed investor redemption requests.
When I look at the list of stocks that have detracted from performance in the second half, there is a common thread that runs across the bulk of them. These are businesses that have not disappointed, in fact in many cases they have not only delivered on expectations but beaten them. The single biggest detractor in the period was payments business Boku, where the market reaction to a company that has delivered on targets, won significant new customers, and continues to demonstrate the validity of the business model has been a near 20% fall in the share price. Similarly, Tatton Asset Management was rewarded with a 12% share price fall in the period despite seeing some analysts upgrade earnings by high single digits. The list goes on; XPS Pensions has de-rated despite continued upgrades, IntegraFin has been rewarded for unblemished delivery in 2025 with the lowest rating since the 2018 IPO, as has insolvency firm
In the spirit of fairness, I should acknowledge some of the positive performers where share prices have been driven by thematics rather than operational excellence, in particular amongst the resources sector. Pan African Resources, Atalaya Mining, Sylvania Platinum and Hochschild Mining have all seen outsized returns because of the extraordinary performance of the relevant commodity prices. Outside of the resources sector there have been several positive contributions this year.
Luceco
shares have responded to a well-timed move into the EV charger market, as well as a return to growth in the core electrical products market. Serco Group has seen both earnings momentum in the core business and a re-rating as investors seek security in their multi-year contracted revenues. Relatively new holding
Activity
The last year has seen higher portfolio turnover than in recent years as a result of adapting the portfolio to better reflect underlying trends in the investment universe. As the number of listed companies continues to fall, the average and upper market capitalisation of the universe continues to increase. As an illustration of the changes, the market cap of the largest company in the benchmark rose from £1.9 billion to £2.5 billion when the benchmark went through the annual rebalance. Adding larger holdings brings additional benefits. Typically, the greater the market capitalisation the greater the underlying liquidity of the shares, which allows us to be more tactical with positioning.
A new position has been added in housebuilder Bellway. To say the
Given the amount of mergers and acquisitions (“M&A”) in recent years it has been notable how little the Company has benefited. Whilst there is no identifiable reason for this, it is encouraging to see some activity in the last twelve months with bids for
The impact of artificial intelligence
The world does not need another missive on the impact of AI. There are plenty of volumes out there better informed and written than I can produce here. Indeed some of those articles have led to significant market corrections. In January
Outlook
The near term is impossible to call. Even as I write this piece I’m painfully aware that from the moment I press send to the time the words appear in print my conclusions may well be out of date. So rather than the inevitable embarrassment of making predictions, it is likely more instructive to illustrate how we are framing our current discussions. I have commented before on the growing disconnect between how the
Against this backdrop, the structural challenges facing
This raises the same fundamental question, one that I have pondered in previous reports: what is required to re-engage investors? As discussed in last year’s review, a combination of attractive valuations, economic and political stability, a healthy pipeline of opportunities and, ultimately, a willing investor base are all important components. There is little doubt that valuations remain attractive, but the other items on my tick list are proving elusive. Depressingly the
However, while sentiment towards
In summary, the
Ten largest investments
as at
Together, the Company’s ten largest investments represented 25.6% of the Company’s portfolio as at
1
Greencore Group
(2025: 48th)
Food Producers
Portfolio £18,015,000
Percentage of portfolio 2.8% (2025: 0.8%)
Leading manufacturer of convenience food in the
2
Great Portland Estates
(2025: 15th)
Real Estate Investment Trusts
Portfolio value £17,924,000
Percentage of portfolio 2.8% (2025: 1.7%)
3
Serco Group
(2025: 55th)
Portfolio value £17,017,000
Percentage of portfolio 2.7% (2025: 0.8%)
A services company that delivers outsourced public services across health, transport, immigration, defence, justice and citizen services. It partners with governments to manage complex, mission-critical operations under long-term contracts.
4
IntegraFin
(2025: 2nd)
Financial Services
Portfolio value £16,906,000
Percentage of portfolio 2.6% (2025: 2.6%)
Leading investment platform used by financial advisers to manage client portfolios efficiently. It generates revenues primarily from administration and custody services across tax
-
efficient wrappers.
5
XPS Pensions
(2025: 3rd)
Financial Services
Portfolio value £16,826,000
Percentage of portfolio 2.6% (2025: 2.6%)
A
6
Construction & Materials
Portfolio value £16,696,000
Percentage of portfolio 2.6% (2025: 1.5%)
A
7
Boku
(2025: 9th)
Portfolio value £16,341,000
Percentage of portfolio 2.6% (2025: 1.9%)
Global payments company, specialising in local payment methods, including direct carrier billing and digital wallets.
8
Tatton Asset Management
(2025: 7th)
Financial Services
Portfolio value £15,127,000
Percentage of portfolio 2.4% (2025: 2.2%)
Leading
9
Mobile Telecommunications
Portfolio value £14,725,000
Percentage of portfolio 2.3% (2025: n/a)
Leading telecommunications tower company operating across
10
Sigmaroc
(2025: 80th)
Construction & Materials
Portfolio value £13,964,000
Percentage of portfolio 2.2% (2025: 0.5%)
A buy-and-build construction materials company focused on cementitious and lime products in the
Fifty largest investments
as at
Market % of
Business value total
Company activity
£’000 portfolio
A leading
manufacturer of
convenience food in
the UK. It supplies
Greencore major supermarkets
Group and other retailers 18,015 2.8
with products like
sandwiches, salads,
sushi, chilled
ready meals and
sauces
London-focused real
estate company that
develops and
Great manages
Portland Estates high-quality 17,924 2.8
commercial
property, primarily
offices and
mixed-use assets
A services
company that
delivers outsourced
public services
across health,
transport,
immigration,
defence, justice
Serco Group and citizen 17,017 2.7
services. It
partners with
governments to
manage complex,
mission-critical
operations under
long-term contracts
Leading
investment platform
used by financial
advisers to manage
client portfolios
efficiently. It
IntegraFin generates revenues 16,906 2.6
primarily from
administration and
custody services
across tax -
efficient wrappers
A UK -
focused pensions
consultancy
providing
actuarial,
administration,
XPS Pensions investment advisory 16,826 2.6
and covenant
services,
supporting both
private and public
sector pension
schemes
A UK
construction and
regeneration group
operating across
construction,
infrastructure, fit
- out, urban
Morgan regeneration and
Sindall housing 16,696 2.6
partnerships. The
group focuses on
capital -
light, partnership
- based models
with strong public
- sector
exposure
Global
payments company,
specialising in
Boku local payment 16,341 2.6
methods, including
direct carrier
billing and digital
wallets
Leading UK
financial services
company that
provides a range of
investment
management,
Tatton Asset compliance, and
Management support services to 15,127 2.4
independent
financial advisers,
with a focus on
discretionary fund
management and
portfolio solutions
Leading
telecommunications
tower company
operating across
Helios Towers Africa and the 14,725 2.3
Middle East. It
owns and manages
passive mobile
infrastructure
A
buy-and-build
construction
materials company
Sigmaroc focused on 13,964 2.2
cementitious and
lime products in
the UK and Europe
Young & Co’s UK-based pub
Brewery - A Shares and hotel operator 13,467 2.1
Owner and
operator of
Sirius Real business parks,
Estate offices and 12,536 2.0
industrial
complexes in
Germany
Investment
business that buys,
Rosebank improves and sells 11,428 1.8
Industries industrial and
manufacturing
businesses
A UK-based
Ithaca Energy oil and gas company 11,422 1.8
operating in the
North Sea
Manufacturer
Genuit of plastic piping 11,351 1.8
systems
Builders
Grafton merchants in the 11,028 1.7
UK, Ireland and
Netherlands
Specialist
DiscoverIE components for 10,970 1.7
electronics
applications
Alternatives
asset manager with
Pollen Street strategies across 10,914 1.7
Group private equity and
private credit
A business
advisory firm
providing services
in corporate
FRP Advisory restructuring, 10,285 1.6
insolvency, debt
advisory and
financial solutions
to businesses
Provider of
software for
Alfa customers working 10,129 1.6
Financial Software in the asset
finance industry
Operator of
CVS Group veterinary 10,070 1.6
surgeries
Atalaya Copper miner 9,976 1.6
Mining
Polar Capital Specialist
Holdings asset management 9,758 1.5
UK
Breedon construction 9,506 1.5
materials
Designer,
supplier and
manufacturer of
high-quality and
Luceco efficient LED 9,292 1.5
lighting products,
as well as
electrical wiring
accessories
Safestore Provider of
Holdings self-storage units 9,201 1.4
Advanced
technology products
Chemring and services for
Group the aerospace, 9,006 1.4
defence and
security markets
Animal
genetics company
Genus specializing in the 8,972 1.4
production and sale
of animal breeding
products
Speciality
Elementis chemicals company 8,735 1.4
UK-listed
Pan African African-focused 8,487 1.3
Resources gold mining
business
Residential
Bellway property developer 8,333 1.3
and housebuilder
Provision of
Bodycote thermal processing 8,239 1.3
services
Production of
infrastructure
Hill & Smith products and supply 8,045 1.3
of galvanizing
services
Leading
facilities
Mitie Group management and 8,018 1.3
professional
services provider
A designer
and manufacturer of
Senior high-technology 7,983 1.3
components and
systems for the
OEMs
Specialist
OSB Group lending business 7,942 1.2
Premier Foods UK food 7,895 1.2
manufacturer
Mining
Central Asia operations in 7,383 1.2
Metals Kazakhstan and
Macedonia
Watches of Retailer of
Switzerland luxury watches 7,210 1.1
A REIT
Shaftesbury investing focusing
Capital on sites in 6,922 1.1
London’s West End
Leading
mortgage
Mortgage intermediary
Advice Bureau providing mortgage 6,882 1.1
advice and
protection
insurance
Leading
MONY Group technology-led 6,854 1.1
savings platform
UK-based
specialist
filtration,
Porvair laboratory and 6,767 1.1
environmental
technology group
Provider of
metal flow
engineering
Vesuvius services and 6,639 1.0
solutions to the
steel and foundry
industries
Food producer
and supplier of
Cranswick premium, fresh and 6,635 1.0
added-value
products
Designer and
manufacturer of
Oxford tools and systems 6,615 1.0
Instruments for industry and
scientific research
Manufacturer
Rotork of industrial flow 6,533 1.0
control equipment
Ventilation
products for the
Volution residential and 6,515 1.0
Group commercial
construction
markets
Emerging
Ashmore Group market focused 6,474 1.0
investment manager
Supplier of
plastic and fibre
Essentra products such as 6,295 1.0
plastic caps,
clamps, fasteners,
etc.
-------------
-------------
50 largest 514,253 80.6
investments
======== ========
Remaining 123,831 19.4
investments
-------------
-------------
Total 638,084 100.0
======== ========
Details of the full portfolio are available on the Company’s website at www.blackrock.com/uk/brsc.
