REG - Schroders PLC Nuveen, LLC - Publication of Scheme Document

SchrodersAnnouncement

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RNS Number : 4188W  Schroders PLC  12 March 2026

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

FOR IMMEDIATE RELEASE

12 March 2026

RECOMMENDED CASH ACQUISITION

OF SCHRODERS plc ("SCHRODERS")

BY PANTHEON, LLC ("BIDCO")

a newly incorporated subsidiary of Nuveen, LLC ("Nuveen"), a Teachers
Insurance and Annuity Association of America ("TIAA") company

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

PUBLICATION OF THE SCHEME DOCUMENT

On 12 February 2026, the boards of directors of Schroders and Nuveen announced
that they had reached agreement on the terms of a recommended cash offer to be
made by Bidco for the entire issued and to be issued share capital of
Schroders (the "Acquisition"), to be implemented by way of a court-sanctioned
scheme of arrangement under Part 26 of the Companies Act (the "Scheme").

Publication of the Scheme Document

Schroders and Nuveen are pleased to announce that a circular in relation to
the Scheme (the "Scheme Document") setting out, among other things, a letter
from the Chair of Schroders, an explanatory statement pursuant to section 897
of the Companies Act, the full terms and conditions of the Scheme, an expected
timetable of principal events, notices of the Court Meeting and the General
Meeting and details of the actions to be taken by Schroders Shareholders, has
been published today on Schroders' website at www.schroders.com/nuveenoffer/
(http://www.schroders.com/nuveenoffer/) and on Nuveen's website at
www.nuveen.com/global/nuveen-recommended-offer-for-schroders
(http://www.nuveen.com/global/nuveen-recommended-offer-for-schroders-resources?type=global)
.

Hard copies of the Scheme Document (or, depending on Schroders' Shareholders'
communication preferences, a letter or email giving details of the website
where the Scheme Document may be accessed) and Forms of Proxy for the Court
Meeting and the General Meeting are being sent to Schroders Shareholders
today.

In addition, joint letters from Nuveen and Schroders will be sent on 13 March
2026 to participants in the Schroders Share Plans to provide information on
how the Scheme will affect their rights under the Schroders Share Plans and
the arrangements applicable to them.

Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Scheme Document. All references to
times in this announcement are to London, United Kingdom times unless stated
otherwise.

Action required

As further detailed in the Scheme Document, in order to become Effective, the
Scheme will require, among other things, that the requisite majority of: (i)
Scheme Shareholders vote in favour of the Scheme at the Court Meeting; and
(ii) Schroders Shareholders vote in favour of the Special Resolution at the
General Meeting.

The approval required at the Court Meeting for approval of the Scheme is a
majority in number of the Scheme Shareholders who are present and vote,
whether in person or by proxy, at the Court Meeting and who represent 75 per
cent. or more in value of the Scheme Shares voted by those Scheme
Shareholders. The approval required at the General Meeting for the Special
Resolution to be passed is at least 75 per cent. of the votes cast (in person
or by proxy).

Notices convening the Court Meeting and the General Meeting, both of which
will be held at 1 London Wall Place, London, EC2Y 5AU on 16 April 2026, are
set out in the Scheme Document. The Court Meeting will start at 12.00 p.m. (or
as soon thereafter as the Company's annual general meeting concludes or is
adjourned) on that date and the General Meeting at 12.15 p.m. (or as soon
thereafter as the Court Meeting concludes or is adjourned).

Any changes to the arrangements for the Court Meeting and the General Meeting
will be communicated to Schroders Shareholders before the relevant Meeting,
through Schroders' website www.schroders.com/nuveenoffer/
(http://www.schroders.com/nuveenoffer/) and by announcement through a
Regulatory Information Service.

Scheme Shareholders and Schroders Shareholders are asked to submit proxy
appointments and instructions for the Court Meeting and the General Meeting as
soon as possible and in any event so that the proxy appointment and
instructions are received by Computershare no later than 48 hours prior to the
Court Meeting or the General Meeting as applicable (excluding any part of such
48 hour period falling on a day that is not a Business Day) or, in the case of
any adjournment, not later than 48 hours (excluding any part of such 48 hour
period that is not a Business Day) before the time fixed for the adjourned
Meeting.

