REG - Schroders Cap Glbl - Publication of a Tender Offer Circular

Schroders Capital Global Innovation TrustAnnouncement

Thu 07:02

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RNS Number : 3204D  Schroders Capital Gbl Inn Tst PLC  07 May 2026

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN
OR INTO AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA,
IN ANY MEMBER STATE OF THE EEA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME
WOULD CONSTITUTE A VIOLATION OF THE LAWS OF SUCH JURISDICTION.

This announcement is not an offer to sell, or a solicitation of an offer to
acquire, securities in any jurisdiction in which the same would be unlawful.
Neither this announcement nor any part of it shall form the basis of or be
relied on in connection with or act as an inducement to enter into any
contract or commitment whatsoever.

Legal Entity Identifier:  2138008X94M7OVE73I77

7 May 2026

Schroders Capital Global Innovation Trust plc

("INOV" or the "Company")

 

Publication of a Tender Offer Circular

 

The Board of Schroders Capital Global Innovation Trust plc announces that it
has today published a circular (the "Circular") which contains details of a
tender offer to shareholders to return up to £20 million less costs as part
of the Company's ongoing managed wind down (the "Tender Offer").

 

The Circular is available on the Company's website at
https://www.schroders.com/inov (https://www.schroders.com/inov) . The Circular
will shortly be available for inspection at the National Storage Mechanism
which is located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

Background

 

At a general meeting held in February 2025, Shareholders approved the Board's
proposals to effect a managed wind-down of the Company (the "Managed
Wind-Down"). The Board committed to consider methods to return capital to
Shareholders as realisations of the Company's assets are made over time.
Following careful consideration by the Board and its advisers, it was
determined that successive tender offers were the most appropriate method to
return capital ahead of a voluntary liquidation of the Company.

 

On 19 June 2025, the Company published a circular to Shareholders in
connection with a capital return of up to £37 million less costs by way of a
tender offer (the "First Tender Offer"). The First Tender Offer was approved
by Shareholders at a general meeting of the Company held on 10 July 2025 and
closed on 23 July 2025. The First Tender Offer was oversubscribed and resulted
in the Company repurchasing a total of 173,220,974 Ordinary Shares at a tender
price of 21.119983 pence per Ordinary Share.

 

Following the sale of Bluewater Bio Limited by the Salica Environmental
Technologies Fund in January 2026, which generated £6.5 million, in addition
to the Company's existing cash and cash equivalents, and taking into account
the Company's existing funding requirements and working capital requirements,
the Company is pleased to announce that it is proposing to return up to £20
million less costs by way of a second tender offer (the "Tender Offer").

 

The Tender Offer, which is subject to Shareholder approval at the General
Meeting, is being made at the Final Tender Price. Based on the Net Asset Value
per Share of 21.68 pence as at 30 April 2026, less the pro rata anticipated
costs of the Tender Offer, the Final Tender Price would be 21.429898 pence per
Share as at the date of this announcement (the "Indicative Tender Price").

 

The Company is alert to events affecting the portfolio during the Tender Offer
process. Accordingly, the Final Tender Price will be equal to the Net Asset
Value per Share of 21.68 pence as at 30 April 2026, less the pro rata
anticipated costs of the Tender Offer, but updated for any events in the
Company's portfolio prior to 9 June 2026 (the "Final Tender Price
Determination Date") which would lead to a material change in the Company's
Net Asset Value per Share. The Board is not currently aware of any reason why
the Final Tender Price would differ from the Indicative Tender Price.

 

The Final Tender Price will be announced on or around 11 June 2026. Further
information on how the Net Asset Value per Share as at 30 April 2026 has been
calculated is set out in paragraph 1.3 of Part 3 (Further information on the
Tender Offer) of the Circular.

 

Based on the Indicative Tender Price, and a proposed return of capital by the
Company of £20 million less costs, if the maximum number of Shares under the
Tender Offer are tendered this would result in the purchase of approximately
14.52 per cent. of the Company's issued share capital as at the Latest
Practicable Date (excluding Shares held in treasury). Completion of the Tender
Offer is expected to take place on 12 June 2026. To enable the Tender Offer to
take place, the Company is seeking Shareholders' approval of the Tender Offer
Resolution, which grants the Company permission to buy back Shares in
connection with the Tender Offer.

 

The Tender Offer

 

The Board has arranged for Winterflood to conduct the Tender Offer at the
Final Tender Price.

 

The Company's Manager and administrator have calculated the Net Asset Value as
of 30 April 2026, as announced by the Company on 7 May 2026. The valuation of
the unquoted holdings considers all material information that has emerged
since the last quarterly NAV as of 31 March 2026 and was conducted using the
established methodologies and public market comparators, in accordance with
International Private Equity and Venture Capital guidelines. Further
information regarding the valuation process can be found in the annual
financial statements.

 

The Final Tender Price will be paid in cash. Further details of the Tender
Offer are set out in Parts 3 (Further information on the Tender Offer) and 4
(Terms and Conditions of the Tender Offer) of the Circular.