Portfolio holdings in excess of 3% of issued share capital
At
Company % of issued share capital held
Tatton Asset Management 4.0
FRP Advisory 3.3
Luceco 3.3
Boku 3.0
Distribution of investments
as at
Sector % of portfolio
Oil Equipment, Services & Distribution 1.8
---------------
Energy 1.8
=========
Chemicals 1.4
Construction & Materials 10.0
Mining 3.7
Precious Metals & Mining 1.3
---------------
Basic Materials 16.4
=========
Aerospace & Defence 3.9
Electronic & Electrical Equipment 5.4
General Industrials 1.0
Industrial Engineering 3.6
Industrial Support Services 11.5
---------------
Industrials 25.4
=========
General Retailers 4.1
Leisure Goods 0.6
Media 1.8
Personal Goods 1.1
Travel & Leisure 3.5
---------------
Consumer Discretionary 11.1
=========
Health Care Equipment & Services 1.0
Health Care Providers 0.5
Pharmaceuticals & Biotechnology 2.0
---------------
Health Care 3.5
=========
Food Producers 6.0
Household Goods & Home Construction 2.1
Personal Care Drug & Grocery Stores 1.0
---------------
Consumer Staples 9.1
=========
Mobile Telecommunications 2.3
Telecommunications Equipment 0.6
---------------
Telecommunications 2.9
=========
Banks 0.7
Financial Services 18.4
---------------
Financials 19.1
=========
Real Estate Investment & Services 2.0
Real Estate Investment Trusts 5.3
---------------
Real Estate 7.3
=========
Software & Computer Services 3.4
---------------
Technology 3.4
=========
Total 100.0
=========
Portfolio analysis
as at
Analysis of portfolio value by sector
Benchmark (Deutsche Numis Smaller
Company Companies, plus AIM
(ex Investment Companies) Index)
Energy 1.8 3.9
Basic Materials 16.4 8.3
Industrials 25.4 23.5
Consumer Discretionary 11.1 15.6
Health Care 3.5 4.8
Consumer Staples 9.1 7.4
Telecommunications 2.9 1.6
Financials 19.1 17.7
Real Estate 7.3 8.9
Technology 3.4 5.3
Utilities 0.0 2.0
Other 0.0 1.0
Sources: BlackRock and LSEG Datastream.
Investment size
Number of Market value of investments
investments as % of portfolio
£0m-£1m 1.0 0.2
£2m-£3m 3.0 1.2
£3m-£4m 11.0 5.8
£4m-£5m 7.0 5.1
£5m-£6m 6.0 5.2
£6m-£7m 13.0 13.4
£7m-£8m 5.0 6.0
£8m-£9m 7.0 9.2
£9m-£10m 6.0 8.9
£10m-£11m 5.0 8.2
£11m-£12m 4.0 7.1
£12m-£13m 1.0 2.0
£13m-£14m 2.0 4.3
£14m-£15m 1.0 2.3
£15m-£16m 1.0 2.4
£16m-£17m 4.0 10.5
£17m-£18m 2.0 5.4
£18m-£19m 1.0 2.8
Source: BlackRock.
Market capitalisation of our portfolio companies
% of portfolio
£0m to £200m 0.5
£200m to £600m 27.8
£600m to £1.5bn 34.2
£1.5bn+ 37.5
Source: BlackRock.
Strategic Report
The Directors present the Strategic Report of the Company for the year ended
The Chairman’s Statement together with the Investment Manager’s Report and the Directors’ Statement setting out how they promote the success of the Company contained within the Annual Report and Financial Statements form part of the Strategic Report. The Strategic Report was approved by the Board at its meeting on
Principal activities
The Company is a public company limited by shares and carries on business as an investment trust and its principal activity is portfolio investment. Investment trusts, like unit trusts and OEICs, are pooled investment vehicles which allow exposure to a diversified range of assets through a single investment, thus spreading, although not eliminating investment risk. The closed-ended capital structure of an investment trust permits the company to invest in stocks with less liquidity and to gear its investments within a risk framework governed by the Board.
Investment objective
The Company’s prime objective is to seek to achieve long
-
term capital growth for shareholders through investment mainly in smaller
No material change will be made to the Company’s investment objective without shareholder approval.
To achieve its investment objective the Company invests predominantly in
Whilst there are no set limits on individual sector exposures against the Company’s benchmark, a schedule of sector weightings is presented at each Board meeting for review. In applying the investment objective, the Investment Manager expects the Company to be substantially fully invested and to borrow as and when appropriate.
The Company seeks to achieve an appropriate spread of investment risk by investing in a number of holdings across a range of sectors. The Company may not hold more than 10% of the share capital of any company in which it has an investment. No single portfolio holding (excluding holdings in cash fund investments held for cash management purposes) will, on the date such holding is acquired by the Company, exceed 5% of the Company’s net asset value. The Company may hold shares in other listed investment companies (including investment trusts), however the Board has agreed that the Company will not invest more than 15% of its total assets in other
Benchmark
Performance is measured against an appropriate benchmark, the Deutsche Numis Smaller Companies plus AIM (excluding Investment Companies) Index.
Gearing policy
It is intended that net gearing will not exceed 15% of the net assets of the Company at the time of the drawdown of the relevant borrowings. Under normal operating conditions it is envisaged that gearing will be within a range of 0%-15% of net assets.
Business model
The Company’s business model follows that of an externally managed investment trust. Therefore, the Company does not have any employees and outsources its activities to third-party service providers including the Manager, who is the principal service provider. The management of the investment portfolio and the administration of the Company have been contractually delegated to the Manager who in turn (with the permission of the Company) has delegated certain investment management and other ancillary services to the Investment Manager. The Manager, operating under guidelines determined by the Board, has direct responsibility for the decisions relating to the day-to-day running of the Company and is accountable to the
Other service providers include the Depositary (also BNY) and the Registrar,
Investment philosophy
The Investment Manager seeks to identify companies which it believes have superior long-term growth prospects and the management in place to take advantage of these prospects. This is done through internal investment research, company visits and the careful monitoring of market newsflow and external broker analysis. Initially, if the Investment Manager is sufficiently impressed with a company’s prospects, it will look to take a small position, usually 0.25% to 0.50% of the Company’s net assets, in a new holding. These holdings will be closely monitored, and members of the portfolio management team will meet with management on a regular basis. If these companies continue to prosper and make the most of opportunities, the Investment Manager will gradually add to the portfolio holding. Where initial expectations are disappointing, the holding will be sold. The anticipation is that each holding will develop into a core holding over time; one that meets the Investment Manager’s criteria for high quality growth companies.
Valuation is a key consideration; it is important not to overpay for new holdings. However, investment fundamentals are also important, and the Investment Manager may be prepared to pay what seems like a high price if it believes that long-term growth prospects are very strong. Generally, a company will be held within the portfolio if it meets the criteria for core holdings; in respect of recent investments, the Investment Manager will consider whether they have the potential to meet these criteria. Holdings will be sold if there are concerns that the investment case has changed in a negative way. Holdings will be reduced where the position size becomes too large and raises concerns about risk and diversification. The general aim is for portfolio holdings not to exceed 3% of the Company’s net assets (excluding cash fund investments held for cash management purposes). As the investments within the portfolio become larger over time, the Portfolio Manager will continue to assess growth prospects in comparison to smaller businesses operating within similar markets. In accordance with the guidelines, the Portfolio Manager will sell any stock that enters the
The Investment Manager believes that consistent outperformance can be achieved by employing a combination of bottom-up and top-down analysis, based upon strong fundamental research as outlined above.
In building a robust portfolio the Investment Manager will also consider the macro - economic background, working with strategists, economists and other teams internally and externally to understand the broad environment. It also works closely with BlackRock’s risk team to assess the risks in the structure of the portfolio. Any necessary adjustments will be made to the portfolio to ensure that it is structured in an appropriate way from a macro and risk point of view .
Portfolio analysis
A detailed analysis of the portfolio has been provided above (and contained within the Annual Report and Financial Statements).
Performance
Details of the Company’s performance including the dividend are set out in the Chairman’s Statement above. The Chairman’s Statement and the Investment Manager’s Report form part of this Strategic Report and includes a review of the main developments during the year, together with information on investment activity within the Company’s portfolio.
Results and dividends
The results for the Company are set out in the Income Statement in the Financial Statements. The total net profit for the year, after taxation, was £60,205,000 (2025: loss of £4,268,000) of which the revenue return amounted to a profit of £18,172,000 (2025: £19,918,000) and the capital profit amounted to £42,033,000 (2025: loss of £24,186,000).
The Company’s revenue return amounted to 43.77p per share (2025: 42.53p). The Directors have declared a second interim dividend of 28.50p per share as set out in the Chairman’s Statement.
Future prospects
The Board’s main focus is to achieve long-term capital growth. The future performance of the Company is dependent upon the success of the investment strategy and, to a large extent, on the performance of financial markets. The outlook for the Company in the next twelve months is discussed in the Chairman’s Statement and the Investment Manager’s Report above.
Social, community and human rights issues
As an investment trust, the Company has no direct social or community responsibilities or impact on the environment, and the Company has not adopted an ESG investment strategy or exclusionary screens. However, the Directors believe that it is in shareholders’ interests to consider human rights issues, environmental, social and governance matters when selecting and retaining investments. Details of the Board’s approach to ESG and socially responsible investment is set out within the Annual Report and Financial Statements. Details of the Manager’s approach to ESG integration are set out within the Annual Report and Financial Statements.
Modern Slavery Act
As an investment vehicle the Company does not provide goods or services in the normal course of business and does not have customers. Accordingly, the Directors consider that the Company is not required to make any slavery or human trafficking statement under the Modern Slavery Act 2015. In any event, the Board considers the Company’s supply chain, dealing predominantly with professional advisers and service providers in the financial services industry, to be low risk in relation to this matter.
Directors, gender representation and employees
The Directors of the Company on
Key performance indicators
At each Board meeting, the Directors consider a number of performance measures to assess the Company’s success in achieving its objectives. The key performance indicators (KPIs) used to measure the progress and performance of the Company over time, and which are comparable to those reported by other investment trusts are set out below. As indicated in footnote 2 to the table, some of these KPIs fall within the definition of ‘Alternative Performance Measures’ (APMs) under guidance issued by the
Year ended Year ended
28 February 28 February
Key Performance Indicators
2026 2025
% change NAV per share (debt at par value)1,2 11.5% -0.6%
% change NAV per share (debt at fair value)1,2 11.2% 0.0%
% change share price total return1,2 14.2% -1.4%
% change Benchmark return1 21.5% 6.2%
Average discount to NAV with debt at fair 12.3% 11.0%
value2
Revenue return per share 43.77p 42.53p
Ongoing charges ratio2,3 0.8% 0.8%
Retail ownership 61.7% 69.8%
1
Total return basis with dividends reinvested.