It is important that, for the Court Meeting in particular, as many votes as
possible are cast so that the Court may be satisfied that there is a fair
representation of opinion of Scheme Shareholders.

Timetable

The Scheme Document contains an expected timetable of principal events in
relation to the Scheme, which is also set out in the Appendix to this
announcement. The Scheme remains conditional on the approval of the requisite
majority of Scheme Shareholders at the Court Meeting and the requisite
majority of Schroders Shareholders at the General Meeting. The Scheme is also
subject to the satisfaction (or, where applicable, waiver) of the other
Conditions (including the sanction of the Court) and further terms, as
described more fully in the Scheme Document.

The Scheme is expected to become Effective during Q4 2026. Schroders will make
further announcements through a Regulatory Information Service, with such
announcements also being made available on Schroders' website at
www.schroders.com/nuveenoffer/ (http://www.schroders.com/nuveenoffer/) and on
Nuveen's website at
www.nuveen.com/global/nuveen-recommended-offer-for-schroders
(http://www.nuveen.com/global/nuveen-recommended-offer-for-schroders-resources?type=global)
. An update to the expected timetable is expected to be announced following
receipt of the relevant regulatory approvals upon which the Acquisition is
conditional.

Recommendation

The Schroders Directors, who have been so advised by Wells Fargo, Barclays and
J.P. Morgan Cazenove as to the financial terms of the Transaction, consider
the terms of the Transaction to be fair and reasonable. In providing their
advice, Wells Fargo, Barclays and J.P. Morgan Cazenove have taken into account
the commercial assessments of the Schroders Directors. Wells Fargo and
Barclays are providing independent financial advice to the Schroders Directors
for the purposes of Rule 3 of the Takeover Code.

The Schroders Directors believe that the terms of the Acquisition (including
the Scheme) are in the best interests of Schroders Shareholders as a whole.
Accordingly, the Schroders Directors unanimously recommend that Schroders
Shareholders vote in favour of the Scheme at the Court Meeting and that
Schroders Shareholders vote in favour of the Special Resolution at the General
Meeting, as the Schroders Directors who (or whose immediate family) hold
Schroders Shares have irrevocably undertaken to do in respect of their own
personal beneficial holdings.

Schroders Shareholders should carefully read the Scheme Document in its
entirety before making a decision with respect to the Scheme.

Transaction Financing Syndication

As previously disclosed in the 2.7 Announcement, on 12 February 2026 Nuveen
entered into a Credit Agreement between, amongst others, Nuveen as borrower,
BNPP as administrative agent, and BNP Paribas Securities Corp. as sole lead
arranger and sole bookrunner ("BNPPSC"). Further details of the Credit
Agreement, including the key terms, availability and maturity, are set out in
the Scheme Document.

Bidco announces that on 11 March 2026, BNPPSC successfully completed the
syndication of a majority of the commitments to selected participating lenders
in respect of the facility under the Credit Agreement pursuant to multiple
assignment and assumption agreements, each dated 11 March 2026 (each an
"Assignment and Assumption Agreement").

A copy of each Assignment and Assumption Agreement will be made available on
Nuveen's website at
https://www.nuveen.com/global/nuveen-recommended-offer-for-schroders
(https://www.nuveen.com/global/nuveen-recommended-offer-for-schroders)  and
on Schroder's website at www.schroders.com/nuveenoffer
(http://www.schroders.com/nuveenoffer)  by no later than 12 noon on the
Business Day following this announcement.

Additional Information for Schroders Shareholders

If you have any questions about this Announcement, the Scheme Document, the
Court Meeting or the General Meeting, or are in any doubt as to how to
complete the Forms of Proxy or to submit your proxies electronically or
online, please contact the Company's Registrars, Computershare, by calling the
Shareholder Helpline on 0800 923 1530 from the UK or +44 117 378 8170 from
outside the UK. Lines are open between 8.30 a.m. and 5.30 p.m. (London time)
Monday to Friday (except public holidays in the UK). Please use the country
code when calling from outside the UK. Calls to the Shareholder Helpline from
outside the UK will be charged at applicable international rates. Different
charges may apply to calls made from mobile telephones and calls may be
recorded and monitored for security and training purposes. Please note that
Computershare cannot provide advice on the merits of the Transaction or the
Scheme or give financial, tax, investment or legal advice.

