BlackRock Smaller Companies Trust plc Reports Updated Share Capital and Voting Rights as of 20 July 2026

Issued Share Capital and Treasury Shares Overview

BlackRock Smaller Companies Trust plc has formally updated the market on its share capital structure as of 20 July 2026. The company’s issued capital consists of 244,678,950 ordinary shares with a nominal value of a30.05 each. Additionally, the company holds 54,013,655 shares in treasury. This disclosure is crucial as it defines the exact denominator figure shareholders and the market must use for regulatory notification purposes.

The distinction between issued shares and treasury shares is vital for shareholders. Treasury shares are repurchased shares held by the company itself rather than circulating among public investors. Holding shares in treasury reduces the number of shares actively available to investors. This announcement clarifies the capital structure, ensuring all parties recognize the precise number of voting shares in circulation when calculating shareholder notification thresholds.

Compliance with FCA and Transparency Directive Regulations

This announcement serves as a formal notification under the FCA’s Disclosure Guidance and Transparency Rules, specifically provision 5.6.1, and Article 15 of the Transparency Directive. These regulations mandate listed companies to disclose information enabling shareholders to determine if they have crossed key disclosure thresholds for their holdings. Regular disclosure of voting rights and issued capital is a fundamental requirement for all UK-listed companies.

Investment trusts like BlackRock Smaller Companies Trust plc adhere to the same transparency standards as other London Stock Exchange-listed entities. FCA rules ensure the market receives consistent and reliable information about capital structures. By publishing this notification, the company confirms its commitment to regulatory compliance and equips shareholders with necessary data to manage disclosure responsibilities. Such announcements are typically aligned with significant dates in the company’s financial calendar or material changes in capital structure.

Denominator for Shareholder Notification Threshold Calculations

The 244,678,950 ordinary shares figure is the denominator shareholders must use to calculate regulatory notification obligations. FCA rules require shareholders to notify the company and market when their interest reaches, exceeds, or falls below certain percentage thresholds, commonly starting at 3% of voting rights and at each whole percentage point thereafter. This denominator forms the base for these percentage calculations.

For investors in BlackRock Smaller Companies Trust plc, understanding this denominator is essential for compliance. If a shareholder’s holding changes significantly, they must assess whether their percentage stake crosses a notification threshold. The calculation involves dividing the number of shares held by 244,678,950 and multiplying by 100 to determine the percentage holding. Any crossing of key thresholds must be reported to the company and the Regulatory News Service. Failure to comply can lead to regulatory sanctions and penalties.

Treasury Shares and Capital Management Strategy

As of 20 July 2026, BlackRock Smaller Companies Trust plc holds 54,013,655 shares in treasury. Treasury shares represent a substantial portion of the company’s historic issued capital and reflect its capital management approach. Companies repurchase shares for various reasons, including returning value to shareholders, mitigating dilution from share schemes, or maintaining capital flexibility. Holding shares in treasury rather than cancelling them outright allows for potential future reissuance.

The combined total of issued and treasury shares amounts to approximately 298.7 million shares, illustrating the scale of prior share repurchase activity. Treasury shares do not carry voting rights nor receive dividends, distinguishing them economically from shares in active circulation. This capital structure is typical for established investment trusts that have implemented share buyback programs over time.

BlackRock Smaller Companies Trust plc’s Role in the UK Equity Market

BlackRock Smaller Companies Trust plc is a UK-listed investment trust focusing on smaller company investments. Investment trusts are closed-ended funds listed on stock exchanges, offering investors access to diversified portfolios managed by professional fund managers. BlackRock, one of the world’s largest asset managers, oversees this trust on behalf of shareholders. The trust operates as a separate legal entity with its own board and governance but delegates investment management to BlackRock Investment Management (UK) Limited.

The smaller companies sector comprises UK equities typically below certain market capitalization thresholds, offering distinct risk-return profiles compared to large-cap stocks. These companies may provide higher growth potential but with increased volatility. Investment trusts like this provide individual investors with professionally managed exposure to smaller companies, which would be difficult and costly to replicate independently. The trust structure also offers UK investors certain tax advantages, including potential exemptions on investment income.

Governance and Shareholder Communication

The announcement names Graham Venables as Company Secretary of BlackRock Smaller Companies Trust plc, providing contact details for shareholder inquiries. The Company Secretary plays a key governance role, ensuring regulatory compliance and proper shareholder communication. Providing contact information facilitates direct dialogue between shareholders and the company for clarifications.

Transparency announcements form part of the company’s ongoing shareholder communication framework. Listed companies must maintain channels to disseminate material information promptly and accurately. BlackRock Investment Management (UK) Limited, as investment manager, operates independently from the trust’s board but regularly reports on portfolio performance and activities. Shareholders typically receive annual and half-yearly reports along with regular factsheets detailing holdings, performance, and net asset value.

Regulatory Classification and DTR 5.6 Compliance

The announcement confirms compliance with DTR 5.6, specifically provision 5.6.1, and Article 15 of the Transparency Directive. These rules govern disclosure of voting rights by listed companies. The Transparency Directive, retained in UK law post-Brexit, requires adherence for companies listed on UK regulated markets.

The company’s Legal Entity Identifier (LEI) 549300MS535KC2WH4082 is included, providing a unique 20-character code for regulatory identification. This facilitates consistent identification across jurisdictions and systems. The formal structure and detailed capital disclosure underscore the importance of transparency obligations and FCA requirements for listed entities.

Shareholder Notification Responsibilities and Threshold Crossings

Shareholders must use the 244,678,950 shares denominator to determine if they have crossed notification thresholds. Notifications are required when holdings reach 3% of voting rights or any whole percentage point thereafter. This ensures the market is promptly informed of significant changes in shareholdings by individuals or groups acting in concert.

Investors planning to adjust stakes in BlackRock Smaller Companies Trust plc should be mindful of these requirements. Crossing thresholds triggers mandatory disclosures and may attract regulatory scrutiny. Professional investors and fund managers monitor holdings closely to ensure compliance. Penalties for failing to notify include potential director disqualification, criminal sanctions, and civil fines. This announcement serves as a timely reminder of these obligations and the necessary calculations when shareholdings fluctuate.

Date of Disclosure and Validity of Capital Data

The announcement was issued on 20 July 2026, reflecting the company’s capital position on that date. This ensures the figures represent the current state at the time of disclosure. Capital structures may evolve due to share repurchases, issuances, or reorganizations. The specific date provides a clear reference for investors assessing the company’s capital structure.

Shareholders should note these figures represent a snapshot in time. Future changes in share capital will require updated disclosures. Investors relying on the 244,678,950 shares denominator should monitor company announcements regularly to stay informed of material capital changes and adjust their notification calculations accordingly.