2 Alternative Performance Measure, see Glossary contained within the Annual Report and Financial Statements.
3 Calculated as a percentage of average daily net assets and using the management fee and all other operating expenses, excluding finance costs, direct transaction costs, custody transaction charges, VAT recovered, taxation, prior year expenses written back and certain non-recurring items in accordance with AIC guidelines.
Sources: BlackRock and LSEG Datastream.
Additionally, the Board regularly reviews many indices and ratios to understand the impact on the Company’s relative performance of the various components such as asset allocation and stock selection. The Board also reviews the performance and ongoing charges of the Company against a peer group of
Principal risks
The Company is exposed to a variety of risks and uncertainties. As required by the
The risk register, its method of preparation and the operation of key controls in BlackRock’s and third-party service providers’ systems of internal control are reviewed on a regular basis by the Audit Committee. In order to gain a more comprehensive understanding of BlackRock’s and other third-party service providers’ risk management processes and how these apply to the Company’s business, BlackRock’s internal audit department provides an annual presentation to the Audit Committee Chairman setting out the results of testing performed in relation to BlackRock’s internal control processes. The Audit Committee also periodically receives presentations from BlackRock’s Risk and Quantitative Analysis team and reviews Service Organisation Control (SOC 1) reports from the Company’s service providers. The current risk register categorises the Company’s main areas of risk as follows:
-- Investment performance risk;
-- Market risk;
-- Income/dividend risk;
-- Legal & compliance risk;
-- Operational risk;
-- Financial risk; and
-- Marketing risk.
The Board has undertaken a robust assessment of both the principal and emerging risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity. The risk that unforeseen or unprecedented events including (but not limited to) heightened geo-political tensions such as the war in
Additionally, the Manager considers emerging risks in numerous forums and the Risk and Quantitative Analysis team produces an annual risk survey. Any material risks of relevance to the Company identified through the annual risk survey will be communicated to the Board.
Emerging risks that have been considered by the Board over the year include the impact of climate change, escalating geo - political conflict and technological advances.
The key emerging risks identified are as follows:
Geo-political risk: Escalating geo-political tensions (including, but not limited to the potential for a prolonged global trade war over tariffs, tensions in the
Artificial Intelligence (‘AI’): Advances in computing power means that AI has become a powerful tool that will impact a huge range of areas and with a wide range of applications that have the potential to dislocate established business models and disrupt labour markets, creating uncertainty in corporate valuations. The significant energy required to power this technological revolution will create further pressure on environmental resources and carbon emissions.
The Board will continue to assess all identified risks on an ongoing basis. In relation to the
The principal risks and uncertainties faced by the Company during the financial year, together with the potential effects, controls and mitigating factors are set out in the following table.
Investment performance
Principal risk
The returns achieved are reliant primarily upon the performance of the portfolio.
The Board is responsible for:
-- deciding the investment strategy to fulfil the Company’s
objective; and
-- monitoring the performance of the Investment Manager and the
implementation of the investment strategy.
An inappropriate investment strategy may lead to:
-- poor performance compared to the Benchmark Index and the
Company’s peer group;
-- a loss of capital; and
-- dissatisfied shareholders.
The Board is also cognisant of the long-term risk to performance from inadequate attention to ESG issues, and in particular the impact of climate change. More detail in respect of these risks can be found in the AIFMD Fund Disclosures document available on the Company’s website at www.blackrock.com/uk/individual/literature/policies/itc-disclosure-blackrock-smaller-companies-trust-plc.pdf.
Mitigation/Control
To manage this risk the Board:
-- regularly reviews the Company’s investment mandate and long-term
strategy;
-- has set investment restrictions and guidelines which the
Investment Manager monitors and regularly reports on;
-- receives from the Investment Manager a regular explanation of
stock selection decisions, portfolio exposure, gearing and any changes
in gearing and the rationale for the composition of the investment
portfolio;
-- monitors the maintenance of an adequate spread of investments in
order to minimise the risks associated with factors specific to
particular sectors, based on the diversification requirements inherent
in the investment policy; and
-- receives reports showing the Company’s performance against the
benchmark.
ESG analysis is integrated into the Manager’s investment process, as set out within the Annual Report and Financial Statements. This is monitored by the Board.
Market risk
Principal risk
Market risk arises from volatility in the prices of the Company’s investments influenced by currency, interest rate or other price movements. It represents the potential loss the Company might suffer through holding market positions in financial instruments in the face of market movements.
Market risk includes the potential impact of events which are outside the Company’s control, including (but not limited to) heightened geo-political tensions and military conflict, increased tariffs, a global pandemic and high inflation or stagflation (in particular through increased commodity price volatility driving inflation and impacting trade).
The impact of climate change and new legislation governing climate change and environmental issues have the potential to adversely impact markets and the valuation of companies within the portfolio.
There is the potential for the Company to suffer loss through holding investments in the face of negative market movements.
Mitigation/Control
The Board considers asset allocation, stock selection and levels of gearing on a regular basis and has set investment restrictions and guidelines which are monitored and reported on by the Investment Manager.
The Board monitors the implementation and results of the investment process with the Investment Manager.
The Board also recognises the benefits of a closed-end fund structure in extremely volatile markets such as those experienced during the
The Manager takes into account climate risk within the investment process along with other ESG considerations as set out within the Annual Report and Financial Statements.
Income/dividend risk
Principal risk
The amount of dividends and future dividend growth will depend on the performance of the Company’s underlying portfolio and may be impacted by events which are outside the Company’s control, such as the
Mitigation/Control
The Board monitors this risk through the receipt of detailed income forecasts and considers the level of income at each Board meeting.
The Company has substantial revenue reserves which can be utilised and also has the ability to make distributions by way of dividends from capital reserves if required.
Legal & Compliance risk
Principal risk
The Company has been approved by
Any breach of the relevant eligibility conditions could lead to the Company losing investment trust status and being subject to corporation tax on capital gains realised within the Company’s portfolio. In such event the investment returns of the Company may be adversely affected.
Any serious breach could result in the Company and/or the Directors being fined or the subject of criminal proceedings or the suspension of the Company’s shares which would in turn lead to a breach of the Corporation Tax Act 2010.
Amongst other relevant laws and regulations, the Company is required to comply with the provisions of the Companies Act 2006, the Alternative Investment Fund Managers’ Directive, the
Mitigation/Control
The Investment Manager monitors investment movements and the amount of proposed dividends to ensure that the provisions of Chapter 4 of Part 24 of the Corporation Tax Act 2010 are not breached. The results are reported to the Board at each meeting.
Compliance with the accounting rules affecting investment trusts is also carefully and regularly monitored.
The Company Secretary and the Company’s professional advisers provide regular reports to the Board in respect of compliance with all applicable rules and regulations.
The Company’s Investment Manager, BlackRock, at all times complies with sanctions administered by the
Operational risk
Principal risk
In common with most other investment trust companies, the Company has no employees. The Company therefore relies on the services provided by third parties. Accordingly, it is dependent on the control systems of the Manager, the Depositary and the Fund Accountant who maintain the Company’s assets, dealing procedures and accounting records.
The security of the Company’s assets, dealing procedures, accounting records and adherence to regulatory and legal requirements and the prevention of fraud depend on the effective operation of the systems of these other third-party service providers. There is a risk that a major disaster, such as floods, fire, a global pandemic, or terrorist activity, renders the Company’s service providers unable to conduct business at normal operating capacity and effectiveness.
Failure by any service provider to carry out its obligations to the Company could have a material adverse effect on the Company’s performance. Disruption to the accounting, payment systems or custody records could prevent the accurate reporting and monitoring of the Company’s financial position.
Inadequate succession planning arrangements, particularly of the Manager, could disrupt the level of service provided.
Mitigation/Control
Due diligence is undertaken before contracts are entered into with third-party service providers. Thereafter, the performance of the provider is subject to regular review and reported to the Board.
The Board reviews on a regular basis an assessment of the fraud risks that the Company could potentially be exposed to, and also a summary of the controls put in place by the Manager, the Depositary, the Custodian, the Fund Accountant and the Registrar designed specifically to mitigate these risks.
Most third-party service providers produce Service Organisation Control (SOC 1) reports to provide assurance regarding the effective operation of internal controls as reported on by their reporting accountants. These reports are provided to the Audit Committee.
The Company’s financial instruments held in custody are subject to a strict liability regime and in the event of a loss of such financial instruments held in custody, the Depositary must return assets of an identical type or the corresponding amount, unless able to demonstrate the loss was a result of an event beyond its reasonable control.
The Board reviews the overall performance of the Manager, Investment Manager and all other third-party service providers and compliance with the Investment Management Agreement on a regular basis.
The Board also considers the business continuity arrangements of the Company’s key service providers on an ongoing basis and reviews these as part of their review of the Company’s risk register. The Board considers the Manager’s succession plans in so far as they affect the services provided to the Company.
Financial risk
Principal risk
The Company’s investment activities expose it to a variety of financial risks that include interest rate, credit and liquidity risk.
Mitigation/Control
Details of these risks are disclosed in note 17 to the financial statements, together with a summary of the policies for managing these risks.
Marketing risk
Principal risk
Marketing efforts are inadequate, do not comply with relevant regulatory requirements, and fail to communicate adequately with shareholders or reach out to potential new shareholders resulting in reduced demand for the Company’s shares and a widening discount.
Mitigation/Control
The Board focuses significant time on communications with shareholders and reviewing marketing strategy and initiatives. All investment trust marketing documents are subject to appropriate review and authorisation.
Viability statement
In accordance with the
The Board is cognisant of the uncertainty surrounding the potential duration of the conflicts in
In making this assessment the Board has considered the following factors:
-- The Company’s principal risks as set out above;
-- The risk that the challenging geo-political backdrop, rising
inflation and a sustained high interest rate environment will impact on
the ability of portfolio companies to pay dividends, and consequently
impact the Company’s portfolio yield and ability to pay dividends;
-- The ongoing relevance of the Company’s investment objective in
the current environment; and
-- The level of demand for the Company’s ordinary shares.
The Board has also considered a number of financial metrics and other factors, including:
-- The Board has reviewed portfolio liquidity as at 28 February
2026 ;
-- The Board has reviewed the Company’s revenue and expense
forecasts in light of the current economic back drop both in the UK and
globally and the anticipated impact on dividend income and market
valuations. The Board is confident that the Company’s business model
remains viable and that the Company has sufficient resources to meet all
liabilities as they fall due for the period under review;
-- The Board has reviewed the Company’s borrowing and debt
facilities and considers that the Company continues to meet its
financial covenants in respect of these facilities and has a wide margin
before any relevant thresholds are reached;
-- The Board keeps the Company’s principal risks and uncertainties
as set out above under review, and is confident that the Company has
appropriate controls and processes in place to manage these and to
maintain its operating model, even given the global economic challenges
posed by the impact of climate change on portfolio companies and the
current climate of heightened geo-political risk (notably the invasion
of Ukraine and the conflict in the Middle East );
-- The operational resilience of the Company and its key service
providers (the Manager, Depositary, Custodian, Fund Administrator,
Registrar and Broker) and their ability to continue to provide a good
level of service for the foreseeable future;
-- The level of current and historic ongoing charges incurred by
the Company;
-- The discount to NAV;
-- The level of income generated by the Company; and
-- Future income forecasts.