Copies of the Scheme Document and Forms of Proxy will be submitted to the
National Storage Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

If the Scheme is sanctioned as outlined above, it is expected that the last
day of dealings in, and registration of transfers of, Schroders Shares on the
London Stock Exchange will be the Business Day immediately prior to the
Effective Date. It is intended that, subject to the Scheme becoming effective,
applications will be made for the cancellation of the listing of Schroders
Shares on the Official List and the cancellation of trading of Schroders
Shares on the London Stock Exchange, and steps will be taken to re-register
Schroders as a private limited company.

Enquiries

 Schroders
 Kate Graham, Group Company Secretary                                   +44 20 7658 8272

Ed Houghton, Group Head of Strategy and Investor Engagement
+44 20 7658 3314

Beth Saint, Global Head of Marketing and Communications
+44 750 076 4560
 Wells Fargo (Lead Financial Adviser to Schroders)                      +44 20 3942 8000
 Doug Braunstein

Rob Ritchie

Amy Jo Pitts

David Ferro

Mark Hutt
 Barclays (Joint Financial Adviser and Corporate Broker to Schroders)   +44 20 7623 2323
 Robert Mayhew

Arif Vohra

Adrian Beidas

Neal West

Callum West

 Stuart Muress
 J.P. Morgan Cazenove (Joint Financial Adviser and Corporate Broker to  +44 20 3493 8000
 Schroders)
 Conor Hillery

Edward Squire

James Robinson

Stuart Jempson
 Brunswick (Communications Adviser to Schroders)                        +44 20 7404 5959
 Charles Pretzlik

Simone Selzer

Robin Wrench
 Nuveen                                                                 via BNP Paribas
 Javier Enrile, Global Head of M&A / Corporate Development

Sally Lyden, Global Head of Media Relations
 BNP Paribas (Lead Financial Adviser to Bidco and Nuveen)               +44 20 7595 2000
 Jolyon Luke

Kirshlen Moodley

Rasvi Ahmed

Marco De Rossi

 Sam McLennan

 Prosek Partners (Communications Adviser to Nuveen)                     pro-nuveenSA@prosek.com
 Brian Schaffer

Doug Campbell

Slaughter and May is acting as legal adviser to Schroders.

Clifford Chance LLP is acting as legal adviser to Bidco, Nuveen and TIAA.

Schroders' LEI number is 2138001YYBULX5SZ2H24.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable is based on Schroders' and Nuveen's current
expected dates for the implementation of the Scheme and is subject to change.
If any of the dates and/or times in this expected timetable change, the
revised dates and/or times will be notified to Schroders Shareholders by
announcement through the Regulatory Information Service of the London Stock
Exchange.

 Event                                                                          Time and/or date (1)
 Publication of the Scheme Document                                             12 March 2026
 Latest time for lodging Forms of Proxy for the:
 Court Meeting (BLUE form)                                                      12.00 p.m. on 14 April 2026 (2)
 General Meeting (WHITE form)                                                   12.15 p.m. on 14 April 2026 (3)
 Voting Record Time                                                             6.00 p.m. on 14 April 2026 (4)
 Court Meeting                                                                  12.00 p.m. on 16 April 2026
 General Meeting                                                                12.15 p.m. on 16 April 2026 (5)
 The following dates and times associated with the Scheme are indicative only
 and subject to change. See also note (1).
 Court Sanction Hearing                                                         a date expected to be in Q4 2026, subject to the satisfaction (or, if
                                                                                applicable, waiver) of the relevant Conditions and, in any event, prior to the
                                                                                Long Stop Date ("D")
 Last day for dealings in, and for the registration of transfer of, and         D*
 disablement in CREST of, Schroders Shares
 Scheme Record Time                                                             6.00 p.m. on D* (6)
 Suspension of trading, and dealings in, Schroders Shares                       7.30 a.m. on D+1*
 Effective Date                                                                 D+1* (7)
 Cancellation of listing of Schroders Shares on the Official List and of         by 8.00 a.m. on D+2*
 trading of Schroders Shares on the London Stock Exchange
 CREST accounts of Schroders Shareholders credited with the Cash Consideration  within 14 days after the Effective Date
 Long Stop Date                                                                 12 February 2027 (8)

