Final Results

BLACKROCK SMALLER COMPANIES TRUST PLC
(Legal Entity Identifier: 549300MS535KC2WH4082)

Information disclosed in accordance with Article 5 Transparency Directive and DTR 4.1

Annual results announcement for the year ended 28 February 2023

PERFORMANCE RECORD



 
As at 
28 February 2023 
As at 
28 February 2022 


 
Net asset value per ordinary share (debt at par value) (pence)1 1,553.41  1,878.11 
Net asset value per ordinary share (debt at fair value) (pence)1 1,601.42  1,882.38 
Ordinary share price (mid-market) (pence)1 1,380.00  1,684.00 
Numis Smaller Companies plus AIM (excluding Investment Companies) Index2 16,108.12  17,421.96
---------------  --------------- 
Assets
Total assets less current liabilities (£’000) 828,033  986,537 
Equity shareholders’ funds (£’000)3 758,529  917,078 
Ongoing charges ratio4,5 0.7%  0.7%
Dividend yield4 2.9%  2.1% 
Gearing4 6.3%  4.3% 
=========  ========= 

   




 
For the 
year ended 
28 February 2023 
For the 
year ended 
28 February 2022 



 
Performance (with dividends reinvested)
Net asset value per ordinary share (debt at par value)2,4 -15.4%  7.0% 
Net asset value per ordinary share (debt at fair value)2,4 -13.0%  7.8% 
Ordinary share price (mid-market)2,4 -15.9%  0.9% 
Numis Smaller Companies plus AIM (excluding Investment Companies) Index2,4 -7.5%  1.5% 
=========  ========= 

   




 
For the 
year ended 
28 February 2023 
For the 
year ended 
28 February 2022 

Change 
Revenue and dividends
Revenue return per ordinary share 40.92p  35.29p  +16.0 
Interim dividend per ordinary share 14.50p  13.00p  +11.5 
Final dividend per ordinary share 25.50p  22.00p  +15.9 
---------------  ---------------  --------------- 
Total dividends paid and payable 40.00p  35.00p  +14.3 
=========  =========  ========= 

    Without dividends reinvested.
2     Total return basis with dividends reinvested.
    The change in equity shareholders’ funds represents the portfolio movements during the year and dividends paid.
    Alternative Performance Measure, see Glossary contained within the Annual Report and Financial Statements.
5     Ongoing charges ratio calculated as a percentage of average daily net assets and using the management fee and all other operating expenses, excluding finance costs, direct transaction costs, custody transaction charges, VAT recovered, taxation, prior year expenses written back and certain non-recurring items in accordance with AIC guidelines.

CHAIRMAN’S STATEMENT

Dear Shareholder

The year under review has been characterised by volatility and increased market uncertainty. Optimism that normal life would resume as the COVID-19 pandemic receded was misplaced as it became clear that the UK economy had sustained longer-term structural damage. Supply chain bottle necks, labour shortages and rising operating costs inevitably led to rising prices and inflation. The situation was exacerbated by Russia’s invasion of Ukraine in early 2022, triggering an energy supply shock which pushed inflation to levels not seen in over 40 years. This environment of high inflation was sustained throughout the year, peaking at 11.1% (as measured by the UK Consumer Price Index Annual Rate) in October 2022 and looks set to persist for some time to come with UK inflation at the time of writing standing at 10.1%. Central Banks across the globe walked a narrow tightrope in attempting to take decisive action to combat soaring inflation by tightening monetary policy without suffocating economic growth. In the UK, higher interest rates hit growth forecasts hard and a more prolonged economic recession looks likely. The ongoing impact of sustained high interest rates is exposing cracks globally in economic models that have evolved through decades of low inflation and low interest rates. The sharp rise in interest rates in September 2022 forced pension funds to sell assets, often at significant losses, in order to meet the liquidity calls required by the fall in leveraged liability driven investment (LDI) values. High interest rates have driven bond valuations down and are impacting other valuation models, exposing balance sheet weaknesses and liquidity issues. UK markets have responded by adjusting valuations downward to reflect this more challenging economic back drop. High quality growth stocks within our portfolio have been caught up in this maelstrom of market volatility despite the fact that many have posted strong results and have seen no material change in the investment thesis, trading or outlook.

The challenging market backdrop is likely to persist for some time to come as the war in Ukraine continues and the predictability of economic forces remains limited. However, your Company’s focus has always been on investing in companies with well capitalised balance sheets and strong, entrepreneurial management teams that are able to rapidly adapt their businesses to shifting market dynamics. As such we believe the portfolio is well-positioned and prepared to navigate the challenges ahead and to take advantage of the investment opportunities that may arise in these uncertain times.

PERFORMANCE
In the year under review, the Company’s net asset value (NAV) per share fell by 13.0%1,2,3, underperforming our benchmark index, the Numis Smaller Companies plus AIM (excluding Investment Companies) Index, which fell by 7.5%1,3. Over the same period your Company’s share price on a total return basis with income reinvested fell by 15.9%1,3 compared with the FTSE AIM All-Share Index which fell by 16.1%1, the FTSE 250 Index which fell by 2.8%1 and the FTSE 100 Index which rose by 9.6%1. The wide disparity between index returns reflected changing investor sentiment about large versus smaller cap companies during a period of great market uncertainty over future prospects.

More detail on the significant contributors to and detractors from performance during the year are given in the Investment Manager’s Report below.

The Company’s longer-term performance is set out in the table below. More information is also given in the chart contained within the Annual Report and Financial Statements which illustrates how long-term investors have had an opportunity to build up an attractive annual income from an investment in the Company. Even if the initial dividend yield at the point of purchase has been unremarkable, the strong underlying growth in dividends over the years has resulted in a competitive yield on cost when compared with equity income funds in general.

To illustrate this investment and income success, the chart contained within the Annual Report and Financial Statements shows that £1,000 invested in the Company on 28 February 2006 would have increased in value by 442.9%1 in NAV terms to 28 February 2023, whereas £1,000 invested in the UK open-ended income sector median would have increased by just 151.6%1. The chart also demonstrates that while the yield on the Company’s shares was much lower at the beginning of the period, over time the Company’s dividend has grown at a much faster rate than open-ended UK income fund competitors. As a result, the yield on the purchase cost of an investment in the Company would now be more than that on the UK open-ended income sector median.

RETURNS AND DIVIDENDS
Your Company’s total revenues per year are a reflection of the dividends we receive from portfolio companies. This in turn drives our ability to pay dividends to our shareholders. Total revenue return for the year was 40.92 pence per share (2022: 35.29 pence per share). The increase of 16.0% was largely due to an increase in dividends received from the portfolio companies.

The Board continues its policy to ensure the sustainability of dividends and their future growth through investment in companies with strong balance sheets, solid management and sustainable business growth models. We remain mindful of the importance of yield to shareholders. The Board is also cognisant of the benefits of the Company’s investment trust structure which enables it to retain up to 15% of total revenue each year to build up reserves which may be carried forward and used to pay dividends during leaner times. The Company has substantial distributable reserves (£692.1 million as at 28 February 2023, including revenue reserves of £18.6 million). Taking note of your Company’s current reserves, and the strong revenue growth this year, the Board has decided to declare a final dividend of 25.50p per share, representing a 14.3% increase over total dividends declared for the year to 28 February 2022. The dividend will be paid on 27 June 2023 to shareholders on the Company’s register as at 19 May 2023. The Board has also taken this decision recognising that many portfolio companies are demonstrating a robust rebound in their dividend paying ability, allowing us to take a more optimistic view of future prospects.



Performance to 28 February 2023
1 Year 
change 
3 Year 
change 
5 Year 
change 
10 Year 
change 
15 Year 
change 
NAV per share1,2,3 -13.0  9.4  18.1  167.6  399.5 
Benchmark1,3 -7.5  17.2  12.0  80.9  142.4 
Share price1,3 -15.9  -0.5  16.1  168.0  442.9 

1     Percentages in sterling terms with dividends reinvested.
2     NAV with debt at fair value.
3     Alternative Performance Measure, see Glossary, contained within the Annual Report and Financial Statements.

Your Company has now increased its annual dividend every year since 2003. The annualised increase in dividends paid since this date equates to 11.2% and your Company will now gain the AIC accolade of “Dividend Hero” for its’ consistent 20 year growth in dividends.

GEARING AND SOURCES OF FINANCE
The Company has traditionally maintained a range of borrowings and facilities to provide balance between longer-term and short-term maturities and between fixed and floating rates of interest. In July 2022, the Company’s £15 million debenture matured and was redeemed. In anticipation of this event, and also to lock in borrowing at what we considered to be very attractive interest rates, the Board had previously put in place a range of longer term fixed rate funding consisting of £25 million senior unsecured fixed rate private placement notes maturing in 2037, £20 million senior unsecured notes maturing in 2044 and £25 million senior unsecured notes maturing in 2046. The logic of the Board’s decision to capture these lower interest rates for funding has been borne out by economic developments over the past year; by way of illustration, interest at 7.75% was payable on the £15 million debenture amounting to £1.2 million per annum; the equivalent cost for £15 million at the rate of the most recent long dated note issued in September 2021 of 2.47% equates to just £0.4 million, a saving of £0.8 million (10 basis points of NAV based on asset values at 28 February 2023). The Company also has in place variable rate funding consisting of a £60 million uncommitted overdraft facility with The Bank of New York Mellon (International) Limited.

It is the Board’s intention that net gearing will not exceed 15% of the net assets of the Company at the time of the drawdown of the relevant borrowings. Under normal operating conditions it is envisaged that gearing will be within a range of 0%-15% of net assets. At the year end, the Company’s net gearing was 6.3%1 of net assets (2022: 4.3%).

MANAGEMENT OF SHARE RATING
The Board monitors the Company’s share rating closely, and recognises the importance to shareholders that the price of the Company’s shares do not trade at either a significant premium or discount to the underlying NAV. Therefore, where deemed to be in shareholders’ long term interests, it may exercise its powers to issue shares or buy back shares with the objective of ensuring that an excessive premium or discount does not arise. As market volatility persisted through the year discounts across the closed-end funds sector widened as a whole and your Company was no exception, with the average discount widening to an average discount of 13.9% to NAV (with debt at fair value) over the full year compared to an average discount of 5.0% for the year to 28 February 2022. To put this in context, the average discount for companies in the AIC UK Smaller Companies sector for the same period was 10.9%. Through February and into March 2023, the Company’s discount remained wide, drifting out to the wider end of the peer group range. The Board took action to address this, and subsequent to the year end the Company bought back 220,000 shares for costs of £2,917,000 (at an average discount to NAV of 13.3%). The Company’s discount currently stands at 13.3%.

1     Alternative Performance Measure, see the Glossary, contained within the Annual Report and Financial Statements.

BOARD COMPOSITION, IMPLEMENTATION OF POLICY ON TENURE AND DIVERSITY
Since the date of my last report, I am pleased to note that the Board has fully implemented its policy on tenure (that no Director’s tenure should exceed nine years, or in the case of the Chairman, twelve years). The Board remains focused on high standards of governance, and is cognisant that the Parker Review in respect of board diversity and the recent changes to the FCA’s Listing Rules set new diversity targets and associated disclosure requirements for UK companies listed on the premium and standard segment of the London Stock Exchange. Your Board recognises the benefits of diversity at Board level and believes that Directors should have a mix of different skills, experience, backgrounds, ethnicity, gender and other characteristics. It is therefore actively taking steps to comply with best practice and applicable regulation in respect of diversity, including gender and ethnicity. These steps included the engagement in the year under review of an external firm (Stogdale St James) to carry out an independent evaluation of the Board and as part of this process to compile a skills matrix to enable the Board to identify areas of focus in future succession planning to ensure a diverse Board. The Board intend to use this skills matrix described in the Board Diversity paragraph above as the cornerstone for undertaking a search and selection process in 2023 with the aim of further enhancing Board diversity. An external agency will be engaged to conduct this exercise, and a broad range of factors will be taken into account in setting the appointment brief and during the search and selection process. These will be underpinned by the underlying premise that all Board appointments must be made on merit, in the context of the skills, experience, independence and knowledge which the Board as a whole requires to be effective. Further information on Board composition can be found in the Corporate Governance Statement contained within the Annual Report and Financial Statements.

ANNUAL GENERAL MEETING
The Company’s Annual General Meeting (AGM) will be held in person at the offices of BlackRock at 12 Throgmorton Avenue, London EC2N 2DL on Tuesday 20 June 2023 at 11.30 a.m. Details of the business of the meeting are set out in the Notice of Annual General Meeting contained within the Annual Report and Financial Statements. Shareholders are also invited to join Directors for a sandwich lunch and light refreshments after the formal business of the meeting has concluded.

Prior to the formal business of the meeting, our Investment Manager will make a presentation to shareholders. This will be followed by a question and answer session. Shareholders who are unable to attend the meeting in person but who wish to follow the AGM proceedings can do so via a live webinar this year. Details on how to register, together with access details, will be available shortly on the Company’s website at: www.blackrock.com/uk/brsc or by contacting the Company Secretary at cosec@blackrock.com. It is not possible to attend, speak or vote via this medium and it is solely intended to provide shareholders with the ability to watch the proceedings. Nevertheless, I trust shareholders will find this new facility helpful. Additionally, if you are unable to attend you can exercise your right to vote by proxy or appoint a proxy to attend in your place. Details of how to do this are included on the AGM Proxy Card provided to shareholders with the Annual Report. If you hold your shares through a platform or a nominee company, you will need to contact them directly and ask them to appoint you as a proxy in respect of your shares in order to attend, speak and vote at the AGM. Further information on the business of this year's AGM can be found in the Notice of the AGM contained within the Annual Report and Financial Statements.

OUTLOOK
Ongoing market shocks from the persistent high interest/high inflation environment that has become the ‘new normal’ makes any forecast of future results challenging. Since the financial year end, the Company’s NAV (as at 2 May 2023) has decreased by 4.0%1, against a decrease in the benchmark of 3.1%1, and the share price has fallen by 3.3%1. These results should be seen in the context of continued and significant market volatility.

As the COVID-19 pandemic has receded, the unpredictable trajectory of a return to normal life has continued to create significant volatility in markets across the globe. The monetary and fiscal hangover from the pandemic and the sharp resurgence in economic activity in the midst of ongoing supply disruptions have set the stage for a high inflation environment. The situation was exacerbated by the continuing devastating events in Ukraine which have constricted the supply of key commodities dramatically and pushed prices up even further. Now markets face aftershocks resulting from the swift and precipitous rise in interest rates which have the potential to give rise to an array of unintended consequences and liquidity events in the financial sector.

Against this turbulent backdrop, the Company’s portfolio is weighted towards companies with well capitalised balance sheets and entrepreneurial management teams that are able to rapidly adapt their businesses to the shifting market dynamics. As such we believe your Company is well-positioned and prepared to take advantage of the investment opportunities that lie ahead despite the uncertain market conditions.

If shareholders would like to contact me, please write to BlackRock Smaller Companies Trust plc, Exchange Place One, 1 Semple Street, Edinburgh EH3 8BL marked for the attention of the Chairman.

RONALD GOULD
Chairman

5 May 2023

1  Alternative Performance Measure. Percentages in sterling terms with dividends reinvested and based on NAV with debt at fair value.

INVESTMENT MANAGER'S REPORT

In my interim report I discussed how both geo-political and financial market dynamics had driven the incredible asset class volatility we had witnessed in the first half of the year, and how it was unlikely the second half would provide much clarity. Sadly this has turned out to be the case. The second half of the financial year remained just as volatile as the first, with strong market rallies swiftly followed by sharp sell-offs, generally driven by the latest inflationary signals and the likely future path of interest rates. Central bankers, however, continued to take a relatively hawkish stance highlighting, whilst goods inflation may be easing, that supply side pressures, notably tight labour markets, are keeping services inflation at elevated levels. This dynamic continued to present a challenge for the strategy, as rising yields, since the beginning of the year, continued to undermine the valuation of long term growth stocks, meaning that growth shares remained under pressure for much of the year, whilst value continued to be in favour.