The Company is an investment company with a relatively liquid portfolio. As at
Based on the results of their analysis, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment.
Section 172 Statement: promoting the success of the Company
The Companies (Miscellaneous Reporting) Regulations 2018 require directors to explain in greater detail how they have discharged their duties under Section 172(1) of the Companies Act 2006 in promoting the success of their companies for the benefit of members as a whole. This enhanced disclosure is required under the Companies Act 2006 and the AIC Code of Corporate Governance and covers how the Board has engaged with and understands the views of stakeholders and how stakeholders’ needs have been taken into account, the outcome of this engagement and the impact that it has had on the Board’s decisions.
As the Company is an externally managed investment company and does not have any employees or customers, the Board considers the main stakeholders in the Company to be the shareholders, key service providers (being the Manager and Investment Manager, the Custodian, Depositary, Registrar and Broker) and investee companies. The reasons for this determination, and the Board’s overarching approach to engagement, are set out in the table below.
Stakeholders
Shareholders
Continued shareholder support and engagement are critical to the continued existence of the Company and the successful delivery of its long-term strategy. The Board is focused on fostering good working relationships with shareholders and on understanding the views of shareholders in order to incorporate them into the Board’s strategy and objectives in delivering long-term growth and income. The Board makes a regular effort to discuss ongoing Company developments with shareholders.
Manager and Investment Manager
The Board’s main working relationship is with the Manager, who is responsible for the Company’s portfolio management (including asset allocation, stock and sector selection) and risk management, as well as ancillary functions such as administration, secretarial, accounting and marketing services. The Manager has sub-delegated portfolio management to the Investment Manager. Successful management of shareholders’ assets by the Investment Manager is critical for the Company to successfully deliver its investment strategy and meet its objective. The Company is also reliant on the Manager as AIFM to provide support in meeting relevant regulatory obligations under the AIFMD and other relevant legislation.
Other key service providers
In order for the Company to function as an investment trust with a listing on the premium segment of the official list of the
Investee companies
Portfolio holdings are ultimately shareholders’ assets, and the Board recognises the importance of good stewardship and communication with investee companies in meeting the Company’s investment objective and strategy. The Board monitors the Manager’s stewardship activities and receives regular feedback from the Manager in respect of meetings with the management of portfolio companies.
Management of share rating
Issue
The Board recognises that it is in the long-term interests of shareholders that shares do not trade at a significant discount or premium to their prevailing net asset value. Therefore, where deemed to be in shareholders’ long-term interests, it may exercise its powers to issue shares or buy back shares with the objective of ensuring that an excessive premium or discount does not arise.
Engagement
The Board monitors the Company’s share rating on an ongoing basis and receives regular updates from the Company’s Broker and Manager regarding the level of discount and the drivers behind this. The Manager provides regular performance updates and detailed performance attribution.
The Board believes that the best way of maintaining the share rating at an optimal level over the long term is to create demand for the shares in the secondary market. To this end the Investment Manager is devoting considerable effort to broadening the awareness of the Company, particularly to wealth managers and to the wider retail shareholder market. The Company contributes to a focused investment trust sales and marketing initiative operated by BlackRock on behalf of the investment trusts under its management.
In addition to this, during the year, the Board engaged regularly with the Investment Manager and welcomed the increased level of marketing support provided to promote BlackRock Investment Trusts in the
Alongside this, the Board initiated a broader review which included examining the retail consumer landscape, expanding retail investor target audience and widening the marketing channels options – including PR – to reach them more effectively. Building on this foundation, the Board engaged an independent marketing agency to sharpen the Company’s positioning, messaging, tone and communication plan. This work is being incorporated into the ongoing marketing activity for the Company, and the Board believes it will help strengthen engagement and resonate more effectively with existing and prospective investors.
The purpose of the programme overall is to ensure effective communication with existing shareholders and to attract new shareholders to the Company to improve liquidity in the Company’s shares and to sustain the stock market rating of the Company.
The Board is also cognisant of the need to ensure that the Company’s mandate and structure remains relevant in the current market environment to attract demand. In the year under review it spent a significant amount of time reviewing strategic options for the Company, agreeing heads of terms for a Scheme of Combination with THRG (‘the Scheme’) and drafting the requisite documentation to give shareholders the option to vote on the creation of a larger combined vehicle that would offer a number of important benefit for investors, including increased scale, lower operating charges, lower management fees, and offered a substantial cash exit to allow investors to realise up to 28% of the Company’s issued share capital for cash. In addition, the transaction offered a co-manager structure that brought together
The Board recognises the importance of income to its shareholders and, following discussions with its advisers, concluded that an increased frequency of dividend payments would be welcomed by shareholders. The Board also notes the importance of the Company’s dividend approach being attractive to new investors, which will help to support demand for its shares and to narrow the discount. With effect from
In addition to focusing on driving increased demand through the initiatives above, the Board was also active in buying back the Company’s shares over the period under review. For the year ended
Since the year end and as at the date of this report, the Company has repurchased 45,000 shares for costs of £585,000 at an average discount of 13.3%.
Impact
Shareholders approved the Combination proposals by an overwhelming majority at the General Meeting held on
The tender offer for 28% of issued share capital was oversubscribed, with holders of 47.5% of the Company’s share capital electing to take cash.
The combination of the Company with THRG took effect on the
Over the last five years, the Company’s discount has widened steadily, from an average discount of 5.5% for the year to
As at
Over the last twelve years, the number of shares held by retail shareholders has increased from 46.2% (as at
Investment mandate and objective
Issue
The Board is committed to promoting the role and success of the Company in delivering on its investment mandate to shareholders over the long term. The Board also has responsibility to shareholders to ensure that the Company’s portfolio of assets is invested in line with the stated investment objective and in a way that ensures an appropriate balance between spread of risk and portfolio returns.
Engagement
The Board works closely with the Investment Manager throughout the year in further developing our investment strategy and underlying policies, not simply for the purpose of achieving the Company’s investment objective but in the interests of shareholders and future investors.
A significant amount of time was expended this year reviewing strategic options for the Company, agreeing heads of terms for a Scheme of Combination with THRG (‘the Scheme’) and drafting the requisite documentation. As part of this process, the Board proposed changes to the Company’s investment policy which were set out in a Circular to shareholders dated
Impact
Shareholders approved the changes to the Company’s investment policy at the General Meeting held on
Additional information on the portfolio activities undertaken by the Investment Manager can be found in the Investment Manager’s Report above.
Details regarding the Company’s NAV and share price performance can be found in the Chairman’s Statement above and in the Strategic Report above (and contained within the Annual Report and Financial Statements).
Responsible investing
Issue
More than ever, good governance and consideration of sustainable investment is a key factor in making investment decisions. Climate change is becoming a defining factor in companies’ long-term prospects across the investment spectrum, with significant and lasting implications for economic growth and prosperity.
Engagement
The Board believes that responsible investment and sustainability are important to the longer-term delivery of the Company’s success. The Board works closely with the Investment Manager to regularly review the Company’s performance, investment strategy and underlying policies to ensure that the Company’s investment objective continues to be met in an effective and responsible way in the interests of shareholders and future investors.
The Investment Manager’s approach to the consideration of Environmental, Social and Governance (ESG) factors in respect of the Company’s portfolio, as well as the Investment Manager’s engagement with investee companies, are kept under review by the Board. The Investment Manager reports to the Board in respect of how consideration of material ESG risks and opportunities is integrated into the investment process; a summary of BlackRock’s approach to ESG integration is set out within the Annual Report and Financial Statements. The Investment Manager’s engagement and voting policy is detailed within the Annual Report and Financial Statements and on the BlackRock website.
Impact
The Board and the Investment Manager believe there is a positive correlation between ESG practices and investment performance. Details of the Company’s performance in the year are given in the Chairman’s Statement and the Performance Record above.
The Company does not meet the criteria for Article 8 or 9 products under the EU Sustainable Finance Disclosure Regulation (SFDR) and the investments underlying this financial product do not take into account the EU criteria for environmentally sustainable economic activities. The Investment Manager has access to a range of data sources, including principal adverse indicator (PAI) data, when making decisions on the selection of investments. However, whilst BlackRock considers ESG risks for all portfolios and these risks may coincide with environmental or social themes associated with the PAIs, unless stated otherwise in the AIFMD Disclosure Document, the Company does not commit to considering PAIs in driving the selection of its investments.
Gearing and sources of finance
Issue
The Board believes that it is important for the Company to have an appropriate range of borrowings and facilities in place to provide a balance between longer-term and short-term maturities and between fixed and floating rates of interest.
Engagement
Gearing levels and sources of funding are reviewed regularly by the Board with a view to ensuring that the Company has a suitable mix of financing at competitive market rates.
As at
It is the Board’s intention that gearing will not exceed 15% of the net assets of the Company at the time of the drawdown of the relevant borrowings. Under normal operating conditions it is envisaged that gearing will be within a range of 0%-15% of net assets.
Impact
The Board has been proactive over the last few years in putting in place structural fixed gearing with the issue of £70 million of private placement notes issued between
For the year to
At the year end, the Company’s gearing was 5.7% of net assets.
Service levels of third-party providers
Issue
The Board acknowledges the importance of ensuring that the Company’s principal suppliers are providing a suitable level of service at a competitive price: including the Manager in respect of investment performance and delivering on the Company’s investment mandate; the Custodian and Depositary in respect of their duties towards safeguarding the Company’s assets; the Registrar in its maintenance of the Company’s share register and dealing with investor queries and the Company’s Broker in respect of the provision of advice and acting as a market maker for the Company’s shares.
Engagement
The Manager reports to the Board on the Company’s performance on a regular basis. The Board carries out a robust annual evaluation of the Manager’s performance, their commitment and available resources. The Board performs an annual review of the service levels of all third-party service providers and concludes on their suitability to continue in their role. The Board receives regular updates from the AIFM, Depositary, Registrar and Broker on an ongoing basis. The Board works closely with the Manager to gain comfort that relevant business continuity plans are in place and are operating effectively for all of the Company’s service providers.
As part of the ongoing review and oversight of service provider costs, and subject to the approval of the Scheme of Combination with THRG, the Board negotiated a revised management fee equal to: (i) 0.5% per annum on the first £500 million of the Company’s NAV; (ii) 0.475% per annum on the Company’s NAV between £500 million and £750 million; and (iii) 0.45% per annum on the Company’s NAV in excess of £750 million. As well as a lower rate, the new fee is applied to net assets (previously the fee was applied to total assets less current liabilities). As the Company has £70 million of fixed debt, the change in the basis of the fee represented a significant reduction.
