THRG Blackrock Throgmorton Trust Plc

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

31 January 2025

Blackrock Throgmorton Trust plc

Publication of a circular and notice of general meeting to renew the authority to buy back ordinary shares

The Board of BlackRock Throgmorton Trust plc (the "Company") announces that it has today published a Circular (the "Circular") which contains a notice of a general meeting (the "General Meeting"), at which the Board seeks Shareholders' approval to renew the Company's share buyback authority. The General Meeting will be held at 11.00 a.m. on 17 February 2025 at 12 Throgmorton Avenue, London EC2N 2DL.

At the Company's annual general meeting on 19 March 2024 (the "2024 AGM"), the Directors were given authority to make market purchases of up to 14,276,699 Ordinary Shares, representing 14.99 per cent. of the issued Ordinary Share capital (excluding treasury shares) as at the date of the notice of the 2024 AGM (the "Existing Authority"). As at the Latest Practicable Date, the Company has bought back 10,568,000 Ordinary Shares and a significant proportion of the Existing Authority has been utilised. The Directors have concluded that the Existing Authority could be fully utilised before the Company's next annual general meeting, which is expected to be held at the end of March 2025 (the "2025 AGM"), if the Company's purchases of its own shares were to continue at the same rate as they are at present.

The Directors consider that it is in Shareholders' interests that the Company continues to have the flexibility to make market purchases of Ordinary Shares in order to ensure that the Ordinary Shares do not trade at a price that is at an excessive discount to the NAV per Ordinary Share.

Accordingly, in order to retain this flexibility, the Board is now seeking to replace the Existing Authority with a renewed Shareholder authority (the "New Authority") to make market purchases of Ordinary Shares, such authority to expire at the conclusion of the 2025 AGM (the "Proposal").

The Directors are accordingly convening a General Meeting to be held at the offices of BlackRock Investment Management (UK) Limited at 12 Throgmorton Avenue, London EC2N 2DL on 17 February 2025 at 11.00 a.m. at which the Resolution will be put to Shareholders.

Background

As at the Latest Practicable Date, the Company has bought back 10,568,000 Ordinary Shares pursuant to the Existing Authority. As a result, the Company is only able to buy back a further 3,708,699 Ordinary Shares, which represents 4.44 per cent. of the issued Ordinary Share capital (excluding treasury shares) as at the Latest Practicable Date.

Market purchases of Ordinary Shares pursuant to the Existing Authority have taken place in order to manage the discount to NAV at which the Ordinary Shares continue to trade. At the current rate of purchases, it is likely that the Existing Authority will be exhausted soon, and before the 2025 AGM, leaving the Company unable to buy back further Ordinary Shares until shareholder authority to undertake market purchases of Ordinary Shares is sought at the 2025 AGM.

Reasons for the Proposal

The Board considers that it is in Shareholders' interests that the Company has, at all times, the ability to issue and buy back its shares in order to address temporary imbalances of supply and demand to ensure that the share price does not trade at an excessive discount or premium to NAV. In particular, the Board believes that it is in Shareholders' interests for the Company to be able to buy back Ordinary Shares in order to prevent a significant discount to NAV at which the Ordinary Shares may trade in the market.

The Board is therefore seeking Shareholder approval at the General Meeting to enable the Company to buy back 12,504,937 Ordinary Shares, or, if less, that number of Ordinary Shares which is equal to 14.99 per cent. of the Company's issued Ordinary Share capital (excluding treasury shares) at the date of the General Meeting. The New Authority requires the approval of Shareholders and is therefore conditional on the passing of the Resolution.

The New Authority

The New Authority is being sought by way of a special resolution (the "Resolution") that will be put to Shareholders at the General Meeting.

The Resolution will, if passed, give the Directors the authority (in substitution for any existing authorities) to make market purchases of up to 12,504,937 Ordinary Shares, or, if less, that number of Ordinary Shares which is equal to 14.99 per cent. of the Company's issued Ordinary Share capital (excluding treasury shares) at the date of the General Meeting.

The Resolution will authorise the Company to make market purchases of Ordinary Shares for a maximum price (exclusive of expenses) of the higher of (i) 105 per cent. of the average of the middle market quotations of the Ordinary Shares for the five dealing days preceding the purchase and (ii) the higher of the price quoted for (a) the last independent trade of and (b) the highest independent bid for, any number of Ordinary Shares on the trading venue where the purchase is carried out. The minimum price (exclusive of expenses) which may be paid for any such Ordinary Share shall be 5 pence.

The Directors intend to use the New Authority where they have determined that it is in the best interests of Shareholders to do so with the objective of addressing any imbalance between the supply of, and the demand for, Ordinary Shares and ensuring that the discount at which the Ordinary Shares trade to the NAV per Ordinary Share is managed. In deciding whether to make any such purchases, the Directors will have regard to what they believe to be in the interests of Shareholders as a whole and to applicable law and regulatory. All the Ordinary Shares purchased pursuant to the New Authority shall be either held in treasury or cancelled immediately upon completion of the purchase.

A special resolution requires a majority of at least 75 per cent. of members entitled to vote and present in person or by proxy to vote in favour in order for it to be passed.

Benefits of the Proposal

If the New Authority is granted, the Company will be able to continue to buy back Ordinary Shares with the objective of addressing any imbalance between the supply of, and the demand for, Ordinary Shares and ensuring that the discount at which the Ordinary Shares trade to the NAV per Ordinary Share is managed. Without such New Authority, the Directors may not have sufficient authority to continue to buy back Ordinary Shares to address any such imbalance. In such circumstances, it might be expected that the discount would widen as a result of a fall in the share price relative to the NAV per Ordinary Share, which would be detrimental to all existing Shareholders.

A copy of the Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Circular will also be available on the Company's website (www.blackrock.co.uk/thrg). Capitalised terms used in this announcement, unless otherwise defined, have the same meanings as set out in the Circular.