It may be worth taking a moment to remind investors of our investment philosophy. UK small and mid-cap investing is risky; stocks are illiquid, business models are less mature, and often companies are trying to disrupt industries already served by much bigger peers. As a consequence of those risks we seek companies that have significant multi-year options for growth, rather than more value orientated opportunities which may look attractive on a near term valuation, but have less capacity for earnings growth. If we correctly identify these opportunities, we will be rewarded through the share price. The value heavy FTSE 100 Index outperformed virtually every major equity market in 2022, but if ever there was a signal of how out of vogue growth is compared to value, it is how much the FTSE 100 Index has outperformed the more growth orientated FTSE 250 Index. We remain committed to this strategy, and believe that the valuation of UK growth is more attractive than it has been for some time.

As it seems to be with almost every period that we report on recently, UK politics continued to grab headlines and drive market volatility, currency weakness, and divergence between large and small cap UK equities. While their time in power was short, the Truss-Kwarteng mini-budget, caused its’ fair share of turbulence within the UK ‘Gilt Market’ and required intervention from the Bank of England to restore order. Following changes of both leadership and policy, after the appointment of Rishi Sunak as Prime Minister, a degree of stability ensued although real incomes are declining, and the invasion of Ukraine remains a significant overhang. Domestically-exposed sectors, particularly those exposed to the consumer sector, were notably weak. As a result, large-cap companies outperformed the small and mid-cap indices as the higher domestic exposure of the latter two acted as a drag.

The Company’s NAV per share ended the year down -13.0% (debt at fair value with dividends reinvested), underperforming the benchmark which fell by -7.5%. As we alluded to in the Half Yearly Report, small and mid-cap investing is volatile, and in any given financial year some companies will fail to deliver on their earnings expectations and their share prices will suffer. Our team seeks to invest in companies with superior long term  growth prospects and effective management and over the long-term this should be rewarded in the share prices of those companies that do deliver. Our frustration and biggest disappointment when looking back over this financial year is that underlying trading across a large portion of our portfolio has been strong, but this has not been reflected in the share price performance of many of our holdings.

The largest stock specific disappointment was with ingredients manufacturer Treatt. The company warned in the first half that profits for the full year would be c.30% lower than guidance as a result of rising costs, slowing demand for flavoured iced tea in the US, and the weaker pound. While disappointing in the short term, the company believes that demand across all categories and geographies remains strong and it has offset rising input costs with price increases, although the long-term contracts with customers mean rises come through slowly. We did subsequently reduce the position size but maintain a holding, and encouragingly the most recent trading statement has been in line with expectations. Shares in Inspecs fell after the company reported a deterioration in trading, particularly in Europe and as a result has delayed investment into its new factories in Vietnam and Portugal. We subsequently sold the position. Shares in Watches of Switzerland have suffered during the year as investors have concerns over the consumer outlook. We believe these worries to be misplaced as revenues are to some extent protected by the order book that for some high demand pieces is measured in years. Most recently, the shares fell in response to quarter three volumes that some felt fell short of expectations, despite management not giving quarterly guidance and reiterating their confidence in the full year. We continue to like the industry dynamics with the aforementioned waiting lists providing visibility not afforded to other retailers, and Rolex have recently announced some moves that may increase production to help satisfy this demand. The company has a net cash balance sheet, and we are confident that there will be further opportunity for M&A during the year.

On the positive side, 4imprint Group remained the top contributor during the year, delivering further upgrades to forecasts, which now sit nearly 100% higher than they did at the start of the year. 4imprint has seen an acceleration in market share gains after increased investment through the COVID-19 pandemic as well as remixing their marketing efforts to above-the-line advertising to drive brand awareness. This has driven record revenue levels while the promotional products industry remains well below its 2019 level. 4imprint Group still has a low single digit percentage market share, leaving lots of runway for future gains. Grafton rallied after a very positive update in January reporting revenue and profit growth ahead of expectations. Grafton has been a volatile share during the financial year, derating significantly at points, mainly on expectations of a deterioration in trading conditions, something that the results clearly show has yet to materialise. Shares in veterinary group CVS Group remained resilient during the year, reflecting the defensive nature of pet services and longer term positive structural trends that the industry is exposed to.

Market volatility does bring opportunity, and where we saw decent companies at attractive entry prices, we took advantage. New holdings include the now pure play components business Essentra, which has simplified operations through disposing of their pharma and tobacco filter assets, builders merchant Grafton, which similarly has sold off assets and now sits on a significant cash pile, and US infrastructure play Hill & Smith. We disposed of OSB Group given the challenging outlook for the UK mortgage market, building products firm Tyman given weakening US new housing, and Alliance Pharma in response to specific trading issues. We were fortunate to receive bids for Ideagen and Clipper Logistics.

OUTLOOK
Equity volatility has remained extremely high as we have entered 2023. However, this was seen in by an unexpected splurge from consumers, a re-awakening of demand in some of the more cyclical industrial sectors, a fall in bond yields, a rise in bond yields, oil falling in anticipation of economic weakness, oil rising in response to OPEC cuts, China reopening, a belief inflation may have peaked, and stubbornly high inflation prints. In short we believe 2023 will see a continuation of recent themes of uncertainty; the Russian invasion of Ukraine, China, supply chains and inflation. However, currently we do expect 2023 to see an end to rising interest rates and the start of disinflation. Generally speaking, financial conditions are not too stretched; corporates and consumers are reasonably well capitalised, and banks have plenty of capital. As such the path of employment will dictate the consumer outlook but we continue to expect the trough to be shallower than in previous recessions.

Industrial activity is likely to decline as excess inventory works through the system, but given major markets such as automotive and aerospace were already seeing choked demand through supply chain issues, again we expect a shallower trough. Housebuilding and Renovation, Maintenance and Improvement will have a tough first half of 2023, but given the rapid repricing of mortgages post the brief Truss premiership, the outlook isn’t as bad as it was in September 2022. Valuations have corrected quickly and looking back it appears all consumer orientated stocks overshot to the downside during the chaotic period around the Truss budget.

Whilst there is much that can be discussed with regards to the economic outlook, one thing is irrefutable; the valuation of UK small and mid sized companies is more attractive than it has been for some time, and if that valuation is not recognized by the stock market, it will be recognized by others. We expect to see M&A picking up through the course of the year and indeed in the last few days we have seen approaches for several companies in the UK as Private Equity players have decided to start deploying their substantial cash piles.

We are not out of the woods yet, but the recent round of trading updates from our investments have generally been in line or better than expectations. However, with oil and gas prices lower year-on-year, China re-opening, US$ weakening, shipping/logistics/factory gate prices dropping, much of the inflation pressure of last year could become deflationary during the course of this year, and we have tentatively started to utilise more of our gearing facilities.

Against this difficult backdrop, we remind ourselves that many equity markets (Europe, UK) are structurally under owned and could benefit as sentiment turns and investors begin to reduce these underweights. We remain focused on bottom-up company specific analysis to identify high quality, nimble businesses, operated by entrepreneurial management teams, with strong market positions and resilient cash-flows. These are the types of businesses that we believe will be best placed to manage and thrive in the current environment. Historically these periods have been followed by strong returns for the strategy and presented excellent investment opportunities.

We thank shareholders for their ongoing support.

ROLAND ARNOLD
BlackRock Investment Management (UK) Limited
5 May 2023

Ten largest investments AS AT 28 February 2023

1 Gamma Communications
Mobile Telecommunications
Portfolio value:   £22,386,000
Percentage of portfolio:   2.8%

A leading provider of Unified Communications as a Service (UCaaS) into the UK and European business markets, supplying communication solutions via their extensive network of trusted channel partners and also directly.

2 4imprint Group
Media
Portfolio value:   £21,879,000
Percentage of portfolio:   2.7%

A UK-listed but US-centric direct marketing business of promotional goods. Despite a relatively small market share, they are the market leader in the US by some distance which reflects just how fragmented the market is.

3 CVS Group
General Retailers
Portfolio value:   £20,589,000
Percentage of portfolio:   2.6%

CVS Group is one of the largest integrated veterinary services provider in the UK encompassing four main business areas; veterinary practices, diagnostic laboratories, pet crematoria and e-commerce division.

4 Watches of Switzerland
Personal Goods
Portfolio value:   £18,102,000
Percentage of portfolio:   2.2%

The UK’s leading luxury watch specialist with a growing US presence. The group is comprised of four prestigious retail brands; Watches of Switzerland, Mappin & Webb, Goldsmiths and Mayors and has been transformed over the last five years into a modern, technologically advanced, multi-channel retailer. The group has a showroom network which includes flagships in London, two flagship showrooms in New York, and increasing presence of mono-brand boutiques along with an industry leading e-commerce platform.

5 Oxford Instruments
Electronic & Electrical Equipment
Portfolio value:   £15,719,000
Percentage of portfolio:   2.0%

A manufacturer of scientific instruments serving both academic and commercial markets. Oxford Instruments sells highly technical and complex instruments which play into some of the most highly funded and exciting areas of global research and development (R&D) today.

6 Impax Asset Management
Financial Services
Portfolio value:   £13,923,000
Percentage of portfolio:   1.7%

A sustainable focused fund manager with a growing franchise, market leading investment performance and structural growth/interest in sustainability which underpins the company’s investment philosophy.

7 Ergomed
Pharmaceuticals & Biotechnology
Portfolio value:   £13,504,000
Percentage of portfolio:   1.7%

Ergomed is a global leader in specialised pharmaceutical services with the aim of addressing unmet medical needs and patient safety. The company specialises in drug development and drug safety, operating across two businesses, Clinical Research and Pharmacovigilance. The company has a strategy focusing on high growth markets in oncology, rare diseases and drug safety, and through both organic growth and strategic acquisitions, has delivered strong growth since its IPO in 2014.

8 Next Fifteen Communications
Media
Portfolio value:   £13,261,000
Percentage of portfolio:   1.6%

A global provider of digital communication products and services. The company offers digital content, public relations and affairs, technology, marketing software, market research and policy communications.

9 Bloomsbury Publishing
Media
Portfolio value:   £12,842,000
Percentage of portfolio:   1.6%

The company is a leading independent publisher which aims to inform, educate, entertain and inspire readers of all ages. The company is focused on investing in high value intellectual property, with a focus on publishing quality content. The company has been diversifying the portfolio across consumer and non-consumer, and geographically and has expanded it’s digital offering through mergers and acquisitions, further increasing the quality of its revenues and earnings.

10 QinetiQ Group
Aerospace & Defence
Portfolio value:   £12,814,000
Percentage of portfolio:   1.6%

A leading science and engineering company operating primarily in the defence and security markets. The company operates within a large and growing addressable market, with a key focus on the UK, US and Australia. The strength of the balance sheet, coupled with the asset-light and cash generative business model enables the company to continue to invest for future growth.

FIFTY LARGEST INVESTMENTS AS AT 28 FEBRUARY 2023



Company


Business activity
Market 
value 
£’000 
% of 
total 
portfolio 
Gamma Communications Provider of communication services to UK businesses 22,386  2.8 
4imprint Group Promotional merchandise in the US 21,879  2.7 
CVS Group Operator of veterinary surgeries 20,589  2.6 
Watches of Switzerland Retailer of luxury watches 18,102  2.2 
Oxford Instruments Designer and manufacturer of tools and systems for industry and scientific research 15,719  2.0 
Impax Asset Management Asset management 13,923  1.7 
Ergomed Provider of pharmaceuticals services 13,504  1.7 
Next Fifteen Communications Digital communication products and services 13,261  1.6 
Bloomsbury Publishing Publisher of fiction and non-fiction 12,842  1.6 
QinetiQ Group British multi-national defence technology company 12,814  1.6 
Breedon UK construction materials 12,762  1.6 
Baltic Classifieds Group Operator of online classified businesses in the Baltics 12,584  1.6 
Robert Walters Recruitment services 12,549  1.6 
Workspace Group Supply of flexible workspace to businesses in London 12,548  1.6 
Tatton Asset Management Provider of discretionary fund management services to financial advisors 12,475  1.5 
Chemring Group Advanced technology products and services for the aerospace, defence and security markets 11,700  1.5 
Central Asia Metals Mining operations in Kazakhstan and Macedonia 11,373  1.4 
YouGov International online research data and analysis group 11,308  1.4 
TT Electronics Global manufacturer of electronic components 11,218  1.4 
Grafton Builders merchants in the UK, Ireland and Netherlands 11,117  1.4 
Clarkson Provision of shipping services 10,725  1.3 
Serica Energy Gas and oil exploration and production company 10,598  1.3 
Auction Technology Group Operator of marketplaces for curated online auctions 10,048  1.2 
Alpha Financial Markets Global provider of specialist consultancy services to the asset management, wealth management and insurance industries 9,873  1.2 
DiscoverIE Specialist components for electronics applications 9,276  1.2 
Team17 British video game developer and publisher 9,167  1.1 
Moneysupermarket.com Price comparison website specialising in financial services 9,089  1.1 
TP ICAP Inter-dealer broker and over the counter market data provider 9,013  1.1 
Hill & Smith Production of infrastructure products and supply of galvanizing services 8,944  1.1 
Spirent Communications Multinational telecommunications testing 8,935  1.1 
The Pebble Group Designer and manufacturer of promotional goods 8,904  1.1 
Future Multi-platform media business covering technology, entertainment, creative arts, home interest and education 8,896  1.1 
IntegraFin Investment platform for financial advisers 8,700  1.1 
Atalaya Mining Copper miner 8,358  1.0 
Hunting Manufacturer of components, technology systems and precision parts for the energy industry 8,085  1.0 
Morgan Sindall Office fit-out, construction and urban regeneration services 8,064  1.0 
Ten Entertainment Group Operator of entertainment centres across the UK 7,985  1.0 
Sigmaroc UK and European construction materials 7,951  1.0 
GlobalData Data analytics and consulting company 7,920  1.0 
Vesuvius Provider of metal flow engineering services and solutions to the steel and foundry industries 7,858  1.0 
Alfa Financial Software Provider of software for customers working in the asset finance industry 7,854  1.0 
Sylvania Platinum Producer of platinum group metals (PGM) 7,668  0.9 
Learning Technologies E-learning services 7,609  0.9 
Essentra Global manufacturer and distributor of plastic injection moulded, vinyl dip moulded and metal items 7,584  0.9 
Restore Records management business 7,402  0.9 
Lok’n Store Group Self-storage provider 7,368  0.9 
Johnson Service Group Provider of textile services 7,308  0.9 
Boku Digital payments company 7,236  0.9 
Wilmington Global provider of data, information, education and training services in the global Governance, Risk and Compliance (GRC) markets 7,120  0.9 
FRP Advisory Professional services firm which offers a range of advisory services to companies, lenders, investors, and other stakeholders, as well as individuals 6,867  0.9 
50 largest investments 537,058  66.6 
Remaining investments 269,030  33.4 
---------------  --------------- 
Total 806,088  100.0 
=========  ========= 

Details of the full portfolio are available on the Company’s website at www.blackrock.com/uk/brsc.