Impact
All performance evaluations were performed on a timely basis and the Board concluded that all third-party service providers, including the Manager were operating effectively and providing a good level of service. The Board has received updates in respect of business continuity planning from the Company’s Manager, Custodian, Depositary, Fund Administrator, Broker, Registrar and printers, and is confident that the arrangements in place are appropriate.
The revised management fee was implemented with effect from
In addition to the revised fee, the Board negotiated a six month fee waiver as a contribution from BlackRock to the costs of the Scheme transaction.
Board composition
Issue
The Board is committed to ensuring that its own composition brings an appropriate balance of knowledge, experience and skills, and that it is compliant with best corporate governance practice under the
Engagement
The Board engaged an external firm (Linstock) to carry out an independent external evaluation of the Board in 2025.
All Directors are subject to a formal evaluation process on an annual basis and it was concluded that the Board, its Committees and the Chairman were all performing in an effective manner. More details are given within the Annual Report and Financial Statements.
All Directors stand for re-election/election by shareholders annually.
Shareholders may attend the AGM and raise any queries in respect of Board composition or individual Directors in person or may contact the Company Secretary or the Chairman using the details provided within the Annual Report and Financial Statements with any issues.
The Board has implemented a policy of limiting directors’ tenure to nine years. Subject to the constraints of effective succession planning, it is the Board’s aim that no Director will serve on the
Impact
As at
The Parker Review in respect of board diversity and the recent changes to the FCA’s Listing Rules set diversity targets and associated disclosure requirements for
Further information on the composition and diversity of the Board can be found in the Corporate Governance Statement contained within the Annual Report and Financial Statements.
At the start of the year under review, no Board Director had tenure in excess of nine years.
Details of each Director’s contribution to the success and promotion of the Company are set out in the Directors’ Report contained within the Annual Report and Financial Statements and details of Directors’ biographies can be found within the Annual Report and Financial Statements.
The Directors are not aware of any issues that have been raised directly by shareholders in respect of Board composition in the year under review. Details for the proxy voting results in favour and against individual Directors’ re-election at the 2025 AGM are given on the Company’s website at www.blackrock.com/uk/brsc.
On
Shareholders
Issue
Continued shareholder support and engagement are critical to the continued existence of the Company and the successful delivery of its long-term strategy.
Engagement
For the year under review, and as described above, the Board has been active in pursuing strategic opportunities to enhance the attractiveness of the Company to investors and deliver value to shareholders, resulting in the publication of the circular on
The Board is committed to maintaining open channels of communication and to engage with shareholders and welcomes and encourages attendance and participation from shareholders at its Annual General Meetings. If shareholders wish to raise issues or concerns with the Board outside of the AGM, they are welcome to do so at any time. The Chairman is available to meet directly with shareholders periodically to understand their views on governance and the Company’s performance where they wish to do so. He may be contacted via the Company Secretary whose details are given within the Annual Report and Financial Statements.
The Annual Report and Half Yearly Financial Report are available on the Company’s website and are also circulated to shareholders either in printed copy or via electronic communications. In addition, regular updates on performance, monthly factsheets, the daily NAV and other information are also published on the website at www.blackrock.com/uk/brsc.
The Board also works closely with the Manager to develop the Company’s marketing strategy, with
The Manager also coordinates public relations activity, including meetings between the portfolio managers and shareholders and potential investors to set out their vision for the portfolio strategy and outlook for the region and in the year under review, the Company held a number of webcasts and virtual conferences as well as meeting with investors by videoconference.
The Manager releases monthly portfolio updates to the market to ensure that investors are kept up to date in respect of performance and other portfolio developments and maintains a website on behalf of the Company that contains relevant information in respect of the Company’s investment mandate and objective.
Impact
Shareholders approved the Scheme of Combination with THRG by an overwhelming majority at the General Meeting on
The Board signed an extension to its existing standstill agreement with
The Board values any feedback and questions from shareholders ahead of and during Annual General Meetings in order to gain an understanding of their views and will take action when and as appropriate. Feedback and questions will also help the Company evolve its reporting, aiming to make reports more transparent and understandable. Feedback from all substantive meetings between the Investment Manager and shareholders will be shared with the Board. The Directors will also receive updates from the Company’s broker on any feedback from shareholders, as well as share trading activity, share price performance and an update from the Investment Manager.
The portfolio management team attended a number of professional investor meetings (mainly by videoconference) and held discussions with many different wealth management desks and offices in respect of the Company during the year under review. The portfolio manager also participated in a panel discussion at the
Some investors commented that they liked the fact that (in common with many closed-ended funds across the sector) the Company’s discount had widened, making the shares excellent value. Investors expressed concerns over the outlook for
For and on behalf of the Board
Chairman
RELATED PARTY TRANSACTIONS: TRANSACTIONS WITH THE MANAGER AND AIFM
The investment management fee for the year ended
In addition to the above services, BIM (
During the year, the Manager pays the amounts due to the Directors. These fees are then reimbursed by the Company for the amounts paid on its behalf. As at
The Company holds an investment in the
The ultimate holding company of the Manager and the Investment Manager is BlackRock, Inc., a company incorporated in
RELATED PARTY DISCLOSURE: DIRECTORS’ EMOLUMENTS
At the date of this report, the Board consists of non-executive Directors, all of whom are considered to be independent of the Manager by the Board. Disclosures of the Directors’ interests in the ordinary shares of the Company and fees and expenses payable to the Directors are set out in the Directors’ Remuneration Report, contained within the Annual Report and Financial Statements. At
None of the Directors has a service contract with the Company. For the year ended
Statement of Directors’ Responsibilities in respect of the Annual Report and Financial Statements
The Directors are responsible for preparing the Annual Report and Financial Statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).
Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company as at the end of each financial year and of the profit or loss of the Company for that year.
In preparing those financial statements, the Directors are required to:
-- present fairly the financial position, financial performance and
cash flows of the Company;
-- select suitable accounting policies and then apply them
consistently;
-- present information, including accounting policies, in a manner
that provides relevant, reliable, comparable and understandable
information;
-- make judgements and estimates that are reasonable and prudent;
-- state whether applicable UK Accounting Standards have been
followed, subject to any material departures disclosed and explained in
the financial statements; and
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will continue in
business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and that enable them to ensure that the Financial Statements and the Directors’ Remuneration Report comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are also responsible for preparing the Strategic Report, Directors’ Report, the Directors’ Remuneration Report, the Corporate Governance Statement and the Report of the Audit Committee in accordance with the Companies Act 2006 and applicable regulations, including the requirements of the Listing Rules and the Disclosure Guidance and Transparency Rules. The Directors have delegated responsibility to the Manager for the maintenance and integrity of the Company’s corporate and financial information included on BlackRock’s website. Legislation in the
Each of the Directors, whose names are listed within the Annual Report and Financial Statements, confirms that, to the best of their knowledge:
-- the Financial Statements, prepared in accordance with applicable
accounting standards, give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Company; and
-- the Strategic Report contained in the Annual Report and
Financial Statements includes a fair review of the development and
performance of the business and the position of the Company, together
with a description of the principal risks and uncertainties that it
faces.
The
For and on behalf of the Board
Chairman
15 May 2026
Income Statement
for the year ended 28 February 2026
2026 2025
Notes Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Gains/
(losses) on
investments
held at – 45,554 45,554 – (19,794) (19,794)
fair value
through
profit or
loss
Gains/
(losses) on – 39 39 – (3) (3)
foreign
exchange
Income from
investments
held at
fair value 3 19,609 797 20,406 22,684 875 23,559
through
profit or
loss
Other 3 1,194 – 1,194 1 – 1
income
---------- ---------- ---------- ---------- ---------- ----------
Total
income/ 20,803 46,390 67,193 22,685 (18,922) 3,763
(loss)
====== ====== ====== ====== ====== ======
Expenses
Investment
management 4 (977) (2,931) (3,908) (1,153) (3,458) (4,611)
fee
Other
operating 5 (1,127) (27) (1,154) (940) (25) (965)
expenses
---------- ---------- ---------- ---------- ---------- ----------
Total
operating (2,104) (2,958) (5,062) (2,093) (3,483) (5,576)
expenses
====== ====== ====== ====== ====== ======
Net
profit/
(loss)
before 18,699 43,432 62,131 20,592 (22,405) (1,813)
finance
costs and
taxation
Finance (468) (1,399) (1,867) (627) (1,781) (2,408)
costs
Net
profit/
(loss) 18,231 42,033 60,264 19,965 (24,186) (4,221)
before
taxation
---------- ---------- ---------- ---------- ---------- ----------
– –
Taxation (59) (59) (47) (47)
Net
profit/
(loss) 18,172 42,033 60,205 19,918 (24,186) (4,268)
after
taxation
---------- ---------- ---------- ---------- ---------- ----------
Earnings/
(loss) per
ordinary
share 7 43.77 101.24 145.01 42.53 (51.64) (9.11)
(pence) –
basic and
diluted
====== ====== ====== ====== ====== ======
The total columns of this statement represent the Company’s profit and loss account. The supplementary revenue and capital accounts are both prepared under guidance published by the Association of Investment Companies (AIC). All items in the above statement derive from continuing operations. No operations were acquired or discontinued during the year. All income is attributable to the equity holders of the Company.
The net profit/(loss) for the year disclosed above represents the Company’s total comprehensive income/(loss).
Statement of Changes in Equity
for the year ended 28 February 2026
Called up Share Capital Capital Revenue
Notes share premium redemption reserves reserve Total
capital account reserve
£’000 £’000 £’000 £’000 £’000 £’000
For
the year ended
28 February
2026
At 28
February 2025 12,498 51,980 1,982 529,771 18,548 614,779
Total
comprehensive
income:
Net
profit for the – – – 42,033 18,172 60,205
year
Transactions
with owners,
recorded
directly to
equity:
Ordinary
shares 11, – – – (51,753) – (51,753)
repurchased 12
into treasury
Share
repurchase 11, – – – (354) – (354)
costs 12
Tender offer – – – (300) – (300)
costs
Dividends 6 – – – – (18,735) (18,735)
paid1
----------- ----------- ----------- ----------- ----------- -----------
At 28
February 2026 12,498 51,980 1,982 519,397 17,985 603,842
====== ====== ====== ====== ====== ======
For
the year ended
28 February
2025
At 29
February 2024 12,498 51,980 1,982 601,098 18,648 686,206
Total
comprehensive
(loss)/income:
Net
(loss)/profit – – – (24,186) 19,918 (4,268)
for the year
Transactions
with owners,
recorded
directly to
equity:
Ordinary
shares 11, – – – (46,838) – (46,838)
repurchased 12
into treasury
Share
repurchase 11, – – – (303) – (303)
costs 12
Dividends 6 – – – – (20,018) (20,018)
paid2
----------- ----------- ----------- ----------- ----------- -----------
At 28
February 2025 12,498 51,980 1,982 529,771 18,548 614,779
====== ====== ====== ====== ====== ======
1 Interim dividend paid in respect of the year ended 28 February 2026 of 16.00p was declared on 24 October 2025 and paid on 10 December 2025. Final dividend paid in respect of the year ended 28 February 2025 of 28.50p was declared on 7 May 2025 and paid on 26 June 2025.
