Last checked at 2 Dec 2020 07:00
BlackRock Throgmorton Trust Plc - Publication of Circular and Notice of GMBlackRock Throgmorton Trust Plc - Publication of Circular and Notice of GM
PR Newswire
London, December 1
BlackRock Throgmorton Trust PLC (the “Company”)
LEI: 5493003B7ETS1JEDPF59
Publication of Circular and Notice of General Meeting
The Board has today published a circular (the "Circular") convening a general meeting to be held at 12.00 noon on 18 December 2020 (the "General Meeting").
Since the Company's last annual general meeting held on 25 March 2020 (the "2020 AGM"), the Ordinary Shares have regularly traded at a premium to net asset value (NAV) per Ordinary Share, which indicates that there is ongoing demand for the Ordinary Shares. In order to satisfy this demand, the Company has issued over 7,444,617 million Ordinary Shares, at a premium to the prevailing NAV at the time of issue sufficient to cover issuance costs, such that NAV per Ordinary Share was not diluted for existing shareholders, raising over £43 million of new capital. As a result, the Director's share issuance authority to allot and issue, or sell from treasury, Ordinary Shares on a non pre-emptive basis granted by shareholders at the 2020 AGM has been substantially utilised.
The Directors consider that it is in shareholders’ interests that the Company continues to have the flexibility to issue Ordinary Shares in order to provide liquidity, and to ensure that it can manage the premium to NAV at which its Ordinary Shares may trade, in line with its discount/premium control policy. The Board therefore wishes to put forward proposals to shareholders that will enable the Company to continue issuing Ordinary Shares, renewing the Board's general authority to issue Ordinary Shares on a non pre-emptive basis, up to an amount representing 10 per cent of the Company's issued share capital (the “Proposals”).
As Ordinary Shares will only be issued under the Proposals at a premium to the prevailing NAV at the time of issue intended to exceed the expected costs and expenses of the relevant issue, the prevailing NAV per Ordinary Shares is not expected to be diluted as a result of the Proposals.
Further details of, and reasons for, the Proposals are set out in the Circular.
The General Meeting
The Proposals being put forward are conditional on the approval of shareholders at the General Meeting. In light of the ongoing COVID-19 pandemic and the measures imposed by the UK Government to combat the spread of the virus, the General Meeting will be run as a closed meeting and shareholders will not be permitted to attend in person. The General Meeting will be convened with the minimum quorum of shareholders in order to conduct the business of the meeting, any other persons will be refused entry and all votes will be taken by poll so that all proxy votes are counted. Accordingly, all shareholders are asked to submit their proxy in advance of the General Meeting, either by completing the Form of Proxy provided, or online by following the instruction set out on the Form of Proxy. If you wish to appoint a proxy, it is recommended that you appoint the Chairman given the restrictions on attendance at the General Meeting. The Board and the Company's Manager, BlackRock, will ensure that a quorum of two shareholders are present at the General Meeting to allow it to take place and for the proxy voting to be taken on a poll.
The Company continues to monitor developments relating to the current outbreak of COVID-19, including the guidance and legislation issued by the UK Government. Any changes to the arrangements set out above will be notified to shareholders by an announcement through a Regulatory Information Service.
Expected timetable
| Latest time and date for receipt of Forms of Proxy or transmission of CREST Proxy Instructions for the General Meeting | 12.00 noon on 16 December 2020 |
| General Meeting | 12.00 noon on 18 December 2020 |
| All references to timings in this announcement are to London time unless otherwise stated. | |
Terms used and not defined in this announcement shall have the meanings given to them in the Circular.
A copy of the Circular has been 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 shortly be available on the Company's website at:
www.blackrock.com/uk/thrg/gm-circular
Contact details for queries:
BlackRock Investment Management (UK) LimitedSimon WhiteKevin MaygerTel: 020 7743 1098
Stifel Nicolaus Europe LimitedMark BloomfieldMaarten FreeriksTel: 020 7710 7600