Portfolio holdings in excess of 3% of issued share capital

At 28 February 2023, the Company did not hold any equity investments comprising more than 3% of any company’s share capital other than as disclosed in the table below:

Company % of issued share capital held 
Everyman Media 5.2 
The Pebble Group 5.0 
City Pub Group 4.9 
Tatton Asset Management 4.6 
Ten Entertainment Group 4.4 
Longboat Energy 4.2 
Distribution Finance Capital Holdings 4.2 
Kitwave Group 4.0 
Bloomsbury Publishing 3.8 
Animalcare Group 3.6 
Mercia Asset Management 3.4 
Robert Walters 3.3 
Gresham Technologies 3.3 
Fuller Smith and Turner - A Shares 3.3 
TT Electronics 3.2 
========= 

Distribution of investments as at 28 February 2023

Sector % of portfolio 
Oil & Gas Producers 3.0 
Oil Equipment, Services & Distribution 0.6 
Oil-Field Services 1.0 
Energy 4.6 
--------------- 
Chemicals 0.7 
Mining 4.1 
Basic Materials 4.8 
--------------- 
Aerospace & Defence 3.0 
Construction & Materials 4.6 
Electronic & Electrical Equipment 5.8 
General Industrials 2.2 
Industrial Engineering 3.2 
Industrial Support Services 10.9 
Industrial Transportation 1.3 
Industrials 31.0 
--------------- 
Automobiles & Parts 0.4 
General Retailers 4.4 
Leisure Goods 2.1 
Media 11.4 
Personal Goods 3.1 
Specialty Retailers 1.0 
Travel & Leisure 4.3 
Consumer Discretionary 26.7 
--------------- 
Health Care Equipment & Services 0.7 
Pharmaceuticals & Biotechnology 2.1 
Health Care 2.8 
--------------- 
Food & Drug Retailers 0.5 
Household Goods & Home Construction 1.5 
Consumer Staples 2.0 
--------------- 
Mobile Telecommunications 2.8 
Telecommunications 2.8 
---------------
Banks 0.6 
Financial Services 10.1 
Financials 10.7 
--------------- 
Real Estate Investment & Services 1.6 
Real Estate Investment Trusts 2.4 
Real Estate 4.0 
--------------- 
Software & Computer Services 8.8 
Technology Hardware & Equipment 1.1 
Technology 9.9 
--------------- 
Waste and Disposal Services 0.7 
Utilities 0.7 
--------------- 
Total 100.0 
========= 

PORTFOLIO ANALYSIS AS AT 28 FEBRUARY 2023

ANALYSIS OF PORTFOLIO VALUE BY SECTOR




Company
Benchmark (Numis Smaller Companies, plus AIM
(ex Investment Companies) Index)
Energy 4.6 6.2
Basic Materials 4.8 8.0
Industrials 31.0 21.1
Consumer Discretionary 26.7 16.5
Health Care 2.8 4.1
Consumer Staples 2.0 7.4
Telecommunications 2.8 1.7
Financials 10.7 16.4
Real Estate 4.0 7.1
Technology 9.9 9.9
Utilities 0.7 0.9
Other 0.0 0.7

Sources: BlackRock and Datastream.

INVESTMENT SIZE AS AT 28 FEBRUARY 2023

Number of investments Market value of investments as % of portfolio
£0m to £1m 1 0.0
£1m to £2m 1 0.2
£2m to £3m 5 1.6
£3m to £4m 12 5.5
£4m to £5m 15 8.3
£5m to £6m 17 11.5
£6m to £7m 9 7.2
£7m to £8m 13 12.3
£8m to £9m 8 8.5
£9m to £10m 5 5.8
£10m to £11m 2 3.9
£11m to £12m 6 7.0
£12m to £13m 7 11.0
£13m to £14m 3 5.0
£15m to £16m 1 1.9
£18m to £19m 1 2.2
£20m to £21m 1 2.6
£21m to £22m 1 2.7
£22m to £23m 1 2.8

Source: BlackRock.

MARKET CAPITALISATION OF OUR PORTFOLIO COMPANIES AS AT 28 FEBRUARY 2023

Market capitalisation % of portfolio
£0m to £200m 8.5
£200m to £600m 36.1
£600m to £1.5bn 45.3
£1.5bn+ 10.1

Source: BlackRock.

STRATEGIC REPORT

The Directors present the Strategic Report of the Company for the year ended 28 February 2023. The aim of the Strategic Report is to provide shareholders with the information to assess how the Directors have performed their duty to promote the success of the Company for the collective benefit of shareholders.

The Chairman’s Statement together with the Investment Manager’s Report and the Directors’ Statement setting out how they promote the success of the Company above form part of the Strategic Report. The Strategic Report was approved by the Board at its meeting on 5 May 2023.

PRINCIPAL ACTIVITIES
The Company is a public company limited by shares and carries on business as an investment trust and its principal activity is portfolio investment. Investment trusts, like unit trusts and OEICs, are pooled investment vehicles which allow exposure to a diversified range of assets through a single investment, thus spreading, although not eliminating investment risk.

INVESTMENT OBJECTIVE
The Company’s prime objective is to seek to achieve long-term capital growth for shareholders through investment mainly in smaller UK quoted companies.

No material change will be made to the Company’s investment objective without shareholder approval.

To achieve its investment objective the Company invests predominantly in UK smaller companies with securities admitted to trading on the Main Market of the London Stock Exchange or on the AIM. The Company may also invest in securities which are listed overseas but have a secondary UK quotation. Although investments are primarily in companies with securities admitted to trading on recognised stock exchanges or the AIM, the Investment Manager may also invest in less liquid unquoted securities with the prior approval of the Board. The Manager has adopted a consistent investment process, focusing on good quality growth companies; stock selection is the primary focus, but consideration is also given to sector weightings and underlying themes. Whilst there are no set limits on individual sector exposures against the Company’s benchmark, a schedule of sector weightings is presented at each Board meeting for review. In applying the investment objective, the Investment Manager expects the Company to be substantially fully invested and to borrow as and when appropriate. The Company seeks to achieve an appropriate spread of investment risk by investing in a number of holdings across a range of sectors. The Company may not hold more than 7% of the share capital of any company in which it has an investment. No single portfolio holding (excluding holdings in cash fund investments held for cash management purposes) will, on the date such holding is acquired by the Company, exceed 5% of the Company’s net asset value. Notwithstanding the foregoing, the general aim is that no single portfolio holding (excluding cash fund investments held for cash management purposes) will, on the date such holding is acquired by the Company, exceed 3% of the Company’s net asset value. In addition, while the Company may hold shares in other listed investment companies (including investment trusts), the Board has agreed that the Company will not invest more than 15% of its total assets in other UK listed investment companies. The Investment Manager will not deal in derivatives without prior approval of the Board.

CHANGE TO THRESHOLD LIMIT
Previously, the Company could not hold more than 6% of the share capital of any company in which it has an investment. The Board has approved a change to this restriction whereby this limit will be increased to 7%. The rationale for the change is to give the portfolio manager additional flexibility (in particular when investing in stocks at the lower end of the small cap range). As the amendment does not constitute a material change in investment policy requiring (inter alia) approval of shareholders at a general meeting of the Company, it will take immediate effect.

BENCHMARK
Performance is measured against an appropriate benchmark, the Numis Smaller Companies plus AIM (excluding Investment Companies) Index.

GEARING POLICY
It is intended that net gearing will not exceed 15% of the net assets of the Company at the time of the drawdown of the relevant borrowings. Under normal operating conditions it is envisaged that gearing will be within a range of 0%-15% of net assets.

BUSINESS MODEL
The Company’s business model follows that of an externally managed investment trust. Therefore, the Company does not have any employees and outsources its activities to third-party service providers including the Manager, who is the principal service provider. The management of the investment portfolio and the administration of the Company have been contractually delegated to the Manager who in turn (with the permission of the Company) has delegated certain investment management and other ancillary services to the Investment Manager. The Manager, operating under guidelines determined by the Board, has direct responsibility for the decisions relating to the day-to-day running of the Company and is accountable to the Board for the investment, financial and operating performance of the Company. The Company delegates fund accounting services to BlackRock Investment Management (UK) Limited (BIM (UK)), which in turn sub-delegates these services to The Bank of New York Mellon (International) Limited (BNYM).

Other service providers include the Depositary (also BNYM) and the Registrar, Computershare Investor Services PLC. The Depositary has sub-delegated the provision of custody services to the Asset Servicing division of BNYM. Details of the contractual terms with the Manager and the Depositary and more details of the sub-delegation arrangements in place governing custody services are set out in the Directors’ Report, contained within the Annual Report and Financial Statements.

INVESTMENT PHILOSOPHY
The Investment Manager seeks to identify companies which it believes have superior long-term growth prospects and the management in place to take advantage of these prospects. This is done through internal investment research, company visits and the careful monitoring of market newsflow and external broker analysis. Initially, if the Investment Manager is sufficiently impressed with a company’s prospects, it will look to take a small position, usually 0.25% to 0.50% of the Company’s net assets, in a new holding. These holdings will be closely monitored, and members of the portfolio management team will meet with management on a regular basis. If these companies continue to prosper and make the most of opportunities, the Investment Manager will gradually add to the portfolio holding. Where initial expectations are disappointing, the holding will be sold. The anticipation is that each holding will develop into a core holding over time; one that meets the Investment Manager’s criteria for high quality growth companies.

Valuation is a key consideration; it is important not to overpay for new holdings. However, investment fundamentals are also important, and the Investment Manager may be prepared to pay what seems like a high price if it believes that long-term growth prospects are very strong. Generally, a company will be held within the portfolio if it meets the criteria for core holdings; in respect of recent investments, the Investment Manager will consider whether they have the potential to meet these criteria. Holdings will be sold if there are concerns that the investment case has changed in a negative way. Holdings will be reduced where the position size becomes too large and raises concerns about risk and diversification. The general aim is for portfolio holdings not to exceed 3% of the Company’s net assets (excluding cash fund investments held for cash management purposes). As the investments within the portfolio become larger over time, the Portfolio Manager will continue to assess growth prospects in comparison to smaller businesses operating within similar markets. New holdings must have a market cap beneath £2 billion, however holdings that move above that level will be maintained providing the investment adheres to the original thesis and remains the most attractive opportunity that can be found amongst a comparable peer group. In accordance with the guidelines, the Portfolio Manager will sell any stock that enters the FTSE 100 Index within thirty days of entry.

The Investment Manager believes that consistent outperformance can be achieved by employing a combination of bottom-up and top-down analysis, based upon strong fundamental research.

In building a robust portfolio the Investment Manager will also consider the macro-economic background, working with strategists, economists and other teams internally and externally to understand the broad environment. It also works closely with BlackRock’s risk team to assess the risks in the structure of the portfolio. Any necessary adjustments will be made to the portfolio to ensure that it is structured in an appropriate way from a macro and risk point of view.

PORTOFLIO ANALYSIS
A detailed analysis of the portfolio has been provided above.

PERFORMANCE
Details of the Company’s performance including the dividend are set out in the Chairman’s Statement above. The Chairman’s Statement and the Investment Manager’s Report form part of this Strategic Report and include a review of the main developments during the year, together with information on investment activity within the Company’s portfolio.

RESULTS AND DIVIDENDS
The results for the Company are set out in the Income Statement in the Financial Statements. The total net loss for the year, after taxation, was £140,726,000 (2022: profit of £62,140,000) of which the revenue return amounted to a profit of £19,980,000 (2022: profit of £17,234,000) and the capital loss amounted to £160,706,000 (2022: profit of £44,906,000).

The Company’s revenue return amounted to 40.92p per share (2022: 35.29p). The Directors have declared a final dividend of 25.50p per share as set out in the Chairman’s Statement above.

FUTURE PROSPECTS
The Board’s main focus is to achieve long-term capital growth. The future performance of the Company is dependent upon the success of the investment strategy and, to a large extent, on the performance of financial markets. The outlook for the Company in the next twelve months is discussed in the Chairman’s Statement and the Investment Manager’s Report above.

SOCIAL, COMMUNITY AND HUMAN RIGHTS ISSUES
As an investment trust, the Company has no direct social or community responsibilities or impact on the environment, and the Company has not adopted an ESG investment strategy or exclusionary screens. However, the Directors believe that it is in shareholders’ interests to consider human rights issues, environmental, social and governance matters when selecting and retaining investments. Details of the Board’s approach to ESG and socially responsible investment is set out below. Details of the Manager’s approach to ESG integration are set out below.

MODERN SLAVERY ACT
As an investment vehicle the Company does not provide goods or services in the normal course of business and does not have customers. Accordingly, the Directors consider that the Company is not required to make any slavery or human trafficking statement under the Modern Slavery Act 2015. In any event, the Board considers the Company’s supply chain, dealing predominantly with professional advisers and service providers in the financial services industry, to be low risk in relation to this matter.

DIRECTORS, GENDER RESPRESENTATION AND EMPLOYEES
The Directors of the Company on 28 February 2023 are set out in the Directors’ biographies contained within the Annual Report and Financial Statements. With effect from 1 March 2023, the Board consists of three male Directors and two female Directors. The Company does not have any executive employees.

KEY PERFORMANCE INDICATORS
At each Board meeting, the Directors consider a number of performance measures to assess the Company’s success in achieving its objectives. The key performance indicators (KPIs) used to measure the progress and performance of the Company over time, and which are comparable to those reported by other investment trusts are set out below. As indicated in footnote 2 to the table, some of these KPIs fall within the definition of ‘Alternative Performance Measures’ (APMs) under guidance issued by the European Securities and Markets Authority (ESMA) and additional information explaining how these are calculated is set out in the Glossary contained within the Annual Report and Financial Statements.



Key Performance Indicators
Year ended 
28 February 2023 
Year ended 
28 February 2022 
NAV per share (debt at par value)1,2 -15.4%  7.0% 
NAV per share (debt at fair value)1,2 -13.0%  7.8% 
Share price total return1,2 -15.9%  0.9% 
Benchmark return1 -7.5%  1.5% 
Average discount to NAV with debt at fair value2 13.9%  5.0% 
Revenue return per share 40.92p  35.29p 
Ongoing charges ratio2,3 0.7%  0.7% 
Retail ownership 66.9%  68.6% 

  Total return basis with dividends reinvested.
2    Alternative Performance Measure, see Glossary, contained within the Annual Report and Financial Statements.
  Calculated as a percentage of average daily net assets and using the management fee and all other operating expenses, excluding finance costs, direct transaction costs, custody transaction charges, VAT recovered, taxation, prior year expenses written back and certain non-recurring items in accordance with AIC guidelines.

Sources: BlackRock and Datastream.

Additionally, the Board regularly reviews many indices and ratios to understand the impact on the Company’s relative performance of the various components such as asset allocation and stock selection. The Board also reviews the performance and ongoing charges of the Company against a peer group of UK smaller companies trusts and open-ended funds.

PRINCIPAL RISKS
The Company is exposed to a variety of risks and uncertainties. As required by the UK Code, the Board has in place a robust ongoing process to identify, assess and monitor the principal risks and emerging risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity. A core element of this process is the Company’s risk register which identifies the risks facing the Company and assesses the likelihood and potential impact of each risk and the quality of the controls operating to mitigate it. A residual risk rating is then calculated for each risk based on the outcome of the assessment.

The risk register, its method of preparation and the operation of key controls in BlackRock’s and third-party service providers’ systems of internal control are reviewed on a regular basis by the Audit Committee. In order to gain a more comprehensive understanding of BlackRock’s and other third-party service providers’ risk management processes and how these apply to the Company’s business, BlackRock’s internal audit department provides an annual presentation to the Audit Committee Chairman setting out the results of testing performed in relation to BlackRock’s internal control processes. The Audit Committee also periodically receives presentations from BlackRock’s Risk and Quantitative Analysis team and reviews Service Organisation Control (SOC 1) reports from the Company’s service providers. The current risk register categorises the Company’s main areas of risk as follows:

  • Investment performance risk;
  • Market risk;
  • Income/dividend risk;
  • Legal & compliance risk;
  • Operational risk;
  • Financial risk; and
  • Marketing risk.