 

(1)   The dates and times are indicative only and are based on current
expectations and may be subject to change and will depend on, among other
things, the date on which the Conditions to the Scheme are satisfied or, if
capable of waiver, waived, and the date on which the Court sanctions the
Scheme. References to times are to London, United Kingdom time unless
otherwise stated. If any of the times and/or dates above change, the revised
times and/or dates will be notified to Schroders Shareholders by announcement
through a Regulatory Information Service, with such announcement being made
available on Schroders' website at https://www.schroders.com/nuveenoffer/
(https://www.schroders.com/nuveenoffer/) .

Participants in the Schroders Share Plans will be contacted separately and
details of the effect of the Scheme on their rights under the Schroders Share
Plans, including details of any dates and times relevant to them, will be
available via Computershare's EquatePlus portal.

(2)   It is requested that BLUE Forms of Proxy for the Court Meeting be
lodged not later than 48 hours prior to the time appointed for the Court
Meeting or, if the Court Meeting is adjourned or postponed, 48 hours prior to
the time fixed for any adjourned or postponed Court Meeting (excluding any
part of such 48 hour period falling on a day that is not a working day). If
the BLUE Form of Proxy for the Court Meeting is not lodged by 12.00 p.m. on 14
April 2026, it may be presented in person to the Computershare representative
who will be present at the Court Meeting or to the Chair of the Court Meeting,
at any time prior to the commencement of the Court Meeting (or any adjournment
or postponement thereof).

(3)   In order to be valid, the WHITE Forms of Proxy for the General Meeting
must be lodged not later than 12.15 p.m. on 14 April 2026 or, if the General
Meeting is adjourned or postponed, 48 hours prior to the time fixed for the
adjourned or postponed General Meeting (excluding any part of such 48 hour
period falling on a day that is not a working day).

(4)   If either the Court Meeting or the General Meeting is adjourned or
postponed, the Voting Record Time for the relevant adjourned or postponed
Meeting will be 6.00 p.m. on the day which is two Business Days prior to the
date of the adjourned or postponed Meeting.

(5)   To commence at the time fixed or as soon thereafter as the Court
Meeting concludes or is adjourned.

(6)   Scheme Shareholders who are on the Register at this time are entitled
to receive the Cash Consideration under the Transaction.

(7)   The Scheme shall become Effective as soon as a copy of the Court Order
has been delivered to the Registrar of Companies. This is expected to occur
following the Scheme Record Time and after the suspension of trading in
Schroders Shares. The events which are stated as occurring on subsequent dates
are conditional on the Effective Date and operate by reference to that date.

(8)   This is the latest date by which the Scheme may become Effective,
unless the Long Stop Date is extended to a later date as may be agreed in
writing by Bidco and Schroders (with the Panel's consent and Court approval
(if such approval(s) are required)).

*All dates by reference to "D+1" and "D+2" will be to the date falling the
number of indicated Business Days immediately after the actual date, which is
"D", as indicated above.

 

Important notice

This announcement is for information purposes only and is not intended to and
does not constitute or form part of any offer to sell or subscribe for or any
invitation to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise.

The Acquisition shall be made solely by means of the Scheme Document (or, if
the Acquisition is implemented by way of an Offer, the offer document) which,
together with the Forms of Proxy, shall contain the full terms and Conditions
of the Acquisition, including details of how to vote in respect of the
Acquisition. Any vote in respect of the Scheme or any decision in respect of,
or other response to, the Acquisition should be made only on the basis of the
information in the Scheme Document (or, if the Acquisition is implemented by
way of a Takeover Offer, the Takeover Offer document).

This announcement has been prepared for the purpose of complying with English
and Welsh law and the Takeover Code and the information disclosed may not be
the same as that which would have been disclosed if this announcement had been
prepared in accordance with the laws of jurisdictions outside England and
Wales.

This announcement does not constitute a prospectus or prospectus-equivalent
document or a prospectus exempted document.