 

The Tender Offer will only be open to Shareholders on the register at 6.00
p.m. on 9 June 2026 (the "Tender Record Date"). For US Shareholders, the
Tender Offer will be open solely to Qualifying US Shareholders. The Tender
Offer is subject to certain conditions set out in paragraph 2 of Part 4 (Terms
and Conditions of the Tender Offer) of the Circular. In addition, the Tender
Offer may be suspended or terminated in certain circumstances, as set out in
paragraphs 8 and 9 of Part 4 (Terms and Conditions of the Tender Offer) of the
Circular.

 

The Tender Offer is intended to enable Eligible Shareholders who wish to sell
some or all of their Shares to elect to do so, subject to the overall limits
of the Tender Offer. Shareholders who successfully tender Shares will receive
the Final Tender Price.

 

An Eligible Shareholder tendering up to their Basic Entitlement will have
their tender satisfied in full. Any Eligible Shareholder tendering more than
their Basic Entitlement will have their Excess Application satisfied if there
are sufficient remaining Shares available to be acquired under the Tender
Offer ("Available Shares"). Such Available Shares shall be apportioned to
Eligible Shareholders pro rata to their Excess Applications should other
Eligible Shareholders not tender the full amount of their Basic Entitlement or
should certain Overseas Shareholders not be able to participate in the Tender
Offer.

 

Shares that are tendered for acceptance under the Tender Offer may not be
sold, transferred, charged or otherwise disposed of. Shares that are tendered
for acceptance under the Tender Offer may only be withdrawn with the prior
consent of the Board.

 

Shareholders' attention is drawn to the letter from Winterflood in Part 2
(Letter from Winterflood Securities Limited) of the Circular and to the
details set out in Parts 3 (Further information on the Tender Offer) and 4
(Terms and Conditions of the Tender Offer) of the Circular which, together
(where applicable) with the Tender Form, constitute the terms and conditions
of the Tender Offer. Details of how to tender Shares can be found in paragraph
4 of Part 4 (Terms and Conditions of the Tender Offer) of the Circular.

 

In making the Tender Offer, Winterflood (acting as principal) will purchase
the Shares which have been validly tendered as principal by means of an
on-market purchase from Tendering Shareholders and will sell the tendered
Shares acquired by it on to the Company pursuant to the terms of the
Repurchase Agreement. All Shares acquired by the Company from Winterflood
under the Repurchase Agreement will be cancelled.

 

General Meeting

 

The formal notice convening the General Meeting, to be held at 1 London Wall
Place, London EC2Y 5AU, at 1.30 p.m. (or as soon thereafter as the preceding
Annual General Meeting has been concluded or adjourned) on 2 June 2026, is set
out at the end of the Circular. The Notice of General Meeting includes the
full text of the Resolutions.

 

Expected Timetable

 

                                                                                 2026
 Publication of the Circular and Tender Offer opens                              7 May
 Latest time and date for receipt of Forms of Proxy, appointment of proxy via    1.30 p.m. on 29 May
 CREST, Proxymity or any other electronic voting instructions for the General
 Meeting
 Annual General Meeting                                                          12.30 p.m. on 2 June
 General Meeting to consider the Tender Offer                                    1.30 p.m.(*) on 2 June
 Results of Annual General Meeting and General Meeting expected to be announced  2 June
 Final Tender Price Determination Date                                           9 June
 Last time and date for receipt of Tender Form, settlement of TTE                1.00 p.m. on 9 June
 Instruction(s) from CREST and Tender Closing Date
 Tender Record Date                                                              6.00 p.m. on 9 June
 Announcement of the results of Tender Offer, Final Tender Price and Basic       11 June
 Entitlement
 Completion of the Tender Offer                                                  12 June
 CREST settlement date: Payments through CREST made and CREST accounts settled   16 June
 Cheques and balancing share certificates despatched to certificated             23 June
 Shareholders

 

* Or as soon thereafter as the preceding Annual General Meeting has been
concluded or adjourned.

 

The times and dates set out in the expected timetable and mentioned throughout
the Circular may, in certain circumstances, be adjusted by the Board (subject
to advice from Winterflood), in which event, details of the new times and
dates will be notified, as required, to the London Stock Exchange and, where
appropriate, to Shareholders and an announcement will be made through a
Regulatory Information Service.

All references to times are to London times.

 

Defined terms used in this announcement shall, unless the context requires
otherwise, have the meanings ascribed to them in the Circular.

 

Enquiries:

Schroder Investment Management Limited

Francesca Davis (Company Secretary)
 
  0207 658 6000

Charlotte Banks (Press)
 
                  0207 658 9063

John Spedding (Head of Investment
Trusts)
 
                0207 658 3206

 

Winterflood

Neil Langford / Rose Ramsden (Corporate Finance)
 
                 +44 (0)20 3100 0000

Darren Willis / Innes Urquhart (Corporate Sales)

 

IMPORTANT INFORMATION

 

This announcement contains forward-looking statements. These forward-looking
statements include all matters that are not historical facts. These
forward-looking statements are made based upon the Company's expectations and
beliefs concerning future events impacting the Company and therefore involve a
number of risks and uncertainties. Forward-looking statements are not
guarantees of future performance, and the Company's actual results of
operations, financial condition and liquidity may differ materially and
adversely from the forward-looking statements contained in this announcement.
Forward-looking statements speak only as of the day they are made and the
Company does not undertake to update its forward-looking statements unless
required by law.

