BlackRock Smaller Companies Trust plc Announces Voting Rights and Issued Share Capital Denominator as of 28 July 2026

Overview of BlackRock Smaller Companies Trust's Capital Structure and Share Composition

BlackRock Smaller Companies Trust plc operates as a closed-ended investment trust listed on the London Stock Exchange, focusing on smaller capitalisation UK companies. Managed by BlackRock Investment Management (UK) Limited, one of the world’s largest asset managers, the trust offers investors a professionally curated portfolio of smaller company equities, providing diversification and expert stock selection within this market segment. The trust structure enables a stable capital base and allows leverage if management deems it appropriate, distinguishing it from open-ended funds.

As of 28 July 2026, the company’s capital structure consisted of two parts: 244,228,950 issued ordinary shares with a nominal value of .25 each, and 54,463,655 treasury shares held by the company. Treasury shares are repurchased shares retained by the company without cancellation; they do not carry voting rights and are excluded from the regulatory denominator used for significant shareholding disclosures. This structure reflects the company’s approach to managing share count and returning value to shareholders through buybacks.

Compliance with FCA Transparency Rules and Denominator Disclosure

BlackRock Smaller Companies Trust plc’s disclosure fulfills a formal requirement under the FCA’s Disclosure Guidance and Transparency Rules, specifically provision 5.6.1, and aligns with Article 15 of the EU Transparency Directive. These rules mandate that listed companies notify the market of their issued share capital and the denominator shareholders must use to determine if they have crossed significant shareholding thresholds. This framework promotes market transparency and investor confidence by enabling identification of major shareholding changes. Notifications are mandatory whenever a company’s share capital structure changes or when clarification of the denominator is necessary.

The denominator figure of 244,228,950 shares is the official number shareholders must use for calculating whether they need to notify the FCA and the company of changes in their shareholding interests. Under DTR rules, shareholders crossing thresholds at 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50%, and 75% must notify both the company and regulator. Excluding the 54,463,655 treasury shares from the denominator aligns with standard practice, as treasury shares lack voting rights and should not be counted when determining significant shareholdings.

Impact of Treasury Shares on the Denominator Calculation

The 54,463,655 treasury shares held by BlackRock Smaller Companies Trust plc represent repurchased shares not cancelled, accounting for roughly 18% of the total gross shares if included. Holding treasury shares provides flexibility for future use such as employee share schemes, acquisitions, or further buybacks. Retaining these shares rather than cancelling them allows the company to reissue them if needed, while maintaining a reduced share count for earnings per share calculations.

The distinction between issued capital including treasury shares and the voting capital denominator is crucial for regulatory purposes. The voting denominator of 244,228,950 shares reflects shares with voting rights in circulation. Including treasury shares would raise the gross issued capital to approximately 298,692,605 shares. The FCA’s rules exclude treasury shares from the denominator to ensure shareholding percentages accurately reflect voting control and influence.

Significance of the 28 July 2026 Disclosure Date

The disclosure on 28 July 2026 provides investors with up-to-date information on the company’s capital structure as of that date. This timing is key as it marks the official notification under regulatory requirements. Investors must update their records and recalculate shareholding thresholds using the newly confirmed denominator. This ensures clarity and reduces the risk of inadvertent breaches of disclosure obligations.

Transactions before this date used previous denominators, while those after must use the 244,228,950 figure. The clear, authoritative denominator helps all market participants perform accurate calculations and maintain compliance.

Regulatory Environment for Investment Trust Disclosures

As a listed investment company, BlackRock Smaller Companies Trust plc operates under FCA rules designed to protect investors and uphold market integrity. Compliance with Listing Rules, Disclosure Guidance and Transparency Rules, and other FCA provisions is mandatory. The DTR rules specifically govern disclosure of major shareholdings, capital transparency, and notification of corporate events. These frameworks ensure investors receive material information impacting investment decisions. The disclosure of voting rights and capital is a critical aspect of this regulatory regime.

The FCA’s Disclosure Guidance and Transparency Rules, derived from EU Transparency Directives, represent global best practice in corporate governance and market transparency. The exclusion of treasury shares from the denominator reflects their lack of voting rights and the importance of measuring control based on shares carrying active voting rights. For investment trusts like BRSC, accurate disclosure of voting capital is vital to shareholder understanding of voting rights, earnings per share, and net asset value per share.

Shareholder Contact for Capital Structure Inquiries

Kevin Mayger, Company Secretary at BlackRock Smaller Companies Trust plc and employee of BlackRock Investment Management (UK) Limited, is the designated contact for all inquiries related to the company’s capital structure and voting rights. He can be reached at 0207 743 1098. Providing a dedicated contact ensures shareholders and interested parties have a direct channel for accurate information, supporting compliance and reducing misinformation risks.

Shareholders unsure about notification requirements or shareholding calculations are encouraged to contact Mr. Mayger. This proactive support underscores the company’s commitment to shareholder compliance. Investors managing significant portfolios or considering transactions near threshold levels should also seek independent financial and legal advice.

Implications for Current and Prospective Shareholders

Existing shareholders should use the 244,228,950 denominator for all future significant shareholding threshold calculations. Crossing thresholds (3%, 5%, 10%, 15%, 20%, 25%, 30%, 50%, or 75%) requires notification to the company and FCA. This disclosure acts as a checkpoint to verify compliance and update records if prior denominators were outdated.

Prospective investors gain insight into the company’s size, liquidity, and governance from the disclosed capital structure. The substantial issued share count indicates reasonable market capitalization and liquidity, while treasury shares demonstrate capital management flexibility. Prospective shareholders must also comply with notification rules based on the disclosed denominator.

Role of Treasury Shares in Capital Management Strategy

The 54,463,655 treasury shares reflect a common investment trust capital management tactic. Representing about 18% of issued share capital, these shares offer flexibility for managing share count and narrowing the discount between share price and net asset value. Holding shares in treasury rather than cancelling them preserves optionality and avoids the complexities of formal capital reduction. Any reissuance would require shareholder approval and regulatory compliance.

Treasury shares affect financial metrics such as earnings per share and net asset value per share, which are calculated excluding treasury holdings to avoid dilution. The FCA’s exclusion of treasury shares from the voting denominator ensures shareholding percentages accurately represent voting influence.

Ensuring Regulatory Compliance and Avoiding Penalties

Shareholders must use the disclosed denominator of 244,228,950 shares to maintain compliance with Disclosure Guidance and Transparency Rules. Failure to notify significant shareholding changes can lead to regulatory sanctions, public censure, and financial penalties. Accurate calculation and timely notification are essential. BlackRock Smaller Companies Trust plc’s clear denominator disclosure facilitates compliance for all market participants.

Financial professionals managing BRSC shareholdings should update records and systems accordingly to ensure notification obligations are met and clients receive accurate advice. This disclosure benefits not only shareholders but also brokers, advisers, and custodians supporting share ownership.