The Board has undertaken a robust assessment of both the principal and emerging risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity. Over the course of 2020 and through to the present time, the COVID-19 pandemic has given rise to unprecedented challenges for businesses across the globe and the Board has taken into consideration the risks posed to the Company by the crisis and incorporated these into the Company’s risk register. The risks identified by the Board have been described in the table that follows, together with an explanation of how they are managed and mitigated. Emerging risks are considered by the Board as they come into view and are incorporated into the existing review of the Company’s risk register. They were also considered as part of the annual evaluation process.

Additionally, the Manager considers emerging risks in numerous forums and the Risk and Quantitative Analysis team produces an annual risk survey. Any material risks of relevance to the Company identified through the annual risk survey will be communicated to the Board.

The Board will continue to assess these risks on an ongoing basis. In relation to the UK Code, the Board is confident that the procedures that the Company has put in place are sufficient to ensure that the necessary monitoring of risks and controls has been carried out throughout the reporting period.

Principal risk Mitigation/Control
Investment performance
Returns achieved are reliant primarily upon the performance of the portfolio.
The Board is responsible for:
  • deciding the investment strategy to fulfil the Company's objective; and 
  • monitoring the performance of the Investment Manager and the implementation of the investment strategy.
An inappropriate investment strategy may lead to:
  • poor performance compared to the Benchmark Index and and the Company's peer group; 
  • a loss of capital; and 
  • dissatisfied shareholders.
The Board is also cognisant of the long-term risk to performance from inadequate attention to ESG issues, and in particular the impact of Climate Change. More detail in respect of these risks can be found in the AIFMD Fund Disclosures document available on the Company’s website at https://www.blackrock.com/uk/ individual/literature/policies/itc-disclosure-blackrock-smaller-companies-trust-plc.pdf
 

To manage this risk the Board:
  • regularly reviews the Company's investment manadate and long-term strategy;
  • has set investment restrictions and guidelines which the Investment Manager monitors and regularly reports on;
  • receives from the Investment Manager a regular explanation of stock selection decisions, portfolio exposure, gearing and any changes in gearing and the rationale for the composition of the investment portfolio; and 
  • receives reports showing the Company's performance against the benchmark.

ESG analysis is integrated into the Manager’s investment process, as set out within the Annual Report and Financial Statements. This is monitored by the Board.
Market risk
Market risk arises from volatility in the prices of the Company’s investments influenced by currency, interest rate or other price movements. It represents the potential loss the Company might suffer through holding market positions in financial instruments in the face of market movements.

Market risk includes the potential impact of events which are outside the Company’s control, including (but not limited to) heightened geo-political tensions and military conflict, a global pandemic and high inflation or stagflation (in particular through increased commodity price volatility driving inflation and impacting trade).

The impact of climate change and new legislation governing climate change and environmental issues have the potential to adversely impact markets and the valuation of companies within the portfolio.

There is the potential for the Company to suffer loss through holding investments in the face of negative market movements.

The Board considers asset allocation, stock selection and levels of gearing on a regular basis and has set investment restrictions and guidelines which are monitored and reported on by the Investment Manager.

The Board monitors the implementation and results of the investment process with the Investment Manager.

The Board also recognises the benefits of a closed-end fund structure in extremely volatile markets such as those experienced as a consequence of the COVID-19 pandemic. Unlike open-ended counterparts, closed-end funds are not obliged to sell down portfolio holdings at low valuations to meet liquidity requirements for redemptions. During times of elevated volatility and market stress, the ability of a closed-end fund structure to remain invested for the long-term enables the portfolio manager to adhere to disciplined fundamental analysis from a bottom-up perspective and be ready to respond to dislocations in the market as opportunities present themselves.

The Manager takes into account climate risk within the investment process along with other ESG considerations as set out within the Annual Report and Financial Statements.
 
Income/dividend risk
The amount of dividends and future dividend growth will depend on the performance of the Company’s underlying portfolio and may be impacted by events which are outside the Company’s control, such as the COVID-19 pandemic. In addition, any change in the tax treatment of the dividends or interest received by the Company may reduce the level of dividends received by shareholders.
 

The Board monitors this risk through the receipt of detailed income forecasts and considers the level of income at each Board meeting.

The Company has substantial revenue reserves which can be utilised and also has the ability to make distributions by way of dividends from capital reserves if required.
Legal & Compliance risk
The Company has been approved by HM Revenue & Customs as an investment trust, subject to continuing to meet the relevant eligibility conditions and operates as an investment trust in accordance with Chapter 4 of Part 24 of the Corporation Tax Act 2010. As such, the Company is exempt from capital gains tax on the profits realised from the sale of its investments.

Any breach of the relevant eligibility conditions could lead to the Company losing investment trust status and being subject to corporation tax on capital gains realised within the Company’s portfolio. In such event the investment returns of the Company may be adversely affected.

Any serious breach could result in the Company and/or the Directors being fined or the subject of criminal proceedings or the suspension of the Company’s shares which would in turn lead to a breach of the Corporation Tax Act 2010.

Amongst other relevant laws and regulations, the Company is required to comply with the provisions of the Companies Act 2006, the Alternative Investment Fund Managers’ Directive, the UK Listing Rules and Disclosure Guidance and Transparency Rules, the Sanctions and Anti-Money Laundering Act 2018 and the Market Abuse Regulation.
 

The Investment Manager monitors investment movements and the amount of proposed dividends to ensure that the provisions of Chapter 4 of Part 24 of the Corporation Tax Act 2010 are not breached. The results are reported to the Board at each meeting.
Compliance with the accounting rules affecting investment trusts is also carefully and regularly monitored.

The Company Secretary and the Company’s professional advisers provide regular reports to the Board in respect of compliance with all applicable rules and regulations.
The Company’s Investment Manager, BlackRock, at all times complies with sanctions administered by the UK Office of Financial Sanctions Implementation, the United States Treasury’s Office of Foreign Assets Control, the United Nations, European Union member states and any other applicable regimes. The Company does not invest in companies domiciled in Russia.
Operational risk
In common with most other investment trust companies, the Company has no employees. The Company therefore relies on the services provided by third parties. Accordingly, it is dependent on the control systems of the Manager, the Depositary and the Fund Accountant who maintain the Company’s assets, dealing procedures and accounting records.

The security of the Company’s assets, dealing procedures, accounting records and adherence to regulatory and legal requirements and the prevention of fraud depend on the effective operation of the systems of these other third-party service providers. There is a risk that a major disaster, such as floods, fire, a global pandemic, or terrorist activity, renders the Company’s service providers unable to conduct business at normal operating capacity and effectiveness.

Failure by any service provider to carry out its obligations to the Company could have a material adverse effect on the Company’s performance. Disruption to the accounting, payment systems or custody records could prevent the accurate reporting and monitoring of the Company’s financial position.
Inadequate succession planning arrangements, particularly of the Manager, could disrupt the level of service provided.

Due diligence is undertaken before contracts are entered into with third-party service providers. Thereafter, the performance of the provider is subject to regular review and reported to the Board.

The Board reviews on a regular basis an assessment of the fraud risks that the Company could potentially be exposed to, and also a summary of the controls put in place by the Manager, the Depositary, the Custodian, the Fund Accountant and the Registrar designed specifically to mitigate these risks.
Most third-party service providers produce Service Organisation Control (SOC 1) reports to provide assurance regarding the effective operation of internal controls as reported on by their reporting accountants. These reports are provided to the Audit Committee.

The Company’s financial instruments held in custody are subject to a strict liability regime and in the event of a loss of such financial instruments held in custody, the Depositary must return assets of an identical type or the corresponding amount, unless able to demonstrate the loss was a result of an event beyond its reasonable control.
The Board reviews the overall performance of the Manager, Investment Manager and all other third-party service providers and compliance with the Investment Management Agreement on a regular basis.

The Board also considers the business continuity arrangements of the Company’s key service providers on an ongoing basis and reviews these as part of their review of the Company’s risk register. The Board considers the Manager’s succession plans in so far as they affect the services provided to the Company.
 
Financial risk
The Company’s investment activities expose it to a variety of financial risks that include interest rate, credit and liquidity risk.
 

Details of these risks are disclosed in note 17 to the financial statements, contained within the Annual Report and Financial Statements, together with a summary of the policies for managing these risks.
Marketing risk
Marketing efforts are inadequate, do not comply with relevant regulatory requirements, and fail to communicate adequately with shareholders or reach out to potential new shareholders resulting in reduced demand for the Company’s shares and a widening discount.
 

The Board focuses significant time on communications with shareholders and reviewing marketing strategy and initiatives. All investment trust marketing documents are subject to appropriate review and authorisation.

VIABILITY STATEMENT
In accordance with provision 31 of the 2018 UK Corporate Governance Code, the Directors have assessed the prospects of the Company over a longer period than the 12 months referred to by the ‘Going Concern’ guidelines.

The Board is cognisant of the uncertainty surrounding the potential duration of the COVID-19 pandemic, and the additional challenges posed to international supply chains and commodity prices arising from recent events in Ukraine and the escalation of geo-political conflict. The Board notes that these events will have an impact on the global economy and the prospects for some of the Company’s portfolio holdings. However, notwithstanding these issues, and given the factors stated below, the Board expects the Company to continue for the foreseeable future and has therefore conducted this review for the period up to the AGM in 2028 being a five-year period from the date that this Annual Report will be approved by shareholders. This assessment term has been chosen as it represents a medium-term performance period over which investors in the smaller companies’ sector generally refer to when making investment decisions. The Board is cognisant of the uncertainty surrounding the potential duration of the Russian invasion of Ukraine, its impact on the global economy, and the prospects for the Company’s portfolio holdings.

In making this assessment the Board has considered the following factors:

  • The Company’s principal risks as set out above;
  • The impact of a significant fall in UK equity markets on the value of the Company’s investment portfolio in the light of the heightened volatility resulting from the  ongoing COVID-19 pandemic and the impact on the global economy, inflation and interest rates, of Russia’s invasion of Ukraine;
  • The risk that the challenging geo-political backdrop, rising inflation and a sustained high interest rate environment will impact on the ability of portfolio companies to pay dividends, and consequently impact the Company’s portfolio yield and ability to pay dividends;
  • The ongoing relevance of the Company’s investment objective in the current environment; and
  • The level of demand for the Company’s ordinary shares.

The Board has also considered a number of financial metrics and other factors, including:

  • The Board has reviewed portfolio liquidity as at 28 February 2023;
  • The Board has reviewed the Company’s revenue and expense forecasts in light of the current economic back drop both in the UK and globally and the anticipated impact on dividend income and market valuations. The Board is confident that the Company’s business model remains viable and that the Company has sufficient resources to meet all liabilities as they fall due for the period under review;
  • The Board has reviewed the Company’s borrowing and debt facilities and considers that the Company continues to meet its financial covenants in respect of these facilities and has a wide margin before any relevant thresholds are reached;
  • The Board keeps the Company’s principal risks and uncertainties as set out above under review, and is confident that the Company has appropriate controls and processes in place to manage these and to maintain its operating model, even given the global economic challenges posed by COVID-19, the impact of climate change on portfolio companies and the current climate of heightened geo-political risk (notably the invasion of Ukraine);
  • The operational resilience of the Company and its key service providers (the Manager, Depositary, Custodian, Fund Administrator, Registrar and Broker) and their ability to continue to provide a good level of service for the foreseeable future;
  • The effectiveness of business continuity plans in place for the Company and key service providers in particular in respect to COVID-19;
  • The level of current and historic ongoing charges incurred by the Company;
  • The discount to NAV;
  • The level of income generated by the Company; and
  • Future income forecasts.

The Company is an investment company with a relatively liquid portfolio. As at 28 February 2023, the Company held no illiquid unquoted investments and 56.7% of the Company’s portfolio investments were readily realisable and listed on the London Stock Exchange. The remaining 43.3% that were listed on the Alternative Investment Market are also considered to be readily realisable. The Company has largely fixed overheads which comprise a very small percentage of net assets. Therefore, the Board has concluded that, even in exceptionally stressed operating conditions, including the challenges presented by the COVID-19 pandemic, the Company would comfortably be able to meet its ongoing operating costs as they fall due.

Based on the results of their analysis, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment.

SECTION 172 STATEMENT: PROMOTING THE SUCCESS OF THE COMPANY
The Companies (Miscellaneous Reporting) Regulations 2018 require directors to explain in greater detail how they have discharged their duties under Section 172(1) of the Companies Act 2006 in promoting the success of their companies for the benefit of members as a whole. This enhanced disclosure is required under the Companies Act 2006 and the AIC Code of Corporate Governance and covers how the Board has engaged with and understands the views of stakeholders and how stakeholders’ needs have been taken into account, the outcome of this engagement and the impact that it has had on the Board’s decisions.

As the Company is an externally managed investment company and does not have any employees or customers, the Board considers the main stakeholders in the Company to be the shareholders, key service providers (being the Manager and Investment Manager, the Custodian, Depositary, Registrar and Broker) and investee companies. The reasons for this determination, and the Board’s overarching approach to engagement, are set out in the table below.

Stakeholders
Shareholders Manager and Investment Manager Other key service providers Investee companies
Continued shareholder support and engagement are critical to the continued existence of the Company and the successful delivery of its long-term strategy. The Board is focused on fostering good working relationships with shareholders and on understanding the views of shareholders in order to incorporate them into the Board’s strategy and objectives in delivering long-term growth and income. The Board’s main working relationship is with the Manager, who is responsible for the Company’s portfolio management (including asset allocation, stock and sector selection) and risk management, as well as ancillary functions such as administration, secretarial, accounting and marketing services. The Manager has sub-delegated portfolio management to the Investment Manager. Successful management of shareholders’ assets by the Investment Manager is critical for the Company to successfully deliver its investment strategy and meet its objective. The Company is also reliant on the Manager as AIFM to provide support in meeting relevant regulatory obligations under the AIFMD and other relevant legislation.
 
In order for the Company to function as an investment trust with a listing on the premium segment of the official list of the FCA and trade on the London Stock Exchange’s (LSE) main market for listed securities, the Board relies on a diverse range of advisors for support in meeting relevant obligations and safeguarding the Company’s assets. For this reason, the Board considers the Company’s Custodian, Depositary, Registrar and Broker to be stakeholders. The Board maintains regular contact with its key external service providers and receives regular reporting from them through the Board and committee meetings, as well as outside of the regular meeting cycle. Portfolio holdings are ultimately shareholders’ assets, and the Board recognises the importance of good stewardship and communication with investee companies in meeting the Company’s investment objective and strategy. The Board monitors the Manager’s stewardship arrangements and receives regular feedback from the Manager in respect of meetings with the management of portfolio companies.

A summary of the key areas of engagement undertaken by the Board with its key stakeholders in the year under review and how Directors have acted upon this to promote the long-term success of the Company are set out in the table below.

Area of Engagement Issue Engagement Impact
Management of share rating The Board recognises that it is in the long-term interests of shareholders that shares do not trade at a significant discount or premium to their prevailing net asset value. Therefore, where deemed to be in shareholders’ long term interests, it may exercise its powers to issue shares or buy back shares with the objective of ensuring that an excessive premium or discount does not arise. The Board monitors the Company’s share rating on an ongoing basis and receives regular updates from the Company’s Broker and Manager regarding the level of discount and the drivers behind this. The Manager provides regular performance updates and detailed performance attribution.
The Board believes that the best way of maintaining the share rating at an optimal level over the long- term is to create demand for the shares in the secondary market. To this end the Investment Manager is devoting considerable effort to broadening the awareness of the Company, particularly to wealth managers and to the wider retail shareholder market.