2 Interim dividend paid in respect of the year ended 28 February 2025 of 15.50p was declared on 24 October 2024 and paid on 4 December 2024. Final dividend paid in respect of the year ended 29 February 2024 of 27.00p was declared on 14 May 2024 and paid on 27 June 2024.
For information on the Company’s distributable reserves, please refer to the Annual Report and Financial Statements.
Balance Sheet
as at 28 February 2026
Notes 2026 2025
£’000 £’000
Non current
assets
Investments
held at fair value 638,084 696,573
through profit or loss
Current assets
Current 76 84
taxation asset
Debtors 8 7,014 9,738
Cash and cash
equivalents – Cash 36,146 –
Fund
Total current 43,236 9,822
assets
======== ========
Current
liabilities
Cash and cash
equivalents – bank (262) (9,230)
overdraft
Creditors –
amounts falling due 9 (7,645) (12,843)
within one year
Net current 35,329 (12,251)
assets/(liabilities)
--------------
--------------
Total assets
less current 673,413 684,322
liabilities
======== ========
Creditors –
amounts falling due 10 (69,571) (69,543)
after more than one
year
Net assets 603,842 614,779
======== ========
Total equity
Called up 11 12,498 12,498
share capital
Share premium 12 51,980 51,980
account
Capital 12 1,982 1,982
redemption reserve
Capital 12 519,397 529,771
reserves
Revenue 12 17,985 18,548
reserve
Total 7 603,842 614,779
shareholders’ funds
--------------
--------------
Net asset
value per ordinary 1,516.70 1,403.45
share (debt at par
value) (pence)
--------------
--------------
Net asset
value per ordinary 1,579.08 1,463.44
share (debt at fair
value) (pence)
======== ========
Statement of Cash Flows
for the year ended 28 February 2026
2026 2025
£’000 £’000
Operating activities
Net profit/(loss) before 60,264 (4,221)
taxation1
Changes in working
capital items:
Decrease in debtors 407 348
(Decrease)/increase in (2,033) 1,065
other creditors
Decrease/(increase) in 2,317 (5,293)
amounts due from brokers
(Decrease)/increase in (926) 3,143
amounts due to brokers
Other adjustments:
Finance costs 1,867 2,408
(Gains)/losses on
investments held at fair value (45,554) 19,794
through profit or loss
Net (gains)/losses on (39) 3
foreign exchange
Special dividends (797) (875)
allocated to capital
Sale of investments
held at fair value through 545,696 546,719
profit or loss
Purchase of investments
held at fair value through (440,856) (497,033)
profit or loss
Net cash inflow from
operating activities before 120,346 66,058
taxation
-------------- --------------
Taxation paid (51) (47)
Net cash inflow from 120,295 66,011
operating activities
-------------- --------------
Financing activities
Ordinary shares (53,994) (44,663)
repurchased into treasury
Share repurchase costs (354) (303)
Tender offer costs (300) –
Interest paid (1,837) (2,383)
Dividends paid (18,735) (20,018)
Net cash outflow from (75,220) (67,367)
financing activities
-------------- --------------
Increase/(decrease) in 45,075 (1,356)
cash and cash equivalents
Effect of foreign 39 (3)
exchange rate changes
Cash and cash (9,230) (7,871)
equivalents at beginning of year
Cash and cash 35,884 (9,230)
equivalents at end of year
-------------- --------------
Comprised of:
Cash Fund2 36,146 –
Bank overdraft (262) (9,230)
-------------- --------------
35,884 (9,230)
======== ========
1 Dividends and interest received in cash during the year amounted to £19,988,000 and £1,071,000 (2025: £22,774,000 and £1,000).
2 Cash Fund represents funds held on deposit with the BlackRock Institutional Cash Series plc - Sterling Liquid Environmentally Aware Fund.
Notes to the Financial Statements
for the year ended 28 February 2026
1. Principal activity
The principal activity of the Company is that of an investment trust company within the meaning of Section 1158 of the Corporation Tax Act 2010.
2. Accounting policies
The principal accounting policies adopted by the Company are set out below.
(a) Basis of preparation
The financial statements have been prepared on a going concern basis in accordance with The Financial Reporting Standard applicable in the
Substantially, all of the assets of the Company consist of securities that are readily realisable and, accordingly, the Directors are satisfied that the Company has adequate resources to continue in operational existence for the period to 28 February 2028, being a period of at least 12 months from the date of approval of the financial statements, and therefore consider the going concern assumption to be appropriate. The Directors have reviewed compliance with the covenants associated with the loan notes and revolving credit facility, income and expense projections and the liquidity of the investment portfolio in making their assessment.
The Directors have considered the impact of climate change on the value of the investments included in the Financial Statements and have concluded that there was no further impact of climate change to be considered as the investments are valued based on market pricing as required by FRS 102.
None of the Company’s other assets and liabilities were considered to be potentially impacted by climate change.
The principal accounting policies adopted by the Company are set out below. Unless specified otherwise, the policies have been applied consistently throughout the year and are consistent with those applied in the preceding year. All of the Company’s operations are of a continuing nature.
The Company’s financial statements are presented in Sterling, which is the functional currency of the Company and the primary economic environment in which the Company operates. All values are rounded to the nearest thousand pounds (£’000) except where otherwise stated.
(b) Presentation of Income Statement
In order to better reflect the activities of an investment trust company and in accordance with guidance issued by the AIC, supplementary information which analyses the Income Statement between items of a revenue and a capital nature has been presented alongside the Income Statement.
(c) Segmental reporting
The Directors are of the opinion that the Company is engaged in a single segment of business being investment business.
(d) Income
Dividends receivable on equity shares are treated as revenue for the year on an ex-dividend basis. Where no ex-dividend date is available, dividends receivable on or before the year end are treated as revenue for the year. Provisions are made for dividends not expected to be received. The return on a debt security is recognised on a time apportionment basis.
Special dividends are recognised on an ex-dividend basis and are treated as capital or revenue depending on the facts or circumstances of each particular dividend.
Dividends are accounted for in accordance with Section 29 of FRS 102 on the basis of income actually receivable, without adjustment for tax credits attaching to the dividend. Dividends from overseas companies continue to be shown gross of withholding tax.
Deposit interest receivable is accounted for using the effective interest rate method in accordance with Section 11 of FRS 102.
Where the Company has elected to receive its dividends in the form of additional shares rather than in cash, the cash equivalent of the dividend foregone is recognised in the revenue account of the Income Statement. Any excess in the value of the shares over the amount of the cash dividend is recognised in capital reserves.
(e) Expenses
All expenses, including finance costs, are accounted for on an accruals basis. Expenses have been charged wholly to the revenue account of the Income Statement, except as follows:
-- expenses which are incidental to the acquisition or disposal of
an investment are treated as capital. Details of transaction costs on
the purchases and sales of investments are shown within the Annual
Report and Financial Statements;
-- expenses are treated as capital where a connection with the
maintenance of enhancement of the value of the investments can be
demonstrated; and
-- the investment management fee and finance costs have been
allocated 75% to the capital account and 25% to the revenue account of
the Income Statement in line with the Board’s expected long-term split
of returns, in the form of capital gains and income respectively, from
the investment portfolio.
(f) Taxation
The tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on the taxable profit for the year. Taxable profit differs from net profit as reported in the Income Statement because it excludes items of income or expenses that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that were applicable at the balance sheet date.
The current tax effect of different items of expenditure is allocated between capital and revenue on the marginal basis using the Company’s effective rate of corporation tax for the accounting period.
Deferred taxation is recognised in respect of all timing differences at the financial reporting date, where transactions or events that result in an obligation to pay more taxation in the future or right to less taxation in the future have occurred at the balance sheet date. Deferred tax is measured on a non-discounted basis, at the average tax rates that are expected to apply in the periods in which the timing differences are expected to reverse based on tax rates and laws that have been enacted or substantively enacted by the balance sheet date. This is subject to deferred taxation assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the timing differences can be deducted.
(g) Investments held at fair value through profit or loss
The Company’s investments are classified as held at fair value through profit or loss in accordance with Sections 11 and 12 of FRS 102 and are managed and evaluated on a fair value basis in accordance with its investment strategy.
All investments are classified upon initial recognition as held at fair value through profit or loss. Purchases of investments are recognised on a trade date basis. Sales of assets are recognised at the trade date of the disposal and the proceeds will be measured at fair value, which will be regarded as the proceeds of the sale less any transaction costs.
The fair value of the financial investments is based on their quoted bid price at the balance sheet date on the exchange on which the investment is quoted, without deduction for the estimated future selling costs.
Unquoted investments are valued by the Directors at fair value using International Private Equity and Venture Capital Valuation Guidelines. This policy applies to all current and non-current asset investments of the Company.
Changes in the value of investments held at fair value through profit or loss and gains and losses on disposal are recognised in the Income Statement as ‘Gains or losses on investments held at fair value through profit or loss’. Also included within this heading are transaction costs in relation to the purchase or sale of investments.
The fair value hierarchy consists of the following three levels:
Level 1 – Quoted market price for identical instruments in active markets.
Level 2 – Valuation techniques using observable inputs.
Level 3 – Valuation techniques using significant unobservable inputs.
(h) Dividends payable
Under Section 32 of FRS 102, final dividends should not be accrued in the financial statements unless they have been approved by shareholders before the balance sheet date. Dividends payable to equity shareholders are recognised in the Statement of Changes in Equity when they have been approved by shareholders and have become a liability of the Company. Interim dividends are recognised in the financial statements in the period in which they are paid.
(i) Foreign currency translation
In accordance with Section 30 of FRS 102, the Company is required to nominate a functional currency, being the currency in which the Company predominately operates. The functional and reporting currency is Sterling, reflecting the primary economic environment in which the Company operates. Transactions in foreign currencies are translated into Sterling at the rates of exchange ruling on the date of the transaction. Foreign currency monetary assets and liabilities are translated into Sterling at the rates of exchange ruling at the balance sheet date. Profits and losses thereon are recognised in the capital account of the Income Statement and taken to the capital reserve.
(j) Share repurchases, share re-issues and new share issues
Shares repurchased and subsequently cancelled – share capital is reduced by the nominal value of the shares repurchased, and the capital redemption reserve is correspondingly increased in accordance with Section 733 of the Companies Act 2006. The full cost of the repurchase is charged to the capital reserves.
Shares repurchased and held in treasury – the full cost of the repurchase is charged to the capital reserves.
Where treasury shares are subsequently re-issued:
-- amounts received to the extent of the repurchase price are
credited to the capital reserves; and
-- any surplus received in excess of the repurchase price is taken
to the share premium account.