 

Any acceptance or other response to the Tender Offer should be made only on
the basis of information contained in or referred to in the Circular. The
Ciruclar contains important information, including the full terms and
conditions of the Tender Offer, which Shareholders are urged to read
carefully.

 

Winterflood Securities Limited ("Winterflood") is authorised and regulated in
the United Kingdom by the FCA, and is acting exclusively for the Company and
no-one else in relation to the Tender Offer or the matters referred to in this
announcement and will not be responsible to anyone other than the Company for
providing the protections afforded to customers of Winterflood nor for
providing advice in relation to the Tender Offer or the matters referred to in
this announcement. Nothing in this paragraph shall serve to exclude or limit
any responsibilities which Winterflood may have under FSMA or the regulatory
regime established thereunder.

 

Overseas Shareholders

 

The distribution of this announcement in certain jurisdictions may be
restricted by law. It is the responsibility of all Overseas Shareholders to
satisfy themselves as to the observance of any legal requirements in their
jurisdiction, including, without limitation, any relevant requirements in
relation to the ability of such holders to participate in the Tender Offer.

 

Notice for U.S. Shareholders

 

The Tender Offer relates to securities in a non-US company which is registered
in England and Wales and listed on the London Stock Exchange and is subject to
the disclosure requirements, rules and practices applicable to companies
listed in the United Kingdom, which differ from those of the United States in
certain material respects. The Circular has been prepared in accordance with
UK style and practice for the purpose of complying with English law and the
rules of the FCA and of the London Stock Exchange. US Shareholders should read
the entire Circular. The financial information relating to the Company
included in the Circular has not been prepared in accordance with generally
accepted accounting principles in the United States and thus may not be
comparable to financial information relating to US companies. The Tender Offer
is not subject to the disclosure and other procedural requirements of
Regulation 14D under the Exchange Act. The Tender Offer will be made in the
United States pursuant to Section 14(e) of, and Regulation 14E under, the
Exchange Act, subject to the exemptions provided by Rule 14d-1(d) thereunder
and otherwise in accordance with the requirements of the rules of the FCA.
Accordingly, the Tender Offer will be subject to disclosure and other
procedural requirements that are different from those applicable under US
domestic tender offer procedures and law. US Shareholders should note that the
Company is not listed on a US securities exchange, subject to the periodic
reporting requirements of the Exchange Act or required to, and does not, file
any reports with the SEC thereunder.

 

It may be difficult for US Shareholders to enforce certain rights and claims
arising in connection with the Tender Offer under US federal securities laws
since the Company is located outside the United States and its officers and
directors reside outside the United States. It may not be possible to sue a
non-US company or its officers or directors in a non-US court for violations
of US securities laws. It also may not be possible to compel a non-US company
or its affiliates to subject themselves to a US court's judgment.

 

To the extent permitted by applicable law and in accordance with normal UK
practice, the Company, Winterflood or any of their affiliates, may make
certain purchases of, or arrangements to purchase, Shares outside the United
States during the period in which the Tender Offer remains open for
acceptance, including sales and purchases of Shares effected by Winterflood
acting as market maker in the Shares. These purchases, or other arrangements,
may occur either in the open market at prevailing prices or in private
transactions at negotiated prices. In order to be excepted from the
requirements of Rule 14e-5 under the Exchange Act by virtue of Rule
14e-5(b)(12) thereunder, such purchases, or arrangements to purchase, must
comply with the applicable English law and regulation, including the UK
Listing Rules, and the relevant provisions of the Exchange Act. Any such
purchases by Winterflood or its affiliates will not be made at prices higher
than the price of the Tender Offer provided in the Circular, unless the price
of the Tender Offer is increased accordingly. In addition, in accordance with
normal UK market practice, Winterflood and its affiliates may continue to act
as market makers in the Shares and may engage in certain other purchasing
activities consistent with their respective normal and usual practice and
applicable law. Any information about such purchases will be disclosed as
required in the UK and the United States and, if required, will be reported
via the Regulatory Information Service and available on the London Stock
Exchange website at http://www.londonstockexchange.com
(http://www.londonstockexchange.com) .

 

The receipt of cash pursuant to the Tender Offer may be a taxable transaction
for US federal income tax purposes. In addition, holders may be subject to US
backup withholding and information reporting on payments with respect to the
Tender Offer made (or deemed made) within the United States.

 

Neither the Tender Offer nor the Circular have been approved, disapproved or
otherwise recommended by the SEC, any US state securities commission or any
other US regulatory authority, nor have such authorities passed upon the
merits or fairness of the Tender Offer or determined the adequacy of the
information contained in the Circular. Any representation to the contrary is a
criminal offence.

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