The Company contributes to a focused investment trust sales and marketing initiative operated by BlackRock on behalf of the investment trusts under its management. The Company’s contribution to the consortium element of the initiative, which enables the trusts to achieve efficiencies by combining certain sales and marketing activities was a fixed amount of £67,000 and this contribution is matched by the Investment Manager for the year ended 31 December 2022. In addition, a budget of £51,000 was allocated for Company specific sales and marketing activity also for the year to 31 December 2022. The purpose of the programme overall is to ensure effective communication with existing shareholders and to attract new shareholders to the Company to improve liquidity in the Company’s shares and to sustain the stock market rating of the Company.

Since the year end and as at the date of this report, the Company has bought back 220,000 shares for costs of £2,917,000 at an average discount of 13.3%.
 
Over the last five years, the Company’s discount has widened steadily, from an average discount of 13.0% for the year to 28 February 2018 to 13.9% for the year ended 28 February 2023. As at 2 May 2023 the Company’s shares were trading at a discount of 13.3% to the cum income NAV (with debt at fair value). This compares to an average discount for the Company’s sector of 12.4% (based on the Association of Investment Companies sector average for the UK Smaller Companies peer group).

Over the last eleven years, the number of shares held by retail shareholders has increased from 34.1% (as at 29 February 2012) to 66.9% at 28 February 2023.
Investment mandate and objective The Board has the responsibility to shareholders to ensure that the Company’s portfolio of assets is invested in line with the stated investment objective and in a way that ensures an appropriate balance between spread of risk and portfolio returns. The Board works closely with the Investment Manager throughout the year in further developing our investment strategy and underlying policies, not simply for the purpose of achieving the Company’s investment objective but in the interests of shareholders and future investors.

The Board worked with the Manager to review the Company’s limits on the percentage of share capital it may hold in underlying portfolio companies. To increase flexibility around the margins (in particular where investing in smaller capitalisation stocks) the Board has approved an increase in this threshold from 6% to 7%. As the amendment does not constitute a material change in investment policy requiring (inter alia approval of shareholders at a general meeting of the Company, it will take immediate effect.
 
The portfolio activities undertaken by the Investment Manager can be found in the Investment Manager’s Report above.

Details regarding the Company’s NAV and share price performance can be found in the Chairman’s Statement and in the Strategic Report above.

A shareholder consultation was undertaken in March 2021, in respect of the removal of the AIM limit, and as a result of feedback received, a resolution put forward to the Company’s AGM on 11 June 2021 seeking shareholder approval to remove the AIM limit was approved.
Responsible investing More than ever, good governance and consideration of sustainable investment is a key factor in making investment decisions. Climate change is becoming a defining factor in companies’ long-term prospects across the investment spectrum, with significant and lasting implications for economic growth and prosperity. The Board believes that responsible investment and sustainability are important to the longer-term delivery of the Company’s success. The Board works closely with the Investment Manager to regularly review the Company’s performance, investment strategy and underlying policies to ensure that the Company’s investment objective continues to be met in an effective and responsible way in the interests of shareholders and future investors.

The Investment Manager’s approach to the consideration of Environmental, Social and Governance (ESG) factors in respect of the Company’s portfolio, as well as the Investment Manager’s engagement with investee companies are kept under review by the Board. The Investment Manager reports to the Board in respect of how consideration of material ESG risks and opportunities is integrated into the investment process; a summary of BlackRock’s approach to ESG and integration  is set out within the Annual Report and Financial Statements. The Investment Manager’s engagement and voting policy is detailed within the Annual Report and Financial Statements and on the BlackRock website.
 
The Board and the Investment Manager believe there is a positive correlation between ESG practices and investment performance. Details of the Company’s performance in the year are given in the Chairman’s Statement above and the Performance Record contained within the Annual Report and Financial Statements.

The Company does not meet the criteria for Article 8 or 9 products under the EU Sustainable Finance Disclosure Regulation (SFDR) and the investments underlying this financial product do not take into account the EU criteria for environmentally sustainable economic activities. The Investment Manager has access to a range of data sources, including principal adverse indicator (PAI) data, when making decisions on the selection of investments. However, whilst BlackRock considers ESG risks for all portfolios and these risks may coincide with environmental or social themes associated with the PAIs, unless stated otherwise in the AIFMD Disclosure Document, the Company does not commit to considering PAIs in driving the selection of its investments.
Gearing and sources of finance The Board believes that it is important for the Company to have an appropriate range of borrowings and facilities in place to provide a balance between longer-term and short-term maturities and between fixed and floating rates of interest. Gearing levels and sources of funding are reviewed regularly by the Board with a view to ensuring that the Company has a suitable mix of financing at competitive market rates.

As at 28 February 2023, the Company had the following borrowing facilities in place: long-term fixed rate funding in the form of a £25 million senior unsecured fixed rate private placement notes issued in May 2017 at a coupon of 2.74% with a 20 year maturity, £20 million senior unsecured fixed rate private placement notes issued in December 2019 at a coupon of 2.41% with a 25 year maturity and £25 million senior unsecured fixed rate private placement notes issued in September 2021 at a coupon of 2.47% with a 25 year maturity. Shorter-term variable rate funding consisted of an uncommitted overdraft facility of £60 million with The Bank of New York Mellon (International) Limited with interest charged at SONIA plus 100 basis points.

It is the Board’s intention that gearing will not exceed 15% of the net assets of the Company at the time of the drawdown of the relevant borrowings. Under normal operating conditions it is envisaged that gearing will be within a range of 0%-15% of net assets.
 
The Board has been proactive over the last few years in putting in place structural fixed gearing with the issue of £70 million of private placement notes issued between May 2017 and September 2021 to lock in fixed rate, long dated, sterling denominated financing at a highly competitive pricing level. In July 2022, the Company redeemed its £15 million debenture and in November 2022 its £35 million revolving credit facility with SMBC Bank International plc expired. The Board replaced these with an increased level of bank overdraft with BNYM at a competitive interest rate (SONIA plus 100 bps) and a lower non-utilisation fee (4 bps).

For the year to 28 February 2023, it is estimated that gearing contributed 0.6% to the NAV per share performance.

At the year end, the Company’s gearing was 6.3% of net assets.
Service levels of third-party providers The Board acknowledges the importance of ensuring that the Company’s principal suppliers are providing a suitable level of service: including the Manager in respect of investment performance and delivering on the Company’s investment mandate; the Custodian and Depositary in respect of their duties towards safeguarding the Company’s assets; the Registrar in its maintenance of the Company’s share register and dealing with investor queries and the Company’s Broker in respect of the provision of advice and acting as a market maker for the Company’s shares. The Manager reports to the Board on the Company’s performance on a regular basis. The Board carries out a robust annual evaluation of the Manager’s performance, their commitment and available resources.

The Board performs an annual review of the service levels of all third-party service providers and concludes on their suitability to continue in their role.
The Board receives regular updates from the AIFM, Depositary, Registrar and Broker on an ongoing basis.
The Board works closely with the Manager to gain comfort that relevant business continuity plans are in place and are operating effectively for all of the Company’s service providers.
 
All performance evaluations were performed on a timely basis and the Board concluded that all third-party service providers, including the Manager were operating effectively and providing a good level of service.

The Board has received updates in respect of business continuity planning from the Company’s Manager, Custodian, Depositary, Fund Administrator, Broker, Registrar and printers, and is confident that the arrangements in place are appropriate.
Board composition The Board is committed to ensuring that its own composition brings an appropriate balance of knowledge, experience and skills, and that it is compliant with best corporate governance practice under the UK Code, including guidance on tenure and the composition of the Board’s committees. The Board engaged an external firm (Stogdale St James) to carry out an independent external evaluation of the Board for the year under review. As part of this process the Board also asked Stogdale St James to compile a skills matrix to enable the Board to identify areas of focus in future succession planning to ensure a diverse Board. The Board intend to use this skills matrix as the cornerstone for undertaking a search and selection process in 2023 with the aim of further enhancing Board diversity. An external recruitment agency will be engaged to conduct this exercise, and a broad range of factors will be taken into account in setting the appointment brief and during the search and selection process. These will be underpinned by the underlying premise that all Board appointments must be made on merit, in the context of the skills, experience, independence and knowledge which the Board as a whole requires to be effective.

The results of the external evaluation were satisfactory and it was concluded that the Board, its Committees and the Chairman were all performing in an effective manner. More details are given in the Annual Report and Financial Statements.
All Directors stand for re-election by shareholders annually.

Shareholders may attend the AGM and raise any queries in respect of Board composition or individual Directors in person or may contact the Company Secretary or the Chairman using the details contained within the Annual Report and Financial Statements with any issues.

The Board has implemented a policy of limiting directors’ tenure to nine years. Subject to the constraints of effective succession planning, it is the Board’s aim that no Director will serve on the Board for more than nine years (or twelve years in the case of the Chairman). The longer time limit for the Chairman’s tenure is to allow for continuity of leadership in circumstances where a Chairman is a appointed from the ranks of existing Board members after having already served on the Board for a period of time.
As at 5 May 2023, the Board had a 60:40 male to female gender ratio, in accordance with relevant regulation and best practice, and will continue to consider other diversity characteristics, such as age, ethnicity, gender, disability, educational or professional background when appraising Board composition.

The Parker Review in respect of board diversity and the recent changes to the FCA’s Listing Rules set new diversity targets and associated disclosure requirements for UK companies listed on the premium and standard segment of the London Stock Exchange. Listing Rule 9.8.6R (9) requires listed companies to include a statement in their annual reports and accounts in respect of certain targets on board diversity, or if those new targets have not been met to disclose the reasons for this. This new requirement applies to accounting periods commencing on or after 1 April 2022 and therefore the Company intends to report against these diversity targets for the year ending 29 February 2024.

Further information on the composition and diversity of the Board can be found in the Corporate Governance Statement contained within the Annual Report and Financial Statements.
At the start of the year under review, only one Board Director (Caroline Burton) had tenure in excess of nine years. Mrs Burton retired at the Company’s AGM on 9 June 2022. No Board Director currently has tenure in excess of nine years.

Details of each Director’s contribution to the success and promotion of the Company are set out in the Directors’ Report and details of Directors’ biographies can be found within the Annual Report and Financial Statements.
The Directors are not aware of any issues that have been raised directly by shareholders in respect of Board composition in the year under review. Details for the proxy voting results in favour and against individual Directors’ re-election at the 2022 AGM are given on the Company’s website at www. blackrock.com/uk/brsc.
Prior to 5 May 2023, the Company had in place a Nomination Committee which was responsible for succession planning and making recommendations for any new appointments as well as reviewing the Board’s structure and composition. There was no separate Remuneration Committee and the Board itself performed duties in respect of setting Directors’ remuneration and remuneration policy for the Company. On 5 May 2023, the Directors established a combined Nomination and Remuneration Committee to perform these duties on an ongoing basis. This combined Committee will meet annually in February/March each year, or more frequently as required on an ad hoc basis.
 
Shareholders Continued shareholder support and engagement are critical to the continued existence of the Company and the successful delivery of its long-term strategy. The Board is committed to maintaining open channels of communication and to engage with shareholders and welcomes and encourages attendance and participation from shareholders at its Annual General Meetings. If shareholders wish to raise issues or concerns with the Board outside of the AGM, they are welcome to do so at any time. The Chairman is available to meet directly with shareholders periodically to understand their views on governance and the Company’s performance where they wish to do so. He may be contacted via the Company Secretary whose details are contained within the Annual Report and Financial Statements.

The Annual Report and Half Yearly Financial Report are available on the Company’s website and are also circulated to shareholders either in printed copy or via electronic communications. In addition, regular updates on performance, monthly factsheets, the daily NAV and other information are also published on the website at www.blackrock.com/uk/brsc.

The Board also works closely with the Manager to develop the Company’s marketing strategy, with the aim of ensuring effective communication with shareholders in respect of the investment mandate and objective. Unlike trading companies, one-to-one shareholder meetings usually take the form of a meeting with the portfolio manager as opposed to members of the Board. As well as attending regular investor meetings the portfolio managers hold regular discussions with wealth management desks and offices to build on the case for, and understanding of, long-term investment opportunities in the UK smaller companies’ sector.

The Manager also coordinates public relations activity, including meetings between the portfolio managers and shareholders and potential investors to set out their vision for the portfolio strategy and outlook for the region and in the year under review, the Company held a number of webcasts and virtual conferences as well as meeting with investors by videoconference.

The Manager releases monthly portfolio updates to the market to ensure that investors are kept up to date in respect of performance and other portfolio developments and maintains a website on behalf of the Company that contains relevant information in respect of the Company’s investment mandate and objective.
 
The Board values any feedback and questions from shareholders ahead of and during Annual General Meetings in order to gain an understanding of their views and will take action when and as appropriate. Feedback and questions will also help the Company evolve its reporting, aiming to make reports more transparent and understandable.
Feedback from all substantive meetings between the Investment Manager and shareholders will be shared with the Board. The Directors will also receive updates from the Company’s broker on any feedback from shareholders, as well as share trading activity, share price performance and an update from the Investment Manager.
The portfolio management team attended a number of professional investor meetings (mainly by videoconference) and held discussions with many different wealth management desks and offices in respect of the Company during the year under review.
The portfolio manager also presented at virtual events hosted by Boring Money, Investor Meet, Kepler and Citywire. In addition, the portfolio manager met with a number of investors throughout the year.
Investors gave positive feedback in respect of the portfolio manager, the good long-term track record, clear investment strategy and low fee. Some investors commented that they liked the fact that (in common with many closed-ended funds across the sector) the Company’s discount had widened, making the shares excellent value.

Investors expressed concerns over the outlook for UK consumers and the potential for economic data to deteriorate.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE ISSUES AND APPROACH
THE BOARD’S APPROACH
Environmental, social and governance (ESG) issues can present both opportunities and risks to long-term investment performance. Whilst the Company does not exclude investment in stocks purely on ESG criteria, ESG analytics are fully integrated into the investment process when weighing up the risk and reward benefits of investment decisions and the Board believes that communication and engagement with portfolio companies is important and can lead to better outcomes for shareholders and the environment than merely excluding investment in certain areas.

More information on BlackRock’s global approach to ESG integration, as well as activity specific to the BlackRock Smaller Companies Trust plc portfolio, is set out below. BlackRock has defined ESG integration as the practice of incorporating material ESG information and consideration of sustainability risks into investment decisions in order to enhance risk-adjusted returns. ESG integration does not change the Company’s investment objective. More information on sustainability risks may be found in the AIFMD Fund Disclosures document of the Company available on the Company’s website at https://www. blackrock.com/uk/individual/literature/policies/itc-disclosure-blackrock-smaller-companies-trust-plc.pdf

BLACKROCK SMALLER COMPANIES TRUST PLC – BLACKROCK INVESTMENT STEWARDSHIP ENGAGEMENT WITH PORTFOLIO COMPANIES FOR THE YEAR ENDED 28 FEBRUARY 2023
The BlackRock portfolio management team has excellent access to company management teams and undertakes about 700 company meetings each year to identify high quality, cash generative businesses with strong management teams that are able to generate growth in a more challenging economic environment. In addition, BlackRock also has a separate Investment Stewardship (BIS) team that is committed to promoting sound corporate governance through engagement with investee companies, development of proxy voting policies that support best governance practices and wider engagement on public policy issues. For the year to 28 February 2023, BIS held 55 company engagements on a range of governance issues with the management teams of 41 companies in the BlackRock Smaller Companies Trust portfolio, representing 37.3% of the portfolio by value at 28 February 2023. Additional information is set out in the table below and the charts contained within the Annual Report and Financial Statements as well as the key engagement themes for the meetings held in respect of the Company’s portfolio holdings.

