BlackRock Throgmorton Trust Plc - Publication of Circular and Notice of GM
PR Newswire
London, September 8
BlackRock Throgmorton Trust PLC (the "Company")
LEI: 5493003B7ETS1JEDPF59
Publication of Circular and Notice of General Meeting
The Board has today published a circular (the "Circular") convening a general meeting to be held at 11.00 a.m. on Monday, 4 October 2021 (the "General Meeting").
At the Company's annual general meeting on 24 March 2021 (the "2021 AGM"), the Directors were given authority, inter alia, to allot new shares and sell shares from treasury on a non-pre-emptive basis up to an aggregate nominal amount of £447,852.00, representing 8,957,040 Ordinary Shares, equivalent to 10% of the Company's issued share capital excluding Tresaruy shares at the time (the "Existing Authority").
Since the 2021 AGM, the Company has issued new Ordinary Shares on a regular basis to meet market demand for the Company's shares and to manage the premium to NAV at which the Ordinary Shares continue to trade. At the current rate of issuance, it is likely that the Existing Authority will be exhausted well before the Company's 2022 AGM, expected to be held in March 2022.
The Directors consider that it is in Shareholders' interests that the Company continues to have the flexibility to issue Ordinary Shares in order to provide liquidity and to ensure that it can manage the premium to NAV at which its Ordinary Shares may trade, in line with its discount/premium control policy.
Accordingly, in order to retain this flexibility, the Board is now seeking to replace the Existing Authority with renewed Shareholder authorities (the "New Authority") to issue new Ordinary Shares of the Company on a non-pre-emptive basis, such authority to expire at the conclusion of the next annual general meeting to be held in 2022 (the "Proposals").
The New Authority is being sought by way of four separate resolutions in order to give Shareholders the opportunity to vote separately on: (i) an authority to allot up to 10 per cent. of the Company's issued share capital at the latest practicable date prior to the publication of the Circular on a non-pre-emptive basis; and (ii) an additional authority to allot up to a further 10 per cent. of the Company's issued share capital at the latest practicable date prior to the publication of the Circular on a non-pre-emptive basis.
As Ordinary Shares will only be issued under the Proposals at a premium to the prevailing NAV at the time of issue intended to exceed the expected costs and expenses of the relevant issue, any use of the New Authority is expected to be accretive to the NAV per Ordinary Share.
The Directors are accordingly convening a General Meeting to be held at the offices of BlackRock Investment Management (UK) Limited at 12 Throgmorton Avenue, London EC2N 2DL on Monday 4 October 2021 at 11:00 a.m. at which the relevant Resolutions will be put to Shareholders.
Further details of, and reasons for, the Proposals are set out in the Circular.
The General Meeting
The Proposals are conditional on the approval by Shareholders of the Resolutions to be proposed at the General Meeting which has been convened for 11:00 a.m. on Monday4 October 2021.
In accordance with the Articles, all Shareholders present in person or by proxy shall upon a show of hands have one vote and upon a poll shall have one vote in respect of each Ordinary Share held. In order to ensure that a quorum is present at the General Meeting, it is necessary for two Shareholders entitled to vote to be present, whether in person or by proxy (or, if a corporation, by a representative).
All Shareholders are entitled to attend and vote at the General Meeting. However, as explained below, Shareholders are asked to submit a proxy vote in advance of the General Meeting.
The formal notice convening the General Meeting can be found in the Circular.
Action to be taken in respect of the General Meeting
In light of the ongoing COVID-19 pandemic, Shareholders are strongly encouraged to submit a proxy vote in advance of the General Meeting, either by completing the hard copy Form of Proxy or online by following the instructions set out in the Circular. Although UK Government restrictions on public gatherings are no longer in force in connection with COVID-19, it is possible that such restrictions could be reimposed prior to the date of the General Meeting. Such restrictions could mean that the General Meeting is required to be held as a closed meeting with physical attendance limited to only a small number of attendees comprising the required quorum for the meeting and those persons whose attendance is necessary for the conduct of the meeting, and that any other persons will be refused entry. Shareholders are also requested not to attend the General Meeting if they are required to self-isolate pursuant to UK Government guidance. Accordingly, all Shareholders are recommended to vote by proxy in advance of the General Meeting and to appoint the Chairman of the meeting as their proxy. This will ensure that Shareholders' votes will be counted even if they (or any appointed proxy) are not able to attend, including if any such person is required to self-isolate pursuant to UK Government guidance or if restrictions on attendance at public meetings have been reintroduced. All votes will be taken by poll so that all proxy votes are counted.
The Company may impose entry restrictions on persons wishing to attend the General Meeting (including, if required, refusing entry) in order to secure the orderly conduct of the General Meeting and the safety of the attendees. Such restrictions may include, but are not limited to, the requirement to maintain social distancing, the wearing of masks and temperature checks.
Shareholders will find enclosed with the Circular a personalised Form of Proxy for use at the General Meeting. Shareholders are asked to complete and return the Form of Proxy, in accordance with the instructions printed thereon, to the Company's Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY so as to be received as soon as possible and, in any event, by no later than 11:00 a.m. on Thursday30 September 2021.
The return of a Form of Proxy will not prevent Shareholders from attending the General Meeting and voting in person should they so wish, subject to any restrictions on attendance due to COVID-19. However, Shareholders are requested to complete and return a Form of Proxy whether or not they wish to attend the General Meeting.
Expected timetable
| Latest time and date for receipt of Forms of Proxy or transmission of CREST Proxy Instructions for the General Meeting | 11.00 a.m. on 30 September 2021 |
| General Meeting | 11.00 a.m. on 4 October 2021 |
| All references to timings in this announcement are to London time unless otherwise stated. | |
Terms used and not defined in this announcement shall have the meanings given to them in the Circular.
A copy of the Circular has been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
The Circular will also shortly be available on the Company's website at: www.blackrock.com/uk/thrg/gm-circular.
Contact details for queries:
BlackRock Investment Management (UK) Limited
Simon White
Kevin Mayger
Tel: 020 7743 3000
Stifel Nicolaus Europe Limited
Mark Bloomfield
Edward Gibson-Watt
Tel: 020 7710 7600
