BlackRock Energy and Resources Income Trust (BERI) Revises Voting Rights Calculation Excluding Treasury Shares as of July 20, 2026

Capital Structure Disclosure in Compliance with FCA Transparency Rules

BlackRock Energy and Resources Income Trust plc has formally disclosed its capital structure and voting rights calculation pursuant to the FCA's Disclosure Guidance and Transparency Rules (provision 5.6.1). The announcement dated 20 July 2026 serves as a critical transparency update establishing the baseline for when substantial shareholding notifications become mandatory. The distinction between issued capital and treasury shares is essential under UK market regulations, as treasury shares lack voting rights and must be excluded from calculations determining if shareholders cross reportable thresholds under the Transparency Directive.

As of 20 July 2026, the company confirmed its issued capital comprises 100,101,197 ordinary shares with a nominal value of a30.01 each. Separately, 35,484,997 shares are held in treasury and excluded from voting rights calculations. This differentiation is vital for fund management and regulatory disclosure, as the exact number of voting shares dictates shareholders' reporting obligations. The announcement provides a definitive reference for shareholders and potential investors regarding their disclosure duties under UK financial regulations.

Impact of Treasury Shares on Voting Rights Thresholds

The 35,484,997 treasury shares represent a significant portion of total share capital but do not carry voting rights and are excluded from the denominator used in threshold calculations. Treasury shares are previously issued shares repurchased and retained by the company rather than cancelled. Under UK company law and FCA regulations, these shares lack voting rights and are excluded from voting share capital calculations. Consequently, the treasury shares reduce the overall voting share capital base, potentially making it easier for investors to reach or exceed standard disclosure thresholds such as 3%, 5%, and higher, triggering mandatory notifications to the company and FCA.

Shareholders evaluating their notification obligations must use 100,101,197 as the denominator. This means a shareholding representing 3% of voting rights corresponds to a lower absolute number of shares than if treasury shares were included. This adjustment affects investment strategy and compliance, especially for institutional investors managing exposure to investment trusts and equity income funds. The company’s explicit guidance ensures clear and consistent regulatory reporting for all market participants.

Overview of BlackRock Energy and Resources Income Trust’s Investment Focus

BlackRock Energy and Resources Income Trust plc is a closed-ended investment trust focusing on equity investments in the energy and resources sector. The trust provides shareholders exposure to companies involved in energy production, mining, and related resource extraction and processing. Managed by BlackRock Investment Management (UK) Limited, one of the world’s largest asset managers, the fund benefits from extensive investment expertise and operational infrastructure.

The trust targets companies engaged in oil and gas exploration, renewable energy infrastructure, precious and base metals mining, and commodity-linked businesses. Institutional investors are attracted by the income yield potential and diversification benefits offered by this sector. As a closed-ended fund listed on the London Stock Exchange, shareholders must trade shares on the secondary market rather than redeeming directly, impacting liquidity, valuation discounts or premiums, and voting dynamics addressed in this announcement.

Regulatory Framework for Voting Rights Disclosure Under Article 15 Transparency Directive

This disclosure by BlackRock Energy and Resources Income Trust complies with Article 15 of the Transparency Directive, implemented in UK law via the FCA’s Disclosure Guidance and Transparency Rules. These rules promote securities market transparency by requiring companies to disclose major shareholdings and voting rights changes. Disclosing issued capital excluding treasury shares ensures all market participants use a consistent baseline for disclosure obligations. FCA provision 5.6.1 mandates companies notify the market of total voting rights, calculated as shares in issue excluding treasury holdings.

This requirement supports EU and UK objectives to prevent market abuse, ensure fair disclosure, and enable transparent assessment of significant shareholding changes. Regular or event-driven publication of voting share capital prevents manipulation of disclosure thresholds through unreported treasury share activity. BlackRock Energy and Resources Income Trust’s formal notification ensures simultaneous, wide dissemination, reducing information asymmetry and supporting orderly market function.

