Publication of Circular and Notice of General...
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EEA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
10 September 2026
BlackRock Smaller Companies Trust plc
(the "Company" or "BRSC")
Legal Entity Identifier: 549300MS535KC2WH4082
Publication of Circular and Notice of General Meeting
Renewal of the Company’s authority to buy back Shares
The Board of BRSC announces that the Company has today published a circular (the "Circular" ), which contains a notice of a general meeting of the Company at which the Board will seek Shareholder approval for the early renewal of the Company’s authority to buy back Shares (the "Proposal" ). The general meeting will be held at 9.00 a.m. on Friday, 9 October 2026 at the offices of BlackRock, 12 Throgmorton Avenue, London, EC2N 2DL (the "General Meeting" ).
The Board closely monitors the Company’s Share rating and, where it is deemed to be in Shareholders’ long-term interests and it is able to do so, the Company will actively buy back or issue Shares with the objective of ensuring that Shares do not trade at an excessive discount or premium to the Company’s net asset value ( "NAV" ) per Share. Since March 2023, when the Company recommenced Share buybacks, the Company has repurchased approximately 14.8 million Shares 1. , which has provided NAV accretion for continuing Shareholders and which the Board believes has helped to reduce discount volatility.
Shareholders will be aware that the Company undertook a subdivision of its ordinary Share capital on a five-for-one basis in July this year (the "Subdivision" ). While the Board believes that the Subdivision brings a number of benefits for the Company and investors in terms of improved liquidity and marketability of the Shares, one inadvertent consequence of the Subdivision has been its impact upon the percentage of Shares which the Company is now able to repurchase, as the Share buyback authority approved by Shareholders at the 2026 AGM was for a fixed number of Shares determined prior to the Subdivision.
At the 2026 AGM in June of this year, Shareholders granted the Company authority to buy back up to 9,092,989 Shares (the "Existing Authority" ), representing 14.99 per cent. of the Company’s issued Share capital as at the date of the notice of the 2026 AGM. However, as a result of the Subdivision, the Existing Authority now represents a much smaller percentage of the Company’s issued Share capital, meaning that the scale of the Existing Authority has in effect been materially reduced. The Board anticipates that the Existing Authority will likely be fully utilised well in advance of the Company’s 2027 AGM, when it is next due to be refreshed.
In the period from the 2026 AGM to 4 September 2026, the Company has bought back 5,385,000 Shares into treasury, representing approximately 59.22 per cent. of the Existing Authority. The accretive benefit to the Company’s NAV, as at close of business on 4 September 2026, as a result of these buybacks is estimated to be approximately 0.20 per cent. of NAV, net of expenses. As at close of business on 4 September 2026, the Company’s remaining buyback authority permitted the repurchase of up to a further 3,707,989 Shares, representing approximately 1.54 per cent. of the Company’s issued Share capital, excluding Shares held in treasury, as at the same date.
The Board considers it prudent to avoid any interruption to its ability to implement its discount management policy and regards the ability to repurchase Shares as a necessary element of that policy. Given the effect of the Subdivision and the extent to which Share buybacks have already been undertaken since the 2026 AGM, the Board therefore believes that renewal of the Company’s buyback authority is in the best interests of the Company and its Shareholders as a whole.
The resolution to be proposed at the General Meeting will seek authority for the Company, in substitution for the remainder of the Existing Authority, to repurchase up to 35,987,834 Shares, or if less, 14.99 per cent. of the number of Shares in issue (excluding Shares held in treasury) immediately prior to the passing of the resolution. The authority will expire at the conclusion of the Company’s 2027 annual general meeting or, if earlier, on the expiry of 15 months from the passing of the resolution.
A copy of the Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism . The Circular and the Notice of General Meeting will also be available on the Company's website at https://www.blackrock.com/uk/brsc .
Unless the context requires otherwise, all defined terms used in this announcement will have the same meaning as described in the Circular.
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For further information please contact: |
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BlackRock Smaller Companies Trust plc Ronald Gould
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Contact via Company Secretary |
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Investec Bank plc (Corporate Broker) David Yovichic Helen Goldsmith |
+44 (0) 20 7597 4000
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BlackRock Investment Management (UK) Limited
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+44 (0) 20 3649 3432 |
Notes
- As at 4 September 2026. Figure excludes the 11,147,581 Shares repurchased under the Company's March 2026 tender offer.
Release |