Year ended 
28 February 2023 
Year ended
28 February 2022
Number of engagements held1 55  32
Number of companies met1 41  25
% of equity investments covered2 37.3  23.3
Shareholder meetings voted at1 115   133
Number of proposals voted on1 1,631  1,690
Number of votes against management1 75  98
% of total votes represented by votes against management 4.6  5.8

1        Source: Institutional Shareholder Services as at 28 February 2023.
2        Source: BlackRock. Company valuation as included in the portfolio at 28 February 2023 as a percentage of the total portfolio value.

BLACKROCK’S APPROACH TO ESG INTEGRATION
BlackRock believes that sustainability risks, including climate risks, are investment risks. As a fiduciary, we manage material risks and opportunities that could impact portfolios. Sustainability can be a driver of investment risks and opportunities, and we incorporate them in our firm wide processes when they are material. This in turn (in BlackRock’s view) is likely to drive a significant reallocation of capital away from traditional carbon intensive industries over the next decade. BlackRock believes that carbon-intensive companies will play an integral role in unlocking the full potential of the energy transition, and to do this, they must be prepared to adapt, innovate and pivot their strategies towards a low carbon economy.

As part of BlackRock’s structured investment process, material ESG risks and opportunities (including sustainability/climate risk) are considered within the portfolio management team’s fundamental analysis of companies and industries and the Company’s portfolio managers work closely with BlackRock’s Investment Stewardship (BIS) team to assess the governance quality of companies and any potential material risks or opportunities.

As part of their approach to ESG integration, the portfolio managers use ESG information when conducting research and due diligence on new investments and again when monitoring investments in the portfolio. In particular, portfolio managers at BlackRock now have access to 1,200 key ESG performance indicators in Aladdin (BlackRock’s proprietary trading system) from third-party data providers. BlackRock’s internal sustainability research framework scoring is also available alongside third-party ESG scores in core portfolio management tools. BlackRock’s analyst’s sector expertise and local market knowledge allows it to engage with companies through direct interaction with management teams and conducting site visits. In conjunction with the portfolio management team, BIS engages with company leadership to understand how they are identifying and managing material business risks and opportunities, including sustainability-related risks and the potential impacts these may have on long-term performance. BIS’ and the portfolio management team’s understanding of material sustainability related risks and opportunities is further supported by BlackRock’s Sustainable and Transition Solutions (STS) team. STS look to advance ESG research and integration, active engagement and the development of sustainable investment solutions across the firm.

INVESTMENT STEWARDSHIP
Consistent with BlackRock’s fiduciary duty as an asset manager, BIS seeks to support investee companies in their efforts to deliver long-term durable financial performance on behalf of our clients. These clients include public and private pension plans, governments, insurance companies, endowments, universities, charities and, ultimately, individual investors, among others. BIS serves as a link between BlackRock’s clients and the companies they invest in. Clients depend on BlackRock to help them meet their investment goals; the business and governance decisions that companies make may have a direct impact on BlackRock’s clients’ long-term investment outcomes and financial well-being.

GLOBAL PRINCIPLES
BlackRock’s approach to corporate governance and stewardship is comprised in BIS’ Global Principles and market-specific voting guidelines. BIS’ policies set out the core elements of corporate governance that guide its investment stewardship activities globally and within each regional market, including when voting at shareholder meetings for those clients who have authorised BIS to vote on their behalf. Each year, BIS reviews its policies and updates them as necessary to reflect changes in market standards and regulations, insights gained over the year through third-party and its own research, and feedback from clients and companies. BIS’ Global Principles are available on its website at www.blackrock.com/corporate/literature/fact-sheet/blk-responsible-investment-engprinciples-global.pdf

MARKET-SPECIFIC PROXY VOTING GUIDELINES
BIS’ voting guidelines are intended to help clients and companies understand its thinking on key governance matters. They are the benchmark against which it assesses a company’s approach to corporate governance and the items on the agenda to be voted on at a shareholder meeting. BIS applies its guidelines pragmatically, taking into account a company’s unique circumstances where relevant. BlackRock informs voting decisions through research and engages as necessary. BIS reviews its voting guidelines annually and updates them as necessary to reflect changes in market standards, evolving governance practice and insights gained from engagement over the prior year. BIS’ market-specific voting guidelines are available on its website at www.blackrock.com/corporate/about-us/investment-stewardship#stewardship-policies

BlackRock is committed to transparency in terms of disclosure of its stewardship activities on behalf of clients. BIS publishes its stewardship policies – such as the Global Principles, engagement priorities, and voting guidelines – to help BlackRock’s clients understand its work to advance their interests as long-term investors in public companies. Additionally, BIS publishes both annual and quarterly reports detailing its stewardship activities, as well as vote bulletins that describe its rationale for certain votes at high profile shareholder meetings. More detail in respect of BIS reporting can be found at www.blackrock.com/corporate/about-us/investmentstewardship

BLACKROCK’S REPORTING AND DISCLOSURES
In terms of its own reporting, BlackRock believes that the Sustainability Accounting Standards Board provides a clear set of standards for reporting sustainability information across a wide range of issues, from labour practices to data privacy to business ethics. For evaluating and reporting climate-related risks, as well as the related governance issues that are essential to managing them, the Task Force on Climate-related Financial Disclosures (TCFD) provides a valuable framework. BlackRock recognises that reporting to these standards requires significant time, analysis, and effort. BlackRock’s 2022 TCFD report can be found at www.blackrock.com/corporate/literature/continuous-disclosureand-important-information/tcfd-report-2022-blkinc.pdf

FOR AND ON BEHALF OF THE BOARD
RONALD GOULD
Chairman
5 May 2023

RELATED PARTY TRANSACTIONS: TRANSACTIONS WITH THE MANAGER AND INVESTMENT MANAGER

BlackRock Fund Managers Limited (BFM) provides management and administration services to the Company under a contract which is terminable on six months’ notice. BFM has (with the Company’s consent) delegated certain portfolio and risk management services, and other ancillary services to BlackRock Investment Management (UK) Limited (BIM (UK)). Further details of the investment management contract are disclosed in the Directors’ Report above.

The investment management fee for the year ended 28 February 2023 amounted to £4,784,000 (2022: £6,285,000) as disclosed in note 4 to the Financial Statements. At the year end, £4,784,000 was outstanding in respect of the management fee (2022: £4,714,000).

In addition to the above services, BIM (UK) provided the Company with marketing services. The total fees paid or payable for these services for the year ended 28 February 2023 amounted to £170,000 including VAT (2022: £125,000). Marketing fees of £137,000 (2022: £132,000) were outstanding at the year end.

As of 28 February 2023, an amount of £105,000 (2022: £102,000) was payable to the Manager in respect of Directors’ fees.

The ultimate holding company of the Manager and the Investment Manager is BlackRock, Inc., a company incorporated in Delaware, USA.


RELATED PARTY DISCLOSURE: DIRECTORS’ EMOLUMENTS

Disclosures of the Directors’ interests in the ordinary shares of the Company and fees and expenses payable to the Directors are set out in the Directors’ Remuneration Report. At 28 February 2023, an amount of £14,000 (2022: £13,000) was outstanding in respect of Directors’ fees.

The Board consists of six non-executive Directors, all of whom are considered to be independent by the Board. None of the Directors has a service contract with the Company. For the year ended 28 February 2023, the Chairman received an annual fee of £44,500, the Audit Committee Chairman received an annual fee of £34,000, the Senior Independent Director received an annual fee of £31,000 and each other Director received an annual fee of £30,000. With effect from 1 March 2023, the Chairman will receive an annual fee of £46,735, the Audit Committee Chairman will receive an annual fee of £35,700, the Senior Independent Director will receive an annual fee of £32,550 and each other Directors will receive an annual fee of £31,500. 

As at 5 May 2023 all members of the Board held shares in the Company. Ronald Gould held 2,544 ordinary shares, Mark Little 491 ordinary shares, Susan Platts-Martin held 2,800 ordinary shares, James Barnes held 2,500 ordinary shares and Helen Sinclair held 988 ordinary shares.

STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT OF THE ANNUAL REPORT AND FINANCIAL STATEMENTS

The Directors are responsible for preparing the Annual Report and Financial Statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company as at the end of each financial year and of the profit or loss of the Company for that year.

In preparing those financial statements, the Directors are required to:

  • present fairly the financial position, financial performance and cash flows of the Company;
  • select suitable accounting policies and then apply them consistently;
  • present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
  • make judgements and estimates that are reasonable and prudent;
  • state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
  • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and that enable them to ensure that the Financial Statements and the Directors’ Remuneration Report comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are also responsible for preparing the Strategic Report, Directors’ Report, the Directors’ Remuneration Report, the Corporate Governance Statement and the Report of the Audit Committee in accordance with the Companies Act 2006 and applicable regulations, including the requirements of the Listing Rules and the Disclosure Guidance and Transparency Rules. The Directors have delegated responsibility to the Manager for the maintenance and integrity of the Company’s corporate and financial information included on BlackRock’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Each of the Directors, whose names are listed within the Annual Report and Financial Statements, confirms that, to the best of their knowledge:

  • the Financial Statements, prepared in accordance with applicable accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and
  • the Strategic Report contained in the Annual Report and Financial Statements includes a fair review of the development and performance of the business and the  position of the Company, together with a description of the principal risks and uncertainties that it faces.

The UK Code also requires Directors to ensure that the Annual Report and Financial Statements are fair, balanced and understandable. In order to reach a conclusion on this matter, the Board has requested that the Audit Committee advise on whether it considers that the Annual Report and Financial Statements fulfil these requirements. The process by which the Committee has reached these conclusions is set out in the Audit Committee’s report contained within the Annual Report and Financial Statements. As a result, the Board has concluded that the Annual Report and Financial Statements for the year ended 28 February 2023, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company’s position, performance, business model and strategy.

FOR AND ON BEHALF OF THE BOARD
RONALD GOULD
Chairman
5 May 2023

INCOME STATEMENT FOR THE YEAR ENDED 28 FEBRUARY 2023

2023 2022

 

Notes 
Revenue 
£’000 
Capital 
£’000 
Total 
£’000 
Revenue 
£’000 
Capital 
£’000 
Total 
£’000 
(Losses)/gains on investments held at fair value through profit or loss –  (155,358) (155,358) –  51,824  51,824 
Losses on foreign exchange –  (5) (5) –  (3) (3)
Income from investments held at fair value through profit or loss 21,468  –  21,468  20,351  –  20,351 
Other income 1,237  –  1,237  34  –  34 
---------------  ---------------  ---------------  ---------------  ---------------  --------------- 
Total income/(loss) 22,705  (155,363) (132,658) 20,385  51,821  72,206 
=========  =========  =========  =========  =========  ========= 
Expenses
Investment management fee (1,196) (3,588) (4,784) (1,571) (4,714) (6,285)
Operating expenses (832) (22) (854) (746) (17) (763)
---------------  ---------------  ---------------  ---------------  ---------------  --------------- 
Total operating expenses (2,028) (3,610) (5,638) (2,317) (4,731) (7,048)
=========  =========  =========  =========  =========  ========= 
Net profit/(loss) on ordinary activities before finance costs and taxation 20,677  (158,973) (138,296) 18,068  47,090  65,158 
Finance costs (577) (1,733) (2,310) (729) (2,184) (2,913)
---------------  ---------------  ---------------  ---------------  ---------------  --------------- 
Net profit/(loss) on ordinary activities before taxation 20,100  (160,706) (140,606) 17,339  44,906  62,245 
=========  =========  =========  =========  =========  ========= 
Taxation (120) –  (120) (105) –  (105)
---------------  ---------------  ---------------  ---------------  ---------------  --------------- 
Net profit/(loss) on ordinary activities after taxation 19,980  (160,706) (140,726) 17,234  44,906  62,140 
---------------  ---------------  ---------------  ---------------  ---------------  --------------- 
Earnings/(loss) per ordinary share (pence) – basic and diluted 40.92  (329.12) (288.20) 35.29  91.97  127.26 
=========  =========  =========  =========  =========  ========= 

The total column of this statement represents the Company’s profit and loss account. The supplementary revenue and capital accounts are both prepared under guidance published by the Association of Investment Companies (AIC). All items in the above statement derive from continuing operations. No operations were acquired or discontinued during the year. All income is attributable to the equity holders of the Company.

The net profit/(loss) for the year disclosed above represents the Company’s total comprehensive income/(loss).

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 28 FEBRUARY 2023




 



Notes 
Called 
up share 
capital 
£’000 
Share 
premium 
account 
£’000 
Capital 
redemption 
reserve 
£’000 

Capital 
reserves 
£’000 

Revenue 
reserve 
£’000 


Total 
£’000 
For the year ended
28 February 2023
At 28 February 2022 12,498  51,980  1,982  834,185  16,433  917,078 
Total comprehensive (loss)/income:
Net (loss)/profit for the year –  –  –  (160,706) 19,980  (140,726)
Transactions with owners, recorded directly to equity:
Dividends paid1 –  –  –  –  (17,823) (17,823)
---------------  ---------------  ---------------  ---------------  ---------------  --------------- 
At 28 February 2023 12,498  51,980  1,982  673,479  18,590  758,529 
=========  =========  =========  =========  =========  ========= 
For the year ended
28 February 2022
At 28 February 2021 12,498  51,980  1,982  789,279  15,557  871,296 
Total comprehensive income:
Net profit for the year –  –  –  44,906  17,234  62,140 
Transactions with owners, recorded directly to equity:
Dividends paid2 –  –  –  –  (16,358) (16,358)
---------------  ---------------  ---------------  ---------------  ---------------  --------------- 
At 28 February 2022 12,498  51,980  1,982  834,185  16,433  917,078 
=========  =========  =========  =========  =========  ========= 

1       Interim dividend paid in respect of the year ended 28 February 2023 of 14.50p was declared on 3 November 2022 and paid on 9 December 2022. Final dividend paid in respect of the year ended 28 February 2022 of 22.00p was declared on 29 April 2022 and paid on 17 June 2022.
2       Interim dividend paid in respect of the year ended 28 February 2022 of 13.00p was declared on 2 November 2021 and paid on 2 December 2021. Final dividend paid in respect of the year ended 28 February 2021 of 20.50p was declared on 7 May 2021 and paid on 18 June 2021.