Notices relating to financial advisors

BNP Paribas S.A. is authorised and regulated by the European Central Bank and
the Autorité de Contrôle Prudentiel et de Résolution. BNP Paribas S.A. is
authorised by the PRA and is subject to regulation by the FCA and limited
regulation by the PRA. Details about the extent of BNP Paribas S.A.'s
regulation by the PRA are available from BNP Paribas S.A. on request. BNP
Paribas S.A. has its registered office at 16 Boulevard des Italiens, 75009
Paris, France and is registered with the Companies Registry of Paris under
number 662 042 449 RCS and has ADEME identification number FR200182_01XHWE.
BNP Paribas London Branch ("BNP Paribas") is registered in the UK under number
FC13447 and UK establishment number BR000170, and its UK establishment office
address is 10 Harewood Avenue, London NW1 6AA. BNP Paribas is acting as
financial adviser exclusively for Bidco and Nuveen and no one else in
connection with the matters described in this announcement and will not be
responsible to anyone other than Bidco and Nuveen for providing the
protections afforded to clients of BNP Paribas or for providing advice in
relation to the matters described in this announcement or any transaction or
arrangement referred to herein.

Wells Fargo Securities International Limited ("Wells Fargo") which is
authorised and regulated by the FCA, is acting as financial adviser
exclusively for Schroders and no one else in connection with the matters set
out in this Document and will not regard any other person as its client in
relation to the matters in this Document and will not be responsible to anyone
other than Schroders for providing the protections afforded to clients of
Wells Fargo or its affiliates, nor for providing advice in relation to any
matter referred to herein. Neither Wells Fargo nor any of its affiliates owes
or accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Wells Fargo in connection with the matters set
out in this Document or any statement contained herein. In accordance with
the Takeover Code and normal United Kingdom market practice, affiliates of
Wells Fargo will continue to act as an exempt principal traders in Schroders
securities on the London Stock Exchange. These purchases and activities by
exempt principal traders which are required to be made public in the United
Kingdom pursuant to Code will be reported to a Regulatory Information Service
and will be available on the London Stock Exchange website at
www.londonstockexchange.com
(https://url.uk.m.mimecastprotect.com/s/r2bUCwEMnu8gLA4hqhQSJIYC8?domain=urldefense.com)
. This information will also be publicly disclosed in the United States to the
extent that such information is made public in the United Kingdom.

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is
authorised by the Prudential Regulation Authority and regulated in the United
Kingdom by the Financial Conduct Authority and the Prudential Regulation
Authority, is acting exclusively for Schroders and no one else in connection
with the matters set out in this announcement and will not be responsible to
anyone other than Schroders for providing the protections afforded to clients
of Barclays nor for providing advice in relation to any matter referred to in
this announcement.

In accordance with the Takeover Code, normal United Kingdom market practice
and Rule 14e-5(b) of the Exchange Act, Barclays and its affiliates will
continue to act as exempt principal trader in Schroders securities on the
London Stock Exchange. These purchases and activities by exempt principal
traders which are required to be made public in the United Kingdom pursuant to
the Takeover Code will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website at
www.londonstockexchange.com (http://www.londonstockexchange.com) . This
information will also be publicly disclosed in the United States to the extent
that such information is made public in the United Kingdom.

J.P. Morgan Securities plc, which conducts its UK investment banking business
as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United
Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in
the United Kingdom by the PRA and the Financial Conduct Authority (the "FCA").
J.P. Morgan Cazenove is acting as financial adviser exclusively for Schroders
and no one else in connection with the matters set out in this announcement
and will not regard any other person as its client in relation to the matters
in this announcement and will not be responsible to anyone other than
Schroders for providing the protections afforded to clients of J.P. Morgan
Cazenove or its affiliates, nor for providing advice in relation to any matter
referred to herein.

Overseas jurisdictions

This announcement has been prepared in connection with proposals in relation
to a scheme of arrangement pursuant to and for the purpose of complying with
English law and the Takeover Code and information disclosed may not be the
same as that which would have been disclosed if this announcement had been
prepared in accordance with the laws of jurisdictions outside the UK. Nothing
in this announcement should be relied on for any other purpose. The
Transaction shall be subject to the applicable requirements of the Takeover
Code, the Panel, the London Stock Exchange and the FCA.

