BlackRock Smaller Companies Trust Announces Updated Share Capital and Voting Rights as of July 24, 2026

Overview of BlackRock Smaller Companies Trust's Share Capital Structure

In a notification under Article 15 of the Transparency Directive and FCA Disclosure Guidance and Transparency Rules provision 5.6.1, BlackRock Smaller Companies Trust plc detailed its capital structure as of 24 July 2026. This announcement provides shareholders and the market with vital reference data for determining regulatory notification thresholds.

The issued share capital figure excludes treasury shares, distinguishing between total shares issued and those actively circulating. This distinction is crucial for regulatory compliance, as shareholders must use only the issued shares minus treasury holdings when calculating if disclosure thresholds have been crossed. The announcement clarifies this essential point to ensure accurate shareholder reporting.

Clarification on Issued Shares and Treasury Holdings

The company reported 244,378,950 ordinary shares with a nominal value of .05 each as its issued share capital for Disclosure Guidance and Transparency Rules purposes. This number represents shares in active circulation, excluding treasury shares which, while part of issued capital, do not carry voting rights. Understanding this difference is key for shareholders determining their percentage ownership and related disclosure responsibilities.

Additionally, BlackRock Smaller Companies Trust plc holds 54,313,655 treasury shares as of 24 July 2026. Treasury shares are owned by the company itself and are typically excluded from voting rights and the denominator used for threshold calculations. The company explicitly instructs shareholders to exclude these treasury shares when calculating if notification requirements under FCA rules have been triggered.

Denominator for Calculating Shareholder Disclosure Thresholds

This announcement establishes the denominator shareholders must apply when deciding whether to notify their interest or changes in interest in BlackRock Smaller Companies Trust plc under the Disclosure Guidance and Transparency Rules. The denominator is set at 244,378,950 shares, representing issued capital excluding treasury shares. Using this figure ensures consistency across shareholders and prevents discrepancies in threshold calculations.

Shareholders should use this denominator to determine if they have reached the 3% notification threshold or any other prescribed level that mandates reporting to the FCA and the company. The FCA’s transparency framework requires disclosure when defined shareholding thresholds are crossed, and this precise denominator enables accurate and timely compliance.

Compliance with FCA Transparency Directive

BlackRock Smaller Companies Trust plc’s disclosure aligns with Article 15 of the Transparency Directive, which mandates companies listed on EU-regulated markets or equivalents to report total voting rights and capital. Despite the UK’s exit from the EU, the FCA maintains equivalent rules under the Disclosure Guidance and Transparency Rules, provision 5.6.1. This ensures investors receive accurate, up-to-date information about the company’s share capital structure.

The transparency framework supports shareholders and market participants by providing reliable data for informed decision-making and regulatory compliance. By issuing these disclosures at required intervals, BlackRock Smaller Companies Trust plc demonstrates adherence to regulatory standards and best practices in market governance.

Role of Treasury Shares in Capital Management

As of 24 July 2026, BlackRock Smaller Companies Trust plc holds 54,313,655 treasury shares, representing shares repurchased but not cancelled. These shares carry no voting rights or dividends while held in treasury but offer the company flexibility in managing its capital structure.

The distinction between issued shares and treasury shares is vital for understanding the company’s effective voting capital and shares in circulation. Shareholders must exclude treasury shares when calculating notifiable interests under the Disclosure Guidance and Transparency Rules, as these shares do not represent external economic interests. The company’s instruction to use 244,378,950 as the denominator ensures calculations are based on the correct share count.

Investor Relations and Company Contact Information

Graham Venables, Company Secretary, is the designated contact for inquiries regarding this announcement. BlackRock Investment Management (UK) Limited manages the trust, providing investment management and administrative services. Investors seeking further details about capital structure, voting rights, or disclosure obligations can reach out to the company secretary via the provided telephone number.

Providing clear contact details reflects strong corporate governance and ensures shareholders and investors have direct access to information about regulatory compliance and capital structure. BlackRock Investment Management (UK) Limited offers extensive expertise supporting the trust’s regulatory adherence and timely market communications.

Implications for Shareholders and Market Participants

Shareholders should note the disclosed denominator of 244,378,950 shares when calculating their percentage holdings and assessing notification duties. If holdings cross FCA notification thresholds (commonly 3%, 4%, 5%, and increments thereafter), shareholders must promptly notify both the company and the FCA. Accurate use of the denominator is critical for timely and correct reporting.

Market participants—including analysts, investors, and proxy advisers—should reference this share capital figure when assessing aggregate holdings or voting outcomes. Excluding treasury shares reduces the effective voting capital, influencing resolution outcomes and major shareholder influence assessments. This announcement clarifies these factors, supporting efficient market functioning.

Background and Ongoing Capital Management Practices

BlackRock Smaller Companies Trust plc, a long-established listed investment trust focusing on UK smaller companies and occasionally international investments, may adjust its capital structure over time through buybacks or new share issues. The 24 July 2026 disclosure provides a snapshot of the company’s capital position on that date.

Maintaining treasury shares allows the trust to manage share issuance and buyback programs flexibly, helping to address share price discounts or premiums and manage net asset value per share. Shareholders should anticipate periodic updates to disclosed capital figures, especially following significant buyback or issuance activity. Future disclosures will set new denominators for shareholder notification calculations when material capital changes occur.

Regulatory Framework and Investor Safeguards

The FCA’s Disclosure Guidance and Transparency Rules form a comprehensive framework to protect investors and ensure transparent, fair markets. Rule 5.6.1 mandates ongoing notifications of total voting rights and capital, with specific disclosures required upon changes or at regular intervals. This framework helps investors understand company structures and make informed shareholding decisions.

By issuing this announcement, BlackRock Smaller Companies Trust plc meets its regulatory responsibilities and affirms its commitment to transparency. Investors can rely on the disclosed figures as the definitive statement of the company’s capital structure for disclosure purposes. The FCA’s rules provide clear shareholder notification procedures, minimizing non-compliance risks and promoting orderly markets. Shareholders uncertain about their notification duties should seek independent financial and legal advice.