Effects on Shareholder Disclosure Duties and Notification Thresholds

Shareholders and prospective investors must use the disclosed figure of 100,101,197 shares to determine if they cross notification thresholds under the Transparency Directive and FCA rules. Mandatory disclosure thresholds occur at 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50%, and 75% of voting rights. Any crossing of these thresholds requires notification within four trading days. For example, a 5% holding corresponds to approximately 5,005,060 shares based on the disclosed capital structure.

This disclosure is particularly important for institutional investors, hedge funds, and sophisticated market participants who actively manage equity exposures and must comply with global regulatory regimes. Failure to notify can lead to penalties, voting rights suspension on excess shares, and FCA enforcement. The announcement also helps shareholders understand their voting power within the trust, influencing governance decisions and shareholder approval processes.

Context and Strategy Behind Treasury Share Holdings

The 35,484,997 treasury shares reflect a repurchase programme undertaken by the trust during its history. Buyback programmes are common among investment trusts, especially when shares trade at a discount to net asset value (NAV). By repurchasing shares below NAV and holding them in treasury, trusts reduce outstanding voting shares, supporting NAV per share through accretion. Treasury shares can be reissued if capital needs arise or market conditions change, allowing dynamic capital management without formal cancellations.

From a shareholder perspective, treasury programmes can add value if executed when shares trade at meaningful NAV discounts. However, treasury shares also represent unutilised capital that could be invested or returned to shareholders. The current treasury holding accounts for approximately 26.2% of total capital (35,484,997 out of 135,586,194 shares). The announcement does not disclose acquisition prices or plans for reissuance or cancellation, which remain subjects for future corporate updates.

Governance and Investor Activism Implications

The disclosed capital structure affects corporate governance within BlackRock Energy and Resources Income Trust. With 100,101,197 voting shares outstanding, the voting rights structure influences shareholder power distribution and voting outcomes. Activist investors or coalitions seeking influence must acquire shares meeting thresholds to affect strategy or management. The disclosed denominator allows precise calculation of shares needed for significant voting blocs. The board considers this voting landscape when proposing resolutions, which require simple or special majorities depending on the matter.

Excluding treasury shares enhances the relative voting power of publicly held shares, increasing influence per share. Ordinary resolutions require a simple majority, enabling modest holdings to impact outcomes if turnout is low. Special resolutions require 75% approval, with blocking minority power at about 25% plus one share. These factors influence active shareholders’ strategies and competition for board influence. The announcement provides the denominator for all such strategic assessments.

Operational and Administrative Importance for the Trust

Formally disclosing voting rights and share capital details is essential for BlackRock Energy and Resources Income Trust’s compliance, shareholder communication, and corporate actions like dividends or issuances. Company secretary Graham Venables of BlackRock Investment Management (UK) Limited issued the announcement, providing contact details for inquiries. The disclosure serves as an official record for auditors, the FCA, the stock exchange, and other regulators verifying compliance.

The snapshot date of 20 July 2026 reflects the capital structure at that time. Material changes such as rights issues, new repurchase programmes, treasury share cancellations, or share consolidations would prompt updated disclosures. This announcement’s explicit denominator figure prevents ambiguity in notification calculations during the disclosure period. Investors, market operators, and regulators can rely on this figure as authoritative.

Sector Overview and Risk Considerations for the Trust

BlackRock Energy and Resources Income Trust operates in a sector marked by commodity price volatility, regulatory shifts, and structural transitions driven by energy policy and climate change. The sector includes oil and gas producers, mining companies, renewable energy operators, and related industries. Historically, equity income from this sector has attracted investors seeking yield due to commodity-linked dividends exceeding broader market averages. However, the sector also faces risks from price declines, regulatory changes, and energy transition uncertainties.

The trust’s income focus exposes it to commodity trends, regulatory policies on emissions and mining, geopolitical supply risks, technological shifts, and macroeconomic demand factors. While this announcement does not cover performance or portfolio details, investors should consider these sector risks alongside capital structure information when evaluating BERI shares. These factors influence the trust’s risk profile, share price volatility, and dividend stability, important for investment decisions and exposure calculations.