The release, publication or distribution of this announcement in jurisdictions
other than the UK may be restricted by law and therefore any persons who are
subject to the laws of any jurisdiction other than the UK should inform
themselves about, and observe, any applicable requirements. In particular, the
ability of persons who are not resident in the UK to vote their Schroders
Shares with respect to the Scheme at the Court Meeting, or to execute and
deliver forms of proxy appointing another to vote at the Court Meeting on
their behalf, may be affected by the laws of the relevant jurisdictions in
which they are located. This announcement has been prepared for the purpose of
complying with English law and the Takeover Code and the information disclosed
may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of jurisdictions
outside the UK.

Copies of this announcement and any formal documentation relating to the
Transaction are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send
it in or into or from any Restricted Jurisdiction. If the Transaction is
implemented by way of a Takeover Offer (unless otherwise permitted by
applicable law and regulation), the Offer may not be made directly or
indirectly, in or into, or by the use of mails or any means or instrumentality
(including, but not limited to, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce of, or of
any facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Takeover Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities.

Notice to US investors in Schroders

The Transaction relates to the shares of an English company and is being made
by means of a scheme of arrangement provided for under English company law. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the United States
Securities Exchange Act of 1934. Accordingly, the Transaction is subject to
the disclosure requirements and practices applicable in the UK to schemes of
arrangement which differ from the disclosure requirements of United States
tender offer and proxy solicitation rules. If, in the future, Bidco exercises
the right to implement the Transaction by way of a takeover offer and
determines to extend the offer into the United States, the Transaction will be
made in compliance with applicable United States laws and regulations.

Financial information included in this announcement and the Scheme
documentation has been or will have been prepared in accordance with
accounting standards applicable in the UK that may not be comparable to
financial information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting principles in
the United States.

In the event that the Transaction is implemented by way of Takeover Offer, in
accordance with, and to the extent permitted by, the Takeover Code and normal
UK market practice, BNP Paribas and their respective affiliates may continue
to act as exempt principal traders or exempt market makers in Schroders Shares
on the London Stock Exchange and will engage in certain other purchasing
activities consistent with their respective normal and usual practice and
applicable law, as permitted by Rule 14e-5(b)(9) under the US Exchange Act. In
addition, Bidco, its affiliates, their advisors and the nominees or brokers
(acting as agents) may make certain purchases of, or arrangements to purchase,
shares in Schroders outside the Transaction, such as in open market purchases
or privately negotiated purchases, during the period in which the Transaction
remains open for acceptance. If such purchases or arrangements to purchase
were to be made, they would be made outside the US and would comply with
applicable law, including United Kingdom laws and the US Exchange Act. Any
such purchases by Bidco or its affiliates will not be made at prices higher
than the price of the Transaction provided in this announcement unless the
price of the Transaction is increased accordingly. Any information about such
purchases or arrangements to purchase shall be disclosed as required under
United Kingdom laws and will be available to all investors (including US
investors) via the Regulatory Information Service and shall be available on
the London Stock Exchange website at www.londonstockexchange.com/
(https://www.londonstockexchange.com/) . To the extent that such information
is required to be publicly disclosed in the United Kingdom in accordance with
applicable regulatory requirements, this information will, as applicable, also
be publicly disclosed in the United States.

It may be difficult for US holders of Schroders Shares to enforce their rights
and any claim arising out of the US federal laws, since Schroders is located
in a non-US jurisdiction, and some or all of its officers and directors may be
residents of a non-US jurisdiction. US holders of Schroders Shares may not be
able to sue a non-US company or its officers or directors in a non-US court
for violations of the US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to a US
court's judgement.

Neither the United States Securities and Exchange Commission nor any US state
securities commission has approved or disapproved the Transaction, passed upon
the merits or fairness of the Transaction or passed any opinion upon the
accuracy, adequacy or completeness of this announcement. Any representation to
the contrary is a criminal offence in the United States.

