BlackRock Science and Technology Trust (NYSE: BST) (the "Trust") today announced that its Board of Trustees (the "Board") has approved the terms of the issuance of transferable rights ("Rights") to the holders of the Trust's common shares of beneficial interest (par value $0.001 per share) ("Shares") as of June 18, 2021 (the "Record Date"). Holders of Rights will be entitled to subscribe for additional Shares (the "Offer") at a discount to the market price of the Shares.
After considering a number of factors, including potential benefits and costs, the Board and the Fund's investment adviser, BlackRock Advisors, LLC (the "Adviser"), have determined that it is in the best interests of both the Trust and its shareholders to conduct the Offer and increase the assets of the Trust available to take advantage of existing and future investment opportunities that may be or may become available, consistent with the Trust's investment objective of providing income and total return through a combination of current income, current gains and long-term capital appreciation. All expenses of the Offer, including sales commissions, will be borne by the Adviser, and not by the Trust or any of the Trust's shareholders.
The Adviser believes this is an attractive time to raise additional assets for the Trust based on several factors, including the following potential benefits:
- Tech is positioned for continued growth: the Offer provides the Trust with new proceeds to capitalize on attractive investment opportunities in technology companies across public and private markets, potentially enhancing returns and yield
- Rewards shareholders: the Offer provides shareholders with an opportunity to buy new Shares below market price or realize value from the sale of Rights
- Tax efficiency: the Offer potentially mitigates sales of existing holdings that may result in the realization of capital gains, which may result in a taxable event for shareholders
- Enhanced liquidity: the Offer creates the potential for increased trading volume and liquidity of Shares
- Lower expenses : the Offer is expected to spread fixed operating costs across a larger asset base
“The technology sector is underpinned by powerful secular themes such as digital commerce and artificial intelligence that are reshaping our everyday lives and creating exponential change. In BST, we invest across public and private companies to capture innovative and disruptive technologies with significant growth potential. Raising additional capital will allow us to allocate to new investments and mitigate portfolio turnover that may otherwise trigger a taxable event for shareholders.," said Tony Kim, Portfolio Manager for the Trust and the Global Technology funds.
The Trust expects to maintain its current distribution level following the Offer. Additionally, the Trust declared a regular monthly distribution payable on June 30, 2021, with a record date of June 15, 2021, and a regular monthly distribution payable on July 30, 2021, with a record date of July 6, 2021, neither of which will be payable with respect to Shares that are issued pursuant to the Offer as such issuance will occur after these record dates. Shares issued pursuant to the Offer will be entitled to receive the monthly distribution expected to be payable in August.
Certain key terms of the Offer include:
- Holders of Shares on the Record Date ("Record Date Shareholders") will receive one Right for each outstanding Share owned on the Record Date. The Rights entitle the holders to purchase one new Share for every 3 Rights held (1-for-3); however, any Record Date Shareholder who owns fewer than three Shares as of the Record Date will be entitled to subscribe for one Share. Fractional Shares will not be issued upon the exercise of Rights.
- The subscription price per Share (the "Subscription Price") will be determined on the expiration date of the Offer, which is currently expected to be July 14, 2021, unless extended by the Trust (the "Expiration Date"), and will be equal to 95% of the average of the last reported sales price per Share on the New York Stock Exchange (the "NYSE") on the Expiration Date and each of the four (4) immediately preceding trading days (the "Formula Price"). If, however, the Formula Price is less than 94% of the Trust's net asset value (“NAV”) per Share at the close of trading on the NYSE on the Expiration Date, the Subscription Price will be 94% of the Trust's NAV per Share at the close of trading on the NYSE on the Expiration Date. The Subscription Price will be determined by the Trust on the Expiration Date.
- Record Date Shareholders who fully exercise all Rights issued to them can subscribe, subject to certain limitations and allotment, for any additional Shares which were not subscribed for by other holders of Rights at the Subscription Price, subject to the right of the Board to eliminate this over-subscription privilege. Investors who are not Record Date Shareholders but who otherwise acquire Rights in the secondary market are not entitled to participate in the over-subscription privilege. If sufficient Shares are available, all Record Date Shareholders' over-subscription requests will be honored in full. If these requests exceed available Shares, they will be allocated pro rata among those fully exercising Record Date Shareholders who over-subscribe based on the number of Rights originally issued to them by the Trust.
- Rights are transferable and are expected to be admitted for trading on the NYSE under the symbol "BST RT" during the course of the Offer and will cease trading one day before the Offer’s Expiration Date (June 18, 2021 through July 13, 2021). During this time, Record Date Shareholders may also choose to sell their Rights.
The Offer will be made only by means of a prospectus supplement and accompanying prospectus. The Trust expects to mail subscription certificates evidencing the Rights and a copy of the prospectus supplement and accompanying prospectus for the Offer to Record Date Shareholders within the United States shortly following the Record Date. To exercise their Rights, shareholders who hold their Shares through a broker, custodian or trust company should contact such entity to forward their instructions to either exercise or sell their Rights on their behalf. Shareholders who do not hold Shares through a broker, custodian, or trust company should forward their instructions to either exercise or sell their Rights by completing the subscription certificate and delivering it to the subscription agent for the Offer, together with their payment, at one of the locations indicated on the subscription certificate or in the prospectus supplement.
The information in this press release is not complete and is subject to change. This document is not an offer to sell any securities and is not soliciting an offer to buy any securities in any jurisdiction where the offer or sale is not permitted. This document is not an offering, which can only be made by a prospectus. Investors should consider the Trust's investment objectives, risks, charges and expenses carefully before investing. The Trust's prospectus supplement and accompanying prospectus will contain this and additional information about the Trust and additional information about the Offer, and should be read carefully before investing. For further information regarding the Offer, or to obtain a prospectus supplement and the accompanying prospectus, when available, please contact the Trust's information agent:
1290 Avenue of the Americas, 9 th Floor
New York, NY 10104
The Trust’s at-the-market offering of Shares, including the distribution and sub-placement agent agreements related thereto, will remain suspended during the course of the Offer.
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