Where new shares are issued, the par value is taken to called up share capital and amounts received to the extent of any surplus received in excess of the par value are taken to the share premium account.
Share issue costs are charged to the share premium account. Costs on share re-issues are charged to the capital reserves.
(k) Debtors
Debtors include sales for future settlement, other debtors and prepayments and accrued income in the ordinary course of business. If collection is expected in one year or less, they are classified as current assets. If not, they are presented as non-current assets.
(l) Creditors
Creditors include purchases for future settlement, interest payable, share buyback costs and accruals in the ordinary course of business. Creditors, loans and debentures are classified as creditors – amounts due within one year if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as creditors – amounts falling due after more than one year. Debentures are held at par less amortised cost, whilst all other creditors are held at fair value.
(m) Cash and cash equivalents
Cash comprises cash in hand and on demand deposits and bank overdrafts repayable on demand. Cash equivalents include short-term, highly liquid investments, that are readily convertible to known amounts of cash and that are subject to an insignificant risk of changes in value.
The investment in the BlackRock Institutional Cash Series plc - Sterling Liquid Environmentally Aware Fund has been presented in the financial statements as a cash equivalent as it is held for short-term cash management purposes.
(n) Critical accounting estimates and judgements
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates and assumptions will, by definition, seldom equal the related actual results. Estimates and judgements are regularly evaluated and are based on historical experience and other factors, including expectations of future events and that are believed to be reasonable under the circumstances. The Directors do not believe that any accounting judgements or estimates have a significant risk of causing material adjustment to the carrying amount of assets and liabilities within the next financial year.
3. Income
2026 2025
£’000 £’000
Investment income1:
UK dividends 14,966 18,567
UK special dividends 691 801
UK property income 649 1,007
distributions
Dividends from UK REITs2 514 493
Overseas dividends 1,424 1,514
Overseas special 966 –
dividends
Dividends from overseas 399 302
REITs2
-------------- --------------
Total investment income 19,609 22,684
======== ========
Other income:
Bank interest 18 1
Interest from Cash Fund 1,176 –
Total other income 1,194 1
-------------- --------------
Total 20,803 22,685
======== ========
1
2 REITs - real estate investment trusts.
Special dividends of £797,000 have been recognised in capital during the year (2025: £875,000).
Dividends and interest received in cash during the year amounted to £19,988,000 and £1,071,000 (2025: £22,774,000 and £1,000).
4. Investment management fee
2026 2025
Total Total
Revenue Capital Revenue Capital
£’000 £’000 £’000 £’000 £’000 £’000
Investment
management 977 2,931 3,908 1,153 3,458 4,611
fee
------------ ------------ ------------ ------------ ------------ ------------
Total 977 2,931 3,908 1,153 3,458 4,611
====== ====== ====== ====== ====== ======
Up to 16 April 2026, the investment management fee was based on a rate of 0.6% of the first £750 million of total assets (excluding current year income) less the current liabilities of the Company (the “Fee Asset Amount”), reducing to 0.5% above this level. The fee was calculated at the rate of one quarter of 0.6% of the Fee Asset Amount up to the initial threshold of £750 million, and one quarter of 0.5% of the Fee Asset Amount in excess thereof, at the end of each quarter. With effect from 16 April 2026, the AIFM receives a revised management fee equal to: (i) 0.5% per annum on the first £500 million of the Company’s Net Asset Value (NAV); (ii) 0.475% per annum on the Company’s NAV between £500 million and £750 million; and (iii) 0.45% per annum on the Company’s NAV in excess of £750 million.
In addition to the revised fee, BlackRock has agreed to waive the management fee for six months with effect from 16 April 2026 as a contribution to the costs of the combination with THRG. The investment management fee is allocated 25% to the revenue account and 75% to the capital account of the Income Statement.
5. Other operating expenses
2026 2025
£’000 £’000
Allocated to revenue:
Custody fees 6 9
Depositary fees 68 83
Auditors’ remuneration1 61 52
Registrar’s fee 55 46
Directors’ emoluments2 205 240
Marketing fees 269 195
AIC fees 26 22
Bank charges 24 24
Broker fees 35 23
Stock exchange listings 45 41
Printing and postage fees 60 39
Legal fees 44 43
Prior year expenses written – (11)
back3
Other administrative costs 229 134
----------- -----------
Total revenue expenses 1,127 940
======= =======
Allocated to capital:
Custody transaction charges4 27 25
Total capital expenses 27 25
----------- -----------
Total 1,154 965
======= =======
2026 2025
Ongoing charges5 0.8% 0.8%
======= =======
1 No non-audit services were provided by the Company’s auditors (2025: none).
2 Further information on Directors’ emoluments can be found in the Directors’ Remuneration Report contained within the Annual Report and Financial Statements.
3 No prior year expenses were written back during the year ended 28 February 2026 (2025: bank charges, printing and postage fees and miscellaneous fees).
4 For the year ended 28 February 2026, expenses of £27,000 (2025: £25,000) were charged to the capital account of the Income Statement. These relate to transaction costs charged by the Custodian on sale and purchase trades.
5 The Company’s ongoing charges are calculated as a percentage of average daily net assets and using the management fee and all other operating expenses, excluding finance costs, direct transaction costs, custody transaction charges, VAT recovered, taxation, prior year expenses written back and certain non-recurring items. Alternative Performance Measure, see Glossary contained within the Annual Report and Financial Statements.
6. Dividends
2026 2025
Dividends paid Record Payment £’000 £’000
on equity date date
shares:
2024 24 May 27 – 12,717
Final of 27.00p 2024 June 2024
2025 1 4
Interim of November 2024 December 2024 – 7,301
15.50p
2025 16 May 26 –
Final of 28.50p 2025 June 2025 12,285
2026 7 10
First Interim November 2025 December 2025 6,450 –
of 16.00p
---------
---------
Accounted for
in the 18,735 20,018
financial
statements
======= =======
The Directors have proposed a second and final interim dividend of 28.50 p per share in respect of the year ended 28 February 2026. The second and final interim dividend will be paid, subject to shareholders’ approval, on 8 May 2026 to shareholders on the Company’s register on 10 April 2026. The proposed second and final interim dividend has not been included as a liability in these financial statements, as dividends are only recognised in the financial statements when they have been approved by shareholders.
The total dividends payable in respect of the year which form the basis of determining retained income for the purposes of Section 1158 of the Corporation Tax Act 2010 and Section 833 of the Companies Act 2006, and the amount proposed for the year ended 28 February 2026 meet the relevant requirements as set out in this legislation.
2026 2025
Dividends paid or proposed £’000 £’000
on equity shares:
First interim dividend paid 6,450 7,301
of 16.00p (2025: 15.50p)
Second and final interim
dividend proposed of 28.50p per 11,347 12,285
share1 (2025: 28.50p)
------------ ------------
Total 17,797 19,586
======= =======
1 Based upon 39,812,792 ordinary shares (excluding treasury shares) in issue on 10 April 2026.
All dividends paid or payable are distributed from the Company’s distributable reserves.
7. Returns and net asset value per share
Revenue earnings, capital earnings/(loss) and net asset value per ordinary share are shown below and have been calculated using the following:
2026 2025
Revenue return attributable 18,172 19,918
to ordinary shareholders (£’000)
Capital profit/(loss)
attributable to ordinary 42,033 (24,186)
shareholders (£’000)
------------ ------------
Total profit/(loss)
attributable to ordinary 60,205 (4,268)
shareholders (£’000)
======= =======
Total shareholders’ funds 603,842 614,779
(£’000)
======= =======
The weighted average number
of ordinary shares in issue during 41,517,247 46,833,380
the year on which the earnings per
ordinary share was calculated was:
The actual number of
ordinary shares in issue at the end 39,812,792 43,804,792
of each year on which the undiluted
net asset value was calculated was:
Earnings per share
Revenue earnings per share 43.77 42.53
(pence) – basic and diluted
Capital earnings/(loss) per 101.24 (51.64)
share (pence) – basic and diluted
------------ ------------
Total earnings/(loss) per 145.01 (9.11)
share (pence) – basic and diluted
======= =======
As at As at
28 February 28 February
2026 2025
Net asset value per ordinary share 1,516.70 1,403.45
(debt at par value) (pence)
Net asset value per ordinary share 1,579.08 1,463.44
(debt at fair value) (pence)
Ordinary share price (pence) 1,402.00 1,270.00
======= =======
8. Debtors
2026 2025
£’000 £’000
Sales for future settlement 6,553 8,870
Prepayments and accrued 461 868
income
------------ ------------
Total 7,014 9,738
======= =======
9. Creditors – amounts falling due within one year
2026 2025
£’000 £’000
Purchases for future 4,140 5,066
settlement
Interest payable 583 581
Share buybacks awaiting – 2,241
settlement
Accruals 2,922 4,955
------------ ------------
Total 7,645 12,843
======= =======
10. Creditors – amounts falling due after more than one year
2026 2025
£’000 £’000
2.74% loan note 2037 25,000 25,000
Unamortised loan note issue (154) (168)
expenses
24,846 24,832
------------ ------------
2.41% loan note 2044 20,000 20,000
Unamortised loan note issue (120) (127)
expenses
19,880 19,873
------------ ------------
2.47% loan note 2046 25,000 25,000
Unamortised loan note issue (155) (162)
expenses
24,845 24,838
------------ ------------
Total 69,571 69,543
======= =======
The fair value of the 2.74% loan note has been determined based on a comparative yield for
The first £25 million loan note was issued on 24 May 2017. Interest on the note is payable in equal half yearly instalments on 24 May and 24 November in each year. The loan note is unsecured and is redeemable at par on 24 May 2037.
The £20 million loan note was issued on 3 December 2019. Interest on the note is payable in equal half yearly instalments on 3 December and 3 June in each year. The loan note is unsecured and is redeemable at par on 3 December 2044.
The second £25 million loan note was issued on 16 September 2021. Interest on the note is payable in equal half yearly instalments on 24 May and 16 September each year. The loan note is unsecured and is redeemable at par on 16 September 2046.
The Company also has available an uncommitted overdraft facility of £60 million with
11. Called up share capital
Ordinary Treasury Total Nominal
shares shares shares value
number number number £’000
Allotted,
called up
and fully
paid share
capital
comprised:
Ordinary
shares of 25
pence each
At
29 February 47,319,792 2,673,731 49,993,523 12,498
2024
Ordinary
shares – –
repurchased (3,515,000) 3,515,000
into
treasury
At
28 February 43,804,792 6,188,731 49,993,523 12,498
2025
Ordinary
shares – –
repurchased (3,992,000) 3,992,000
into
treasury
---------------- ---------------- ---------------- ----------------
At
28 February 39,812,792 10,180,731 49,993,523 12,498
2026
========= ========= ========= =========
During the year ended 28 February 2026, the Company repurchased 3,992,000 shares (2025: 3,515,000) into treasury for a total consideration of £52,107,000 (2025: £47,141,000).