Cautionary note regarding forward-looking statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Transaction, and other
information published by Bidco, Nuveen or Schroders may contain statements
about the Nuveen Group, the TIAA Group and the Schroders Group that are or may
be deemed to be forward-looking statements. All statements other than
statements of historical fact are, or may be deemed to be, forward-looking
statements.

Forward-looking statements are statements of future expectations that are
based on management's current expectations and assumptions and involve known
and unknown risks and uncertainties that could cause actual results,
performance or events to differ materially from those expressed or implied in
these statements. Forward-looking statements include, among other things,
statements concerning: (i) the ability to complete the Transaction in a timely
manner; (ii) future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition, dividend
policy, losses and future prospects; (iii) business and management strategies
and the expansion and growth of Nuveen's, TIAA Group's or Schroders'
operations and potential synergies resulting from the Transaction; and (iv)
the effects of government regulation on the Nuveen Group's, TIAA Group's or
the Schroders Group's businesses. These forward-looking statements are
identified by their use of terms and phrases such as, without limitation,
"aims", "anticipate", "believe", "could", "estimate", "expect", "goals",
"hopes", "intend", "may", "objectives", "outlook", "plan", "probably",
"project", "risks", "seek", "should", "target", "will", "would" and similar
terms and phrases.

Due to such uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of the date
hereof. All subsequent oral or written forward-looking statements attributable
to any member of the Nuveen Group or the Schroders Group, or any of their
respective associates, directors, officers, employees or advisers, are
expressly qualified in their entirety by the cautionary statement above.
Neither Bidco, the Nuveen Group, the TIAA Group nor the Schroders Group, nor
any of their respective members, partners, associates or directors, officers
or advisers, provides any representation, warranty, assurance or guarantee
that the occurrence of the events expressed or implied in any forward-looking
statements in this announcement will actually occur. Bidco, Nuveen, TIAA and
Schroders expressly disclaim any obligation to update any forward-looking or
other statements contained herein, except as required by applicable law or by
the rules of any competent regulatory authority, whether as a result of new
information, future events or otherwise.

Publication on a website and right to receive documents in hard copy form

In accordance with Rule 26.1 of the Takeover Code, copies of this
announcement, the letters to be sent to participants in the Schroders Share
Plans and the documents required to be published pursuant to Rule 26 of the
Takeover Code will be available, free of charge, (subject to certain
restrictions relating to persons resident in Restricted Jurisdictions) on
https://www.nuveen.com/global/nuveen-recommended-offer-for-schroders
(https://www.nuveen.com/global/nuveen-recommended-offer-for-schroders) and
www.schroders.com/nuveenoffer (http://www.schroders.com/nuveenoffer) by no
later than 12 noon (London time) on the Business Day following the date of
this announcement (or, in the case of the letters to be sent to participants
in the Schroders Share Plans, on the Business Day following the date on which
they are sent). The content of these websites and any websites accessible from
hyperlinks on these websites are not incorporated into and do not form part of
this announcement.

Schroders Shareholders, persons with information rights and participants in
the Schroders Share Plans may request a hard copy of this announcement, free
of charge, by calling Schroders' registrars, Computershare Investor Services
PLC during business hours (8.30 a.m. to 5.30 p.m. (London time) Monday to
Friday excluding public holidays in England and Wales) on +44 (0800) 923 1530
from within the UK or +44 (117) 378 8170 if calling from outside the UK, or by
submitting a request in writing to The Pavilions, Bridgwater Road, Bristol
BS99 6ZY. If calling from outside the UK, please ensure the country code is
used. For persons who receive a copy of this announcement in electronic form
or via a website notification, a hard copy of this announcement will not be
sent unless so requested. Such persons may also request that all future
documents, announcements and information in relation to the Transaction are
sent to them in hard copy form. Please note that Computershare Investor
Services PLC cannot provide advice on the merits of the Transaction or the
Scheme or give any financial, legal or tax advice and calls may be recorded
and monitored for security and training purposes.

Electronic communications

Please be aware that addresses, electronic addresses and certain information
provided by Schroders Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Schroders may be
provided to Nuveen during the offer period as requested under Section 4 of
Appendix 4 of the Takeover Code.

General

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriately authorised
independent financial adviser.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  SOASFSSUEEMSEID



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