Doc re Submission of Documents
SUBMISSION OF DOCUMENTS
Documents on BlackRock Smaller Companies Trust plc:
Copies of the Annual Report & Accounts for the year ended 28 February 2010 and
the Form of Proxy have been submitted to the UK Listing Authority, and will
shortly be available for inspection at the UK Listing Authority's Document
Viewing Facility, which is situated at:
The Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
Tel. No. (0)20 7066 1000
The Notice of Annual General Meeting, contained within the Annual Report and
Accounts, includes a special resolution to approve the adoption of new Articles
of Association, amended to incorporate changes brought about by the
implementation of the Companies Act 2006 ("the Act") and the EU Shareholders'
Rights Directive ("the Directive"). The proposed new Articles of Association
(together with a document showing the changes to the existing Articles of
Association) are available for inspection at the Company's registered office
and the offices of BlackRock, 33 King William Street, London EC4R 9AS until the
close of the Annual General Meeting. A copy of the proposed new Articles of
Association has also been lodged with the UK Listing Authority and will shortly
be available for publication through the above document viewing facility.
The principal changes introduced in the new Articles proposed to be adopted by
the Company are as follows:
(a) Liability of members - the effect of the resolution to delete the
provisions of the memorandum will be to remove the statement currently in the
Company's memorandum of association regarding limited liability; the new
Articles contain an express statement regarding the limited liability of
shareholders.
(b) Authorised share capital - the requirement for a company's articles of
association to state its authorised share capital and for this to serve as a
limit on the maximum amount of shares which may be issued has been removed with
effect from 1 October 2009. The provision in the existing Articles relating to
authorised share capital has been deleted. Directors will still need to obtain
the usual shareholders' authorisation in order to allot shares, except in
respect of employee share schemes. Furthermore, from 1 October 2009 the Company
is able to re-denominate its share capital by converting shares from a fixed
nominal value in one currency to having a fixed nominal value in another
currency.
(c) Reduction in notice period for general meetings - the notice period for
meetings at which special resolutions are considered has been reduced from 21
days to 14 days. However, this has been subject to further changes which have
been implemented by the Directive. The new Articles amend the provisions of the
current Articles to be consistent with the new requirements.
(d) Change of name - under the Act, the Company may change its name by the
members passing a special resolution and also by other means provided for in
its articles. The new Articles therefore provide for the Company to change its
name by a resolution of the Directors.
(e) Objects clause - the Company's memorandum of association has been abolished
and no restrictions on the Company's objects have been included in the new
Articles.
(f) Chairman's casting vote - pursuant to the Directive, a Chairman's casting
vote at general meetings is no longer effective, therefore these provisions
have been removed.
(g) Redeemable shares - under the Act, the articles of association need not
include the terms on which redeemable shares may be redeemed. The Directors may
determine the terms, conditions and manner of redemption of redeemable shares
provided they are authorised to do so by the articles. The new Articles contain
such an authorisation.
(h) Closing of the register - with effect from 1 October 2009, companies are no
longer able to close their register, therefore the provisions allowing closure
have been removed.
(i) Stock - under the Act, shares can no longer be converted to stock. Whilst
existing stock can be converted to shares, such authority is not required in
the articles. Therefore, these provisions have been removed.
(j) Purchase own shares, consolidate and sub-divide shares, and reduce share
capital - under the Act, specific enabling provisions to purchase own shares,
to consolidate or sub-divide shares and to reduce share capital are not
required in the articles. Amendments have been made to the new Articles to
reflect these changes, although the explicit authorities have been retained.
(k) Share certificates - the new Articles contain a new provision for the issue
of consolidated share certificates in line with the model form Articles.
(l) Participation in meetings at different places and by electronic means - the
new Articles include amendments to reflect the Directive's provisions for
holding and conducting electronic meetings. The amendments allow for members to
participate not only by attendance at satellite meeting locations, but also by
any other electronic means of participation.
(m) Adjournments - under the Directive, general meetings adjourned for lack of
quorum must be held at least 10 clear days after the original meeting. The new
Articles have been changed to reflect this requirement.
(n) Voting rights - the Directive clarifies the various powers of proxies and
representatives of corporate members in respect of resolutions taken on a show
of hands. Where a proxy has been duly appointed by one member, he has one vote
on a show of hands unless he has been appointed by more than one member in
which case the proxy has one vote for and one vote against if the proxy has
been appointed by more than one member to vote for the resolution and by more
than one member to vote against the resolution. Where a corporate member
appoints representatives to attend meetings on its behalf, each representative
duly appointed by a corporate member has one vote on a show of hands. The new
Articles contain provisions which clarify these rights and also clarify how the
provisions giving a proxy a second vote on a show of hands should apply to
discretionary powers.
(o) Voting record date - the new Articles allow the Company, when convening a
meeting, to specify a time not more than 48 hours before the time of the
meeting (excluding any part of a day that is not a business day), by which a
person must be entered on the register of members in order to have the right to
attend or vote at the meeting. This provision is in line with a requirement
introduced by the Directive.
(p) Validity of votes - proxies are expressly required to vote in accordance
with instructions given to them by members. The new Articles contain a
provision stating that the Company is not required to enquire whether a proxy
or corporate representative has voted in accordance with instructions given to
him and that votes cast by a proxy or corporate representative will be valid
even if he has not voted in accordance with his instructions.
(q) Receipt of appointments of proxy - the new Articles provide that proxies
for a poll to be taken after the date of a meeting or adjourned meeting must be
received not less than 24 hours before the time of the poll. The new Articles
also permit the Directors to specify in a notice of a meeting, that in
determining the time for delivery of proxies, no account should be taken of
non-business days.
(r) Quorum for board meetings - the new Articles contain a provision which
states that a Director cannot be counted in the quorum in relation to a matter
or resolution on which he is not entitled to vote, but that he may be counted
in the quorum for the other matters or resolutions to be considered or voted on
at the same meeting. This amendment is for clarification.
(s) Seal - under the Act a company does not require authority in its articles
to have an official seal for use abroad. Accordingly, the relevant
authorisation has been removed in the new Articles.
(t) Affixing the seal - in line with the Act, the new Articles provide that
when a seal is affixed to a document it may be signed by one authorised person
in the presence of a witness.
(u) Minutes - the new Articles contain a provision to the effect that minutes
of Board meetings must be retained for at least 10 years, reflecting the
relevant provision of the Act.
(v) General - generally the opportunity has been taken to bring clearer
language into the new Articles and in some areas to conform the language of the
new Articles to that used in the model articles for public companies produced
by the Department for Business, Innovation and Skills.
4 May 2010