Since 28 February 2026 and up to the latest practicable date of 12 May 2026, 45,000 ordinary shares have been repurchased into treasury for a total consideration of £585,000.
The ordinary shares (excluding any shares held in treasury) carry the right to receive any dividends and have one voting right per ordinary share. There are no restrictions on the voting rights of the ordinary shares or on the transfer of ordinary shares.
12. Reserves
Distributable reserves
Capital
Capital reserve
Share Capital
reserve (arising on Revenue
premium redemption revaluation
(arising on reserve
account reserve investments of
sold)
investments
held)
£’000 £’000 £’000 £’000 £’000
At
29 February 51,980 1,982 565,497 35,601 18,648
2024
Movement
during the
year:
Losses on
realisation – – (2,573) – –
of
investments
Change in
investment – – – (16,346) –
holding
gains
Losses on
foreign – – (3) – –
currency
transactions
Finance
costs and – – (5,264) – –
expenses
charged to
capital
Net
profit for – – – – 19,918
the year
Ordinary
shares – – – –
repurchased (46,838)
into
treasury
Share – – (303) – –
buyback
costs
Dividends – – – –
paid during (20,018)
the year
---------------- ---------------- ---------------- ---------------- ----------------
At
28 February 51,980 1,982 510,516 19,255 18,548
2025
========= ========= ========= ========= =========
Movement
during the
year:
Losses on
realisation – – (31,988) – –
of
investments
Change in
investment – – – 78,339 –
holding
gains
Gains on
foreign – – 39 – –
currency
transactions
Finance
costs and – – (4,357) – –
expenses
charged to
capital
Net
profit for – – – – 18,172
the year
Ordinary
shares – – – –
repurchased (51,753)
into
treasury
Share – – (354) – –
repurchase
costs
Tender offer – – (300) – –
cost
Dividends – – – –
paid during (18,735)
the year
---------------- ---------------- ---------------- ---------------- ----------------
At
28 February 51,980 1,982 421,803 97,594 17,985
2026
========= ========= ========= ========= =========
The share premium account and capital redemption reserve of £51,980,000 and £1,982,000 (2025: £51,980,000 and £1,982,000) are not distributable reserves under the Companies Act 2006. In accordance with ICAEW Technical Release 02/17BL on Guidance on Realised and Distributable Profits under the Companies Act 2006, the capital reserve may be used as distributable reserves for all purposes and, in particular, the repurchase by the Company of its ordinary shares and for payments such as dividends. In accordance with the Company’s Articles of Association, the capital reserve of £519,397,000 (2025: £529,771,000) and the revenue reserve of £17,985,000 (2025: £18,548,000) may be distributed by way of dividend. The gain on the capital reserve arising on the revaluation of investments of £97,594,000 (2025: gain of £19,255,000) is subject to fair value movements and may not be readily realisable at short notice, as such it may not be entirely distributable. The investments are subject to financial risks, as such capital reserves (arising on investments sold) and the revenue reserve may not be entirely distributable if a loss occurred during the realisation of these investments.
As at 28 February 2026, the Company’s distributable reserves (excluding capital reserves on the revaluation of investments) amounted to £439,788,000 (2025: £529,064,000).
13. Valuation of financial instruments
Financial assets and financial liabilities are either carried in the Balance Sheet at their fair value (investments) or at an amount which is a reasonable approximation of fair value (due from brokers, dividends and interest receivable, due to brokers, accruals, cash at bank and bank overdrafts). Section 34 of FRS 102 requires the Company to classify fair value measurements using a fair value hierarchy that reflects the significance of inputs used in making the measurements. The valuation techniques used by the Company are explained in the accounting policies note 2 of the Financial Statements.
Categorisation within the hierarchy has been determined on the basis of the lowest level input that is significant to the fair value measurement of the relevant asset.
The fair value hierarchy has the following levels:
Level 1 – Quoted market price for identical instruments in active markets
A financial instrument is regarded as quoted in an active market if quoted prices are readily available from an exchange, dealer, broker, industry group, pricing service or regulatory agency and those prices represent actual and regularly occurring market transactions on an arm’s length basis. The Company does not adjust the quoted price for these instruments.
Level 2 – Valuation techniques using observable inputs
This category includes instruments valued using quoted prices for similar instruments in markets that are considered less active; or other valuation techniques where significant inputs are directly or indirectly observable from market data.
Level 3 – Valuation techniques using significant unobservable inputs
This category includes all instruments where the valuation technique includes inputs not based on market data and these inputs could have a significant impact on the instrument’s valuation.
This category also includes instruments that are valued based on quoted prices for similar instruments where significant entity determined adjustments or assumptions are required to reflect differences between the instruments and instruments for which there is no active market. The Investment Manager considers observable data to be that market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.
The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement.
Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement, considering factors specific to the asset or liability including an assessment of the relevant risks including but not limited to credit risk, market risk, liquidity risk, business risk and sustainability risk. The determination of what constitutes ‘observable’ inputs requires significant judgement by the Investment Manager, and these risks are adequately captured in the assumptions and inputs used in measurement of Level 3 assets or liabilities.
Fair values of financial assets and financial liabilities
The table below is an analysis of the Company’s financial instruments measured at fair value at the balance sheet date.
Level 1 Level 2 Level 3 Total
Financial
assets at fair £’000 £’000 £’000 £’000
value through
profit or loss
Equity
investments at – 11,428
28 February 626,656 638,084
2026
Equity
investments at – 2,217 696,573
28 February 694,356
2025
======= =======
======= =======
The Company held one Level 3 security as at 28 February 2026 (2025: one).
A reconciliation of fair value measurement of Level 3 is set out below.
2026 2025
Level 3 financial assets
at fair value through profit or £’000 £’000
loss
Opening fair value 2,217 –
Additions at cost 11,303 770
Sale of investments (2,009) –
Total profit or loss
included in net profit/(loss) on
investments in the Income
Statement
– realised gain on 280 –
investments sold
– unrealised
(losses)/gains on assets held at (363) 1,447
the end of the year
------------- -------------
Closing balance 11,428 2,217
======= =======
As at 28 February 2026, the investment in Rosebank Industries was a Level 3 investment due to there being a temporary suspension of trading in the ordinary shares of the company and the price used to value the investment is the last available market price. Due to the temporary suspension and use of last available market price, a table of unobservable inputs is not applicable.
For exchange listed equity investments, the quoted price is the bid price. Substantially all investments are valued based on unadjusted quoted market prices. Where such quoted prices are readily available in an active market, such prices are not required to be assessed or adjusted for any price related risks, including climate risk, in accordance with the fair value related requirements of the Company’s Financial Reporting Framework.
14. Transactions with the Investment Manager and AIFM
The investment management fee for the year ended 28 February 2026 amounted to £3,908,000 (2025: £4,611,000) as disclosed in note 4 to the Financial Statements. At the year end, £1,915,000 was outstanding in respect of the management fee (2025: £4,488,000).
In addition to the above services, BIM (
During the year, the Manager pays the amounts due to the Directors. These fees are then reimbursed by the Company for the amounts paid on its behalf. As at 28 February 2026, an amount of £240,000 (2025: £129,000) was payable to the Manager in respect of Directors’ fees.
The Company holds an investment in the BlackRock Institutional Cash Series plc - Sterling Liquid Environmentally Aware Fund of £36,146,000 (2025: £nil) which has been presented in the financial statements as a cash equivalent. This is a fund managed by a company within the
The ultimate holding company of the Manager and the Investment Manager is BlackRock, Inc., a company incorporated in
15. Related parties disclosures
Directors’ emoluments
At the date of this report, the Board consists of non-executive Directors, all of whom are considered to be independent of the Manager by the Board. Disclosures of the Directors’ interests in the ordinary shares of the Company and fees and expenses payable to the Directors are set out in the Directors’ Remuneration Report. At 28 February 2026, an amount of £17,000 (2025: £19,000) was outstanding in respect of Directors’ fees.
Significant holdings
The following investors are:
a. funds managed by the
b. investors (other than those listed in (a) above) who held more than 20% of the voting shares in issue in the Company and are as a result, considered to be related parties to the Company (Significant Investors).
Total % of Number of
shares held by Significant Investors
Total % of
shares held by Significant Investors who are not affiliates
who are not of
Related BlackRock
Funds affiliates of BlackRock Group or
BlackRock Group or
BlackRock, Inc. BlackRock, Inc.
As at 28 4.7 n/a n/a
February 2026
As at 28 6.1 n/a n/a
February 2025
========= ========= =========
16. Contingent liabilities
There were no contingent liabilities at 28 February 2026 (2025: none).
17. Subsequent events
On 20 February 2026, the Board announced a proposed Scheme of Combination with THRG (‘the Combination’), which was approved by the Company’s shareholders at a General Meeting held on 30 March 2026. The Combination was effected by way of a scheme of reconstruction and members’ voluntary winding up of THRG under Section 110 of the Insolvency Act, and the issue of new ordinary shares in the Company to THRG’s shareholders who are deemed to have elected to roll over their investment into the enlarged Company.
The Combination of the Company with THRG took effect on 16 April 2026, pursuant to which the Company acquired net assets of approximately £303.2 million from THRG in consideration for the issue of 20,892,579 new ordinary shares which were admitted to trading on the main market for listed securities of the London Stock Exchange with effect from 17 April 2026. Following this issue of new shares, the Company’s share capital consisted of 60,705,371 ordinary shares (excluding treasury shares), and the existing 10,180,731 ordinary shares held in treasury.
In connection with the Combination, eligible shareholders were given 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% to NAV. The Company’s cash exit was implemented by way of a tender offer and was limited up to 28% of the Company’s issued share capital (excluding Shares held in treasury). The tender offer for 28% of issued share capital was oversubscribed, and accordingly, 11,147,581 shares will be repurchased in due course representing 28% of the Company’s issued share capital. It is currently envisaged that realisation of the assets held in the Tender Pool which has been 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.
As part of the Combination process, the Board proposed changes to the Company’s investment policy giving the Investment Manager additional latitude to invest in small cap stocks outside of the Benchmark Index and to invest up to 15% 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
18. Publication of non-statutory accounts
The financial information contained in this announcement does not constitute statutory accounts as defined in Section 435 of the Companies Act 2006.
The figures set out above have been reported upon by the auditors. The comparative figures are extracts from the audited financial statements of
19. Annual report and financial statements
Copies of the Annual Report and Financial Statements will be sent to members shortly and will be available from The Company Secretary,
20. Annual General Meeting
The Annual General Meeting of the Company will be held at 12 Throgmorton Avenue,
ENDS
The Annual Report and Financial Statements will also be available on the
For further information, please contact:
Sarah Beynsberger, Director, Closed End Funds,
Tel: 020 7743 3000
Press Enquiries:
E-mail:
15 May 2026
Release