BALANCE SHEET AS AT 28 FEBRUARY 2023


 

Notes 
2023 
£’000 
2022 
£’000 
Fixed assets
Investments held at fair value through profit or loss 806,088  956,429 
Current assets
Current tax assets 97  91 
Debtors 6,858  6,665 
Cash and cash equivalents 23,536  72,479 
---------------  --------------- 
Total current assets 30,491  79,235 
=========  ========= 
Creditors – amounts falling due within one year
Other creditors (8,546) (49,127)
---------------  --------------- 
Net current assets 21,945  30,108 
---------------  --------------- 
Total assets less current liabilities 828,033  986,537 
=========  ========= 
Creditors – amounts falling due after more than one year 10  (69,504) (69,459)
Net assets 758,529  917,078 
---------------  --------------- 
Capital and reserves
Called up share capital 11  12,498  12,498 
Share premium account 12  51,980  51,980 
Capital redemption reserve 12  1,982  1,982 
Capital reserves 12  673,479  834,185 
Revenue reserve 12  18,590  16,433 
---------------  --------------- 
Total shareholders' funds 758,529  917,078 
=========  ========= 
Net asset value per ordinary share (debt at par value) (pence) 1,553.41  1,878.11 
=========  ========= 
Net asset value per ordinary share (debt at fair value) (pence) 1,601.42  1,882.38 
=========  ========= 

STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 28 FEBRUARY 2023

2023 
£’000 
2022 
£’000 
Operating activities
Net (loss)/profit on ordinary activities before taxation (140,606) 62,245 
Add back finance costs 2,310  2,913 
Losses/(gains) on investments held at fair value through profit or loss 155,358  (51,824)
Net movement in foreign exchange
Sales of investments held at fair value through profit or loss 304,837  475,565 
Purchases of investments held at fair value through profit or loss (309,973) (431,313)
Increase in debtors (591) (100)
Increase in creditors 36  2,070 
Taxation on investment income (120) (105)
---------------  --------------- 
Net cash generated from operating activities 11,256  59,454 
=========  ========= 
Financing activities
Proceeds from 2.47% loan note issue –  25,000 
Issue costs of loan note –  (188)
Repayment of SMBC Bank International plc revolving credit facility (25,000) (5,000)
Redemption of 7.75% debenture stock (15,000) -
Interest paid (2,371) (2,575)
Dividends paid (17,823) (16,358)
Net cash (used in)/generated from financing activities (60,194) 879 
---------------  --------------- 
(Decrease)/increase in cash and cash equivalents (48,938) 60,333 
Cash and cash equivalents at beginning of the year 72,479  12,149 
Effect of foreign exchange rate changes (5) (3)
Cash and cash equivalents at end of year 23,536  72,479 
---------------  --------------- 
Comprised of:
Cash at bank 794  3,123 
Cash Fund* 22,742  69,356 
---------------  --------------- 
23,536  72,479 
=========  ========= 

*     Cash Fund represents funds held on deposit with the BlackRock Institutional Cash Series plc - Sterling Liquid Environmentally Aware Fund.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2023

1. PRINCIPAL ACTIVITY
The principal activity of the Company is that of an investment trust company within the meaning of Section 1158 of the Corporation Tax Act 2010.

2. ACCOUNTING POLICIES
The principal accounting policies adopted by the Company are set out below.

(a) Basis of preparation
The financial statements have been prepared on a going concern basis in accordance with ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ (FRS 102) and the revised Statement of Recommended Practice – ‘Financial Statements of Investment Trust Companies and Venture Capital Trusts’ (SORP) issued by the Association of Investment Companies (AIC) in October 2019 and updated in July 2022, and the provisions of the Companies Act 2006.

Substantially, all of the assets of the Company consist of securities that are readily realisable and, accordingly, the Directors are satisfied that the Company has adequate resources to continue in operational existence for a period of at least 12 months from the date of approval of the financial statements, and therefore consider the going concern assumption to be appropriate. The Directors have reviewed compliance with the covenants associated with the debenture, loan notes and revolving credit facility, income and expense projections and the liquidity of the investment portfolio in making their assessment.

The Directors have considered the impact of climate change on the value of the investments included in the Financial Statements and have concluded that there was no further impact of climate change to be considered as the investments are valued based on market pricing as required by FRS 102.

None of the Company’s other assets and liabilities were considered to be potentially impacted by climate change.

The principal accounting policies adopted by the Company are set out below. Unless specified otherwise, the policies have been applied consistently throughout the year and are consistent with those applied in the preceding year. All of the Company’s operations are of a continuing nature.

The Company’s financial statements are presented in sterling, which is the functional currency of the Company and the primary economic environment in which the Company operates. All values are rounded to the nearest thousand pounds (£’000) except where otherwise stated.

(b) Presentation of Income Statement
In order to better reflect the activities of an investment trust company and in accordance with guidance issued by the AIC, supplementary information which analyses the Income Statement between items of a revenue and a capital nature has been presented alongside the Income Statement.

(c) Segmental reporting
The Directors are of the opinion that the Company is engaged in a single segment of business being investment business.

(d) Income
Dividends receivable on equity shares are treated as revenue for the year on an ex-dividend basis. Where no ex-dividend date is available, dividends receivable on or before the year end are treated as revenue for the year. Provisions are made for dividends not expected to be received. The return on a debt security is recognised on a time apportionment basis.

Special dividends are recognised on an ex-dividend basis and are treated as capital or revenue depending on the facts or circumstances of each particular dividend.

Dividends are accounted for in accordance with Section 29 of FRS 102 on the basis of income actually receivable, without adjustment for tax credits attaching to the dividend. Dividends from overseas companies continue to be shown gross of withholding tax.

Deposit interest receivable is accounted for on an accruals basis.

Where the Company has elected to receive its dividends in the form of additional shares rather than in cash, the cash equivalent of the dividend foregone is recognised in the revenue account of the Income Statement. Any excess in the value of the shares over the amount of the cash dividend is recognised in capital reserves.

(e) Expenses
All expenses, including finance costs, are accounted for on an accruals basis. Expenses have been charged wholly to the revenue account of the Income Statement, except as follows:

  • expenses which are incidental to the acquisition or disposal of an investment are treated as capital. Details of transaction costs on the purchases and sales of investments are shown in note 10, contained within the Annual Report and Financial Statements;
  • expenses are treated as capital where a connection with the maintenance of enhancement of the value of the investments can be demonstrated; and
  • the investment management fee and finance costs have been allocated 75% to the capital account and 25% to the revenue account of the Income Statement in line with the Board’s expected long-term split of returns, in the form of capital gains and income respectively, from the investment portfolio.

(f) Taxation
The tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on the taxable profit for the year. Taxable profit differs from net profit as reported in the Income Statement because it excludes items of income or expenses that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that were applicable at the balance sheet date.

The current tax effect of different items of expenditure is allocated between capital and revenue on the marginal basis using the Company’s effective rate of corporation tax for the accounting period.

Deferred taxation is recognised in respect of all timing differences at the financial reporting date, where transactions or events that result in an obligation to pay more taxation in the future or right to less taxation in the future have occurred at the balance sheet date. Deferred tax is measured on a non-discounted basis, at the average tax rates that are expected to apply in the periods in which the timing differences are expected to reverse based on tax rates and laws that have been enacted or substantively enacted by the balance sheet date. This is subject to deferred taxation assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the timing differences can be deducted.

(g) Investments held at fair value through profit or loss
The Company’s investments are classified as held at fair value through profit or loss in accordance with Sections 11 and 12 of FRS 102 and are managed and evaluated on a fair value basis in accordance with its investment strategy.

All investments are classified upon initial recognition as held at fair value through profit or loss. Purchases of investments are recognised on a trade date basis. Sales of assets are recognised at the trade date of the disposal and the proceeds will be measured at fair value, which will be regarded as the proceeds of the sale less any transaction costs.

The fair value of the financial investments is based on their quoted bid price at the balance sheet date on the exchange on which the investment is quoted, without deduction for the estimated future selling costs.

Unquoted investments are valued by the Directors at fair value using International Private Equity and Venture Capital Valuation Guidelines. This policy applies to all current and non-current asset investments of the Company.

Changes in the value of investments held at fair value through profit or loss and gains and losses on disposal are recognised in the Income Statement as ‘Gains or losses on investments held at fair value through profit or loss’. Also included within this heading are transaction costs in relation to the purchase or sale of investments.

The fair value hierarchy consists of the following three levels:

Level 1 – Quoted market price for identical instruments in active markets.
Level 2 – Valuation techniques using observable inputs.
Level 3 – Valuation techniques using significant unobservable inputs.

(h) Dividends payable
Under Section 32 of FRS 102, final dividends should not be accrued in the financial statements unless they have been approved by shareholders before the balance sheet date. Dividends payable to equity shareholders are recognised in the Statement of Changes in Equity when they have been approved by shareholders and have become a liability of the Company. Interim dividends are recognised in the financial statements in the period in which they are paid.

(i) Foreign currency translation
In accordance with Section 30 of FRS 102, the Company is required to nominate a functional currency, being the currency in which the Company predominately operates. The functional and reporting currency is sterling, reflecting the primary economic environment in which the Company operates. Transactions in foreign currencies are translated into sterling at the rates of exchange ruling on the date of the transaction. Foreign currency monetary assets and liabilities are translated into sterling at the rates of exchange ruling at the balance sheet date. Profits and losses thereon are recognised in the capital account of the Income Statement and taken to the capital reserve.

(j) Share repurchases and re-issues
Shares repurchased and subsequently cancelled – share capital is reduced by the nominal value of the shares repurchased, and the capital redemption reserve is correspondingly increased in accordance with Section 733 of the Companies Act 2006. The full cost of the repurchase is charged to the capital reserves.

Shares repurchased and held in treasury – the full cost of the repurchase is charged to the capital reserves.

Where treasury shares are subsequently re-issued;

  • amounts received to the extent of the repurchase price are credited to the capital reserves; and
  • any surplus received in excess of the repurchase price is taken to the share premium account.

Where new shares are issued, the par value is taken to called up share capital and amounts received to the extent of any surplus received in excess of the par value are taken to the share premium account.

Share issue costs are charged to the share premium account. Costs on share reissues are charged to the capital reserves.

(k) Debtors
Debtors include sales for future settlement, other debtors and prepayments and accrued income in the ordinary course of business. If collection is expected in one year or less, they are classified as current assets. If not, they are presented as non-current assets.

(l) Creditors
Creditors include purchases for future settlement, interest payable, share buyback costs and accruals in the ordinary course of business. Creditors, loans and debentures are classified as creditors – amounts due within one year if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as creditors – amounts falling due after more than one year.

(m) Cash and cash equivalents
Cash comprises cash in hand and on demand deposits and bank overdrafts repayable on demand. Cash equivalents include short-term, highly liquid investments, that are readily convertible to known amounts of cash and that are subject to an insignificant risk of changes in value.

(n) Critical accounting estimates and judgements
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates and assumptions will, by definition, seldom equal the related actual results. Estimates and judgements are regularly evaluated and are based on historical experience and other factors, including expectations of future events and that are believed to be reasonable under the circumstances. The Directors do not believe that any accounting judgements or estimates have a significant risk of causing material adjustment to the carrying amount of assets and liabilities within the next financial year.

3. INCOME


 
2023 
£’000 
2022 
£’000 
Investment income1:
UK dividends 15,162  13,376 
UK special dividends 389  881 
Property income dividends 851  624 
Overseas dividends 4,348  4,928 
Overseas special dividends 718  542 
---------------  --------------- 
Total investment income 21,468  20,351 
=========  ========= 
Other income:
Bank interest 76  – 
Interest from Cash Fund 1,161  34 
---------------  --------------- 
1,237  34 
=========  ========= 
Total income 22,705  20,385 
=========  ========= 

1     UK and overseas dividends are disclosed based on the country of domicile of the underlying portfolio company.

No special dividends have been recognised in capital during the year (2022: £nil).

Dividends and interest received in cash during the year amounted to £20,835,000 and £1,174,000 (2022: £20,116,000 and £18,000).

4. INVESTMENT MANAGEMENT FEE

2023 2022

 
Revenue 
£’000 
Capital 
£’000 
Total 
£’000 
Revenue 
£’000 
Capital 
£’000 
Total 
£’000 
Investment management fee 1,196  3,588  4,784  1,571  4,714  6,285 
---------------  ---------------  ---------------  ---------------  ---------------  --------------- 
Total 1,196  3,588  4,784  1,571  4,714  6,285 
=========  =========  =========  =========  =========  ========= 

The investment management fee is based on a rate of 0.6% of the first £750 million of total assets (excluding current year income) less the current liabilities of the Company (the “Fee Asset Amount”), reducing to 0.5% above this level. The fee is calculated at the rate of one quarter of 0.6% of the Fee Asset Amount up to the initial threshold of £750 million, and one quarter of 0.5% of the Fee Asset Amount in excess thereof, at the end of each quarter. The investment management fee is allocated 25% to the revenue account and 75% to the capital account of the Income Statement.

5. OTHER OPERATING EXPENSES

2023 
£’000 
2022 
£’000 
Allocated to revenue:
Custody fees 13 
Depositary fees 98  115 
Auditor’s remuneration:
– audit services 48  45 
– non-audit services1 – 
Registrar’s fee 45  47 
Directors’ emoluments2 188  159 
Director search fees 17 
Marketing fees 170  125 
AIC fees 21  11 
Bank charges 51  10 
Broker fees 40  40 
Stock exchange listings 48  26 
Printing and postage fees 37  34 
Legal fees –  22 
Prior year expenses written back3 (7) – 
Other administrative costs 80  78 
---------------  --------------- 
832  746 
=========  ========= 
Allocated to capital:
Custody transaction charges4 22  17 
---------------  --------------- 
854  763 
=========  ========= 

   

2023  2022 
The Company’s ongoing charges5, calculated as a percentage of average daily net assets and using the management fee and all other operating expenses, excluding finance costs, direct transaction costs, custody transaction charges, VAT recovered, taxation, prior year expenses written back and certain non-recurring items were: 0.7%  0.7% 
=========  ========= 

1     No additional fees (2022: £3,500) were incurred for non-audit services relating to the debenture compliance work carried out by the Auditors.
2     Further information on Directors’ emoluments can be found in the Directors’ Remuneration Report contained within the Annual Report and Financial Statements.
3     Relates to legal fees written back during the year ended 28 February 2023 (2022: no prior year accruals written back).
    For the year ended 28 February 2023, expenses of £22,000 (2022: £17,000) were charged to the capital account of the Income Statement. These relate to transaction costs charged by the Custodian on sale and purchase trades.
5     Alternative Performance Measure, see Glossary, contained within the Annual Report and Financial Statements.

6. DIVIDENDS


Dividends paid on equity shares:
 
Record date 
 
Payment date 
2023 
£’000 
2022 
£’000 
2021 Final of 20.50p 21 May 2021  18 June 2021  –  10,010 
2022 Interim of 13.00p 12 November 2021  2 December 2021  –  6,348 
2022 Final of 22.00p 13 May 2022  17 June 2022  10,743  – 
2023 Interim of 14.50p 11 November 2022  9 December 2022  7,080  – 
---------------  --------------- 
17,823  16,358 
=========  ========= 

The Directors have proposed a final dividend of 25.50p per share in respect of the year ended 28 February 2023. The final dividend will be paid, subject to shareholders’ approval, on 27 June 2023 to shareholders on the Company’s register on 19 May 2023. The proposed final dividend has not been included as a liability in these financial statements, as final dividends are only recognised in the financial statements when they have been approved by shareholders.

The total dividends payable in respect of the year which form the basis of determining retained income for the purposes of Section 1158 of the Corporation Tax Act 2010 and Section 833 of the Companies Act 2006, and the amount proposed for the year ended 28 February 2023 meet the relevant requirements as set out in this legislation.


Dividends paid or proposed on equity shares:
2023 
£’000 
2022 
£’000 
Interim dividend paid 14.50p (2022: 13.00p) 7,080  6,348 
Final dividend payable of 25.50p per share* (2022: 22.00p) 12,395  10,743 
---------------  --------------- 
19,475  17,091 
=========  ========= 

*      Based upon 48,609,792 ordinary shares (excluding treasury shares) in issue on 2 May 2023.

All dividends paid or payable are distributed from the Company’s distributable reserves.

