BlackRock Smaller Companies Trust Plc - Tender Price

BlackRock Smaller Companies Trust Plc - Tender Price

PR Newswire

LONDON, United Kingdom, June 23

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF South Africa, In any Member State of the EEA OR IN ANY OTHER JURISDICTION WHERE TO DO SO MAY RESULT IN THE CONTRAVENTION OF ANY REGISTRATION OR OTHER LEGAL REQUIREMENT OF SUCH JURISDICTION OR OF THE UK.

This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in any jurisdiction in which the same would be unlawful. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

Legal Entity Identifier: 549300MS535KC2WH4082

23 June 2026

BlackRock Smaller Companies Trust plc

Tender Price

Tender Price

Further to its announcement of 30 March 2026, the Board of BlackRock Smaller Companies Trust plc (the " Company") is pleased to announce that the process of realising the assets held within the Tender Pool established in connection with the Company's Tender Offer has now been completed.

The finally determined Tender Price at which all Ordinary Shares accepted under the Tender Offer will be acquired is 1,461.457567 pence per Share.

In accordance with the terms and conditions of the Tender Offer, the Tender Price has been calculated as the realised value of the Tender Pool, less a pro rataallocation of the Company's running costs for the period from the Tender Offer Calculation Date to the Tender Pool Determination Date, divided by the number of Shares to be repurchased (being 11,147,581 Shares).

It is expected that the Tendered Shares will be acquired by Investec Bank plc (acting as principal) and repurchased immediately thereafter from Investec by the Company on or around 23 June 2026, and that payments of the Tender Offer consideration will be despatched to Tendering Shareholders by cheque (in the case of certificated holders) and through CREST (in the case of uncertificated holders) as soon as practicable thereafter.

Enquiries:

BlackRock Smaller Companies Trust plc Ronald Gould via Burson Buchanan BlackRock Investment Management (UK) Limited Company Secretary to BlackRock Smaller Companies Trust plc	[e-mail] [phone]
Investec Bank plc (Financial adviser and Corporate Broker) David Yovichic Helen Goldsmith Denis Flanagan	[phone]
Burson Buchanan (Financial PR) Henry Wilson Helen Tarbet Nick Croysdill	[e-mail] [phone]

Important Information

This announcement contains information that is inside information for the purposes of Article 7 of the UK version of Regulation (EU) No. 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (the Market Abuse Regulation). The person responsible for arranging for the release of this announcement on behalf of BlackRock Smaller Companies Trust plc is BlackRock Investment Management (UK) Limited, the Company Secretary. Upon the publication of this announcement via a Regulatory Information Service, this information is considered to be in the public domain.

Investec Bank plc (" Investec"), which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority, is acting exclusively for BlackRock Smaller Companies Trust plc and no one else in connection with the Proposals and none of Investec nor any of its affiliates, branches or subsidiaries will be responsible to anyone other than BlackRock Smaller Companies Trust plc for providing the protections afforded to clients of Investec, nor for providing advice in relation to any matter referred to in this announcement or the Circular.

Neither Investec nor any of its subsidiaries, branches or affiliates or any of its and their respective directors, officers, employees, representatives or agents owes or accepts any duty, liability or shall be held responsible in any way whatsoever for any direct, indirect or consequential losses (whether in contract, in tort, under statute or otherwise) arising from the use of this announcement, the Circular or their contents or reliance on the information contained herein, except to the extent this would be prohibited by law or regulation.

Capitalised terms used in this announcement have the meaning as defined in the shareholder circular published by the Company on 20 February 2026, unless otherwise defined in this announcement.

The Tender Offer relates to securities in a non-U.S. company registered in Scotland with a listing on the London Stock Exchange and is subject to the disclosure and procedural requirements, rules and practices applicable to companies listed in the United Kingdom, which differ from those of the United States in certain material respects. This document has been prepared in accordance with UK style and practice for the purpose of complying with the laws of Scotland, the rules of the FCA and of the London Stock Exchange. U.S. Shareholders should read this entire document. The financial information relating to the Company included in this document has not been prepared in accordance with generally accepted accounting principles in the United States and thus may not be comparable to financial information relating to U.S. companies. The Tender Offer is not subject to the disclosure and other procedural requirements of Regulation 14D under the US Exchange Act. Accordingly, the Tender Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments, that may be different from those applicable under U.S. domestic tender offer procedures and law. The Tender Offer will be made in the United States in accordance with the requirements of Regulation 14E under the US Exchange Act, subject to the exemptions provided by Rule 14d-1(d) under the US Exchange Act. The Shares are not listed on a US securities exchange and the Company is not subject to the periodic reporting requirements of the Exchange Act and is not required to, and does not, file any reports thereunder. Any Shares beneficially owned by a US Shareholder which have been validly tendered for purchase pursuant to the Tender Offer will be purchased by Investec Bank plc, subject to the terms and conditions set out in this document and related documentation.

It may be difficult for U.S. Shareholders to enforce certain rights and claims arising in connection with the Tender Offer under U.S. federal securities laws since the Company is located outside the United States and its officers and Directors reside outside the United States. It may not be possible to sue a non-U.S. company or its officers or Directors in a non-U.S. court for violations of U.S. securities laws. It also may not be possible to compel a non-U.S. company or its affiliates to subject themselves to a U.S. court's judgment.

To the extent permitted by applicable law and in accordance with regulations, the Company, Investec, or any of their affiliates may make certain purchases of, or arrangements to purchase, Shares outside the United States other than pursuant to the Tender Offer, before or during the period in which the Tender Offer remains open for acceptance, including sales and purchases of Shares effected by Investec acting as market maker in the Shares. These purchases, or other arrangements, may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In order to be excepted from the requirements of Rule 14e-5 under the US Exchange Act by virtue of Rule 14e-5(b)(12) thereunder, such purchases, or arrangements to purchase, must comply with applicable English law and regulation, including the Listing Rules of the FCA, and the relevant provisions of the US Exchange Act. Any information about such purchases will be disclosed as required in the United Kingdom and the United States and, if required, will be reported via the Regulatory Information Service of the London Stock Exchange and made available on the London Stock Exchange website http://www.londonstockexchange.com.