7. RETURNS AND NET ASSET VALUE PER SHARE
Revenue, capital (loss)/earnings and net asset value per ordinary share are shown below and have been calculated using the following:



 
Year ended 
28 February 2023 
Year ended 
28 February 2022 
Revenue return attributable to ordinary shareholders (£’000) 19,980  17,234 
Capital (loss)/return attributable to ordinary shareholders (£’000) (160,706) 44,906 
---------------  --------------- 
Total (loss)/profit attributable to ordinary shareholders (£’000) (140,726) 62,140 
---------------  --------------- 
Total shareholders’ funds (£’000) 758,529  917,078 
=========  ========= 
The weighted average number of ordinary shares in issue during the year on which the earnings per ordinary share was calculated was: 48,829,792  48,829,792 
The actual number of ordinary shares in issue at the end of each year on which the undiluted net asset value was calculated was: 48,829,792  48,829,792 
Earnings per share
Revenue earnings per share (pence) - basic and diluted 40.92  35.29 
Capital (loss)/earnings per share (pence) - basic and diluted (329.12) 91.97 
---------------  --------------- 
Total (loss)/earnings per share (pence) (288.20) 127.26 
=========  ========= 

   



 
As at 
28 February 
2023 
As at 
28 February 
2022 
Net asset value per ordinary share (debt at par value) (pence) 1,553.41  1,878.11 
Net asset value per ordinary share (debt at fair value) (pence) 1,601.42  1,882.38 
Ordinary share price (pence) 1,380.00  1,684.00 
=========  ========= 

8. DEBTORS


 
2023 
£’000 
2022 
£’000 
Sales for future settlement 5,648  6,036 
Prepayments and accrued income 1,210  629 
---------------  --------------- 
6,858  6,665 
=========  ========= 

9. CREDITORS – AMOUNTS FALLING DUE WITHIN ONE YEAR


 
2023 
£’000 
2022 
£’000 
Purchases for future settlement 2,805  3,311 
Interest payable 571  682 
Accruals 5,170  5,139 
---------------  --------------- 
7.75% debenture stock 2022 –  15,000 
Unamortised debenture stock issue expenses –  (5)
---------------  --------------- 
–  14,995 
=========  ========= 
Revolving loan facility – SMBC Bank International plc –  25,000 
---------------  --------------- 
8,546  49,127 
=========  ========= 

10. CREDITORS – AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR


 
2023 
£’000 
2022 
£’000 
2.74% loan note 2037 25,000  25,000 
Unamortised loan note issue expenses (196) (210)
---------------  --------------- 
24,804  24,790 
=========  ========= 
2.41% loan note 2044 20,000  20,000 
Unamortised loan note issue expenses (140) (146)
---------------  --------------- 
19,860  19,854 
=========  ========= 
2.47% loan note 2046 25,000  25,000 
Unamortised loan note issue expenses (160) (185)
---------------  --------------- 
24,840  24,815 
=========  ========= 
Total borrowings 69,504  69,459 
=========  ========= 

The fair value of the 2.74% loan note has been determined based on a comparative yield for UK Gilts for similar duration maturity and spreads, and as at 28 February 2023 equated to a valuation of 75.22p per note (2022: 99.14p), a total of £18,805,000 (2022: £24,785,000). The fair value of the 2.41% loan note has been determined based on a comparative yield for UK Gilts for similar duration maturity and spreads, and as at 28 February 2023 equated to a valuation of 62.80p per note (2022: 92.99p), a total of £12,560,000 (2022: £18,598,000). The fair value of the 2.47% loan note has been determined based on a comparative yield for UK Gilts for similar duration maturity and spreads, and as at 28 February 2023 equated to a valuation of 58.79p per note (2022: 88.15p), a total of £14,698,000 (2022: £22,038,000).

The £15 million debenture stock was issued on 8 July 1997. Interest on the stock was payable in equal half yearly instalments on 31 July and 31 January in each year. The stock was secured by a first floating charge over the whole of the assets of the Company and was redeemed at par on 31 July 2022.

The £25 million loan note was issued on 24 May 2017. Interest on the note is payable in equal half yearly instalments on 24 May and 24 November in each year. The loan note is unsecured and is redeemable at par on 24 May 2037.

The £20 million loan note was issued on 3 December 2019. Interest on the note is payable in equal half yearly instalments on 3 December and 3 June in each year. The loan note is unsecured and is redeemable at par on 3 December 2044.

The second £25 million loan note was issued on 16 September 2021. Interest on the note is payable in equal half yearly instalments on 24 May and 16 September each year. The loan note is unsecured and is redeemable at par on 16 September 2046.

The Company had in a place a £35 million three year multi-currency revolving loan facility with SMBC Bank International plc. This facility was terminated on 25 November 2022 and any loan amounts repaid. As at 28 February 2022, £25 million of the facility had been utilised. Prior to the termination, interest on the facility was reset every three months and was charged at the Sterling Overnight Index Average rate (SONIA) plus a credit adjustment spread of 0.326% for one month borrowings and 0.1193% for three month borrowings.

The Company also has available an uncommitted overdraft facility of £60 million with The Bank of New York Mellon (International) Limited, of which £nil had been utilised at 28 February 2023 (2022: £nil).

11. CALLED UP SHARE CAPITAL

Ordinary 
shares 
number 
Treasury 
shares 
number 
Total 
shares 
number 
Nominal 
value 
£’000 
Allotted, called up and fully paid share capital comprised:
Ordinary shares of 25 pence each
At 28 February 2022 48,829,792  1,163,731  49,993,523  12,498 
---------------  ---------------  ---------------  --------------- 
At 28 February 2023 48,829,792  1,163,731  49,993,523  12,498 
=========  =========  =========  ========= 

During the year ended 28 February 2023, the Company has not bought back or issued any shares to or from treasury (2022: nil).

Since 28 February 2023 and up to the latest practicable date of 2 May 2023, 220,000 ordinary shares have been bought back for a total consideration of £2,917,000.

The ordinary shares (excluding any shares held in treasury) carry the right to receive any dividends and have one voting right per ordinary share. There are no restrictions on the voting rights of the ordinary shares or on the transfer of ordinary shares.

12. RESERVES

Distributable reserves





 
 
 
 
Share 
premium 
account 
£’000 
 
 
 
Capital 
redemption 
reserve 
£’000 
 
Capital 
reserve 
(arising on 
investments 
sold) 
£’000 
Capital 
reserve 
(arising on 
revaluation 
of investments 
held) 
£’000 
 
 
 
 
Revenue 
reserve 
£’000 
At 28 February 2022 51,980  1,982  641,658  192,527  16,433 
Movement during the year:
Losses on realisation of investments –  –  (15,627) –  – 
Change in investment holding gains –  –  –  (139,731) – 
(Losses)/gains on foreign currency transactions –  (21) 16  – 
Finance costs and expenses charged to capital –  –  (5,343) –  – 
Net profit for the year –  –  –  –  19,980 
Dividends paid during the year –  –  –  –  (17,823)
---------------  ---------------  ---------------  ---------------  --------------- 
At 28 February 2023 51,980  1,982  620,667  52,812  18,590 
=========  =========  =========  =========  ========= 

   

Distributable reserves





 
  

 
Share 
premium 
account 
£’000 
 
 
 
Capital 
redemption 
reserve 
£’000 
 
Capital 
reserve 
(arising on 
investments 
sold) 
£’000 
Capital 
reserve 
(arising on 
revaluation 
of investments 
held) 
£’000 
 
 
 
 
Revenue 
reserve 
£’000 
At 28 February 2021 51,980  1,982  528,028  261,251  15,557 
Movement during the year:
Gains on realisation of investments –  –  120,538  –  – 
Change in investment holding gains –  –  –  (68,714) – 
Gains/(losses) on foreign currency transactions –  –  (10) – 
Finance costs and expenses charged to capital –  –  (6,915) –  – 
Net profit for the year –  –  –  –  17,234 
Dividends paid during the year –  –  –  –  (16,358)
---------------  ---------------  ---------------  ---------------  --------------- 
At 28 February 2022 51,980  1,982  641,658  192,527  16,433 
=========  =========  =========  =========  ========= 

The share premium account and capital redemption reserve are not distributable reserves under the Companies Act 2006. In accordance with ICAEW Technical Release 02/17BL on Guidance on Realised and Distributable Profits under the Companies Act 2006, the capital reserve may be used as distributable reserves for all purposes and, in particular, the repurchase by the Company of its ordinary shares and for payment as dividends. In accordance with the Company’s Articles of Association, the capital reserve and the revenue reserve may be distributed by way of dividend. The gain on the capital reserve arising on the revaluation of investments of £52,812,000 (2022: gain of £192,527,000) is subject to fair value movements and may not be readily realisable at short notice, as such it may not be entirely distributable. The investments are subject to financial risks; as such capital reserves (arising on investments sold) and the revenue reserve may not be entirely distributable if a loss occurred during the realisation of these investments.

13. VALUATION OF FINANCIAL INSTRUMENTS
Financial assets and financial liabilities are either carried in the Balance Sheet at their fair value (investments) or at an amount which is a reasonable approximation of fair value (due from brokers, dividends and interest receivable, due to brokers, accruals, cash at bank and bank overdrafts). Section 34 of FRS 102 requires the Company to classify fair value measurements using a fair value hierarchy that reflects the significance of inputs used in making the measurements. The valuation techniques used by the Company are explained in the accounting policies note 2 of the Financial Statements.

Categorisation within the hierarchy has been determined on the basis of the lowest level input that is significant to the fair value measurement of the relevant asset.

The fair value hierarchy has the following levels:

Level 1 – Quoted market price for identical instruments in active markets
A financial instrument is regarded as quoted in an active market if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency and those prices represent actual and regularly occurring market transactions on an arm’s length basis. The Company does not adjust the quoted price for these instruments.

Level 2 – Valuation techniques using observable inputs
This category includes instruments valued using quoted prices for similar instruments in markets that are considered less active; or other valuation techniques where significant inputs are directly or indirectly observable from market data.

Level 3 – Valuation techniques using significant unobservable inputs
This category includes all instruments where the valuation technique includes inputs not based on market data and these inputs could have a significant impact on the instrument’s valuation.

This category also includes instruments that are valued based on quoted prices for similar instruments where significant entity determined adjustments or assumptions are required to reflect differences between the instruments and instruments for which there is no active market. The Investment Manager considers observable data to be that market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.

The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement.

Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement, considering factors specific to the Level 3 asset or liability including an assessment of the relevant risks including but not limited to credit risk, market risk, liquidity risk, business risk and sustainability risk. The determination of what constitutes ‘observable’ inputs requires significant judgement by the Investment Manager, and these risks are adequately captured in the assumptions and inputs used in measurement of Level 3 asset or liability.

Fair values of financial assets and financial liabilities
The table below is an analysis of the Company’s financial instruments measured at fair value at the balance sheet date.


Financial assets at fair value through profit or loss at
28 February 2023
Level 1 
£’000 
Level 2 
£’000 
Level 3 
£’000 
Total 
£’000 
Equity investments 806,088  –  –  806,088 
---------------  ---------------  ---------------  --------------- 
Total 806,088  –  –  806,088 
=========  =========  =========  ========= 

   


Financial assets at fair value through profit or loss at
28 February 2022
Level 1 
£’000 
Level 2 
£’000 
Level 3 
£’000 
Total 
£’000 
Equity investments 956,429  –  –  956,429 
---------------  ---------------  ---------------  --------------- 
Total 956,429  –  –  956,429 
=========  =========  =========  ========= 

There were no transfers between levels for financial assets during the year recorded at fair value as at 28 February 2023 and 28 February 2022. The Company did not hold any Level 3 securities throughout the financial year or as at 28 February 2023 (2022: nil).

For exchange listed equity investments the quoted price is the bid price. Substantially all investments are valued based on unadjusted quoted market prices. Where such quoted prices are readily available in an active market, such prices are not required to be assessed or adjusted for any business risks, including climate change risk, in accordance with the fair value related requirements of the Company’s Financial Reporting Framework.

14. TRANSACTIONS WITH THE MANAGER AND AIFM
BlackRock Fund Managers Limited (BFM) provides management and administration services to the Company under a contract which is terminable on six months’ notice. BFM has (with the Company’s consent) delegated certain portfolio and risk management services, and other ancillary services to BlackRock Investment Management (UK) Limited (BIM (UK)). Further details of the investment management contract are disclosed in the Directors’ Report contained within the Annual Report and Financial Statements.

The investment management fee for the year ended 28 February 2023 amounted to £4,784,000 (2022: £6,285,000) as disclosed in note 4 to the Financial Statements. At the year end, £4,784,000 was outstanding in respect of the management fee (2022: £4,714,000).

In addition to the above services, BIM (UK) provided the Company with marketing services. The total fees paid or payable for these services for the year ended 28 February 2023 amounted to £170,000 including VAT (2022: £125,000). Marketing fees of £137,000 (2022: £132,000) were outstanding at the year end.

As of 28 February 2023, an amount of £105,000 (2022: £102,000) was payable to the Manager in respect of Directors’ fees.

The ultimate holding company of the Manager and the Investment Manager is BlackRock, Inc., a company incorporated in Delaware, USA.

15. RELATED PARTIES DISCLOSURES
Directors’ emoluments

Disclosures of the Directors’ interests in the ordinary shares of the Company and fees and expenses payable to the Directors are set out in the Directors’ Remuneration Report, contained within the Annual Report and Financial Statements. At 28 February 2023, an amount of £14,000 (2022: £13,000) was outstanding in respect of Directors’ fees.

Significant holdings
The following investors are:

a.      funds managed by the BlackRock Group or are affiliates of BlackRock, Inc. (“Related BlackRock Funds”) or
b.      investors (other than those listed in (a) above) who held more than 20% of the voting shares in issue in the Company and are as a result, considered to be related parties to the Company (“Significant Investors”).

As at 28 February 2023


Total % of shares held by Related
BlackRock Funds
Total % of shares held by Significant
Investors who are not affiliates of
BlackRock Group or BlackRock, Inc.
Number of Significant Investors who
are not affiliates of BlackRock Group or
BlackRock, Inc.
10.6 n/a n/a

As at 28 February 2022


Total % of shares held by Related
BlackRock Funds
Total % of shares held by Significant
Investors who are not affiliates of
BlackRock Group or BlackRock, Inc.
Number of Significant Investors who
are not affiliates of BlackRock Group or
BlackRock, Inc.
12.4 n/a n/a

16. CONTINGENT LIABILITIES
There were no contingent liabilities at 28 February 2023 (2022: none).

17. PUBLICATION OF NON-STATUTORY ACCOUNTS
The financial information contained in this announcement does not constitute statutory accounts as defined in Section 435 of the Companies Act 2006.

The figures set out above have been reported upon by the auditors. The comparative figures are extracts from the audited financial statements of BlackRock Smaller Companies Trust plc for the year ended 28 February 2022, which have been filed with the Registrar of Companies. The reports of the auditors for the years ended 28 February 2022 and 28 February 2023 contain no qualification or statement under Section 498(2) or (3) of the Companies Act 2006. The 2023 Annual Report and Financial Statements will be filed with the Registrar of Companies after the Annual General Meeting.

18. ANNUAL REPORT AND FINANCIAL STATEMENTS
Copies of the Annual Report and Financial Statements will be sent to members shortly and will be available from The Company Secretary, BlackRock Smaller Companies Trust plc, 12 Throgmorton Avenue, London EC2N 2DL.

19. ANNUAL GENERAL MEETING
The Annual General Meeting of the Company will be held at 12 Throgmorton Avenue, London EC2N 2DL on 20 June 2023 at 11:30 a.m.

ENDS

The Annual Report and Financial Statements will also be available on the BlackRock Investment Management website at http://www.blackrock.com/uk/brsc. Neither the contents of the Manager's website nor the contents of any website accessible from hyperlinks on the Manager's website (or any other website) is incorporated into, or forms part of, this announcement.

For further information, please contact:

Sarah Beynsberger, Director, Closed End Funds, BlackRock Investment Management (UK) Limited
Tel: 020 7743 3000

Press Enquiries:

Ed Hooper, Lansons Communications – Tel: 020 7294 3620~
E-mail: BlackRockInvestmentTrusts@lansons.com or EdH@lansons.com

5 May 2023

UK 100

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