REG - Baillie Gifford Shin - Baillie Gifford Shin Nippon Tender Offer Results

Baillie Gifford Shin NipponAnnouncement

02/03/2026 07:00

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RNS Number : 8124U  Baillie Gifford Shin Nippon PLC  02 March 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO CANADA, AUSTRALIA, JAPAN,
NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EEA OR ANY
OTHER JURISDICTION WHERE TO DO SO MAY RESULT IN THE CONTRAVENTION OF ANY
REGISTRATION OR OTHER LEGAL REQUIREMENT OF SUCH JURISDICTION. THE INFORMATION
CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN ANY
JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION TO
PARTICIPATE IN THE TENDER OFFER (AS DEFINED HEREIN) IN OR FROM ANY
JURISDICTION IN OR FROM WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS
UNLAWFUL TO MAKE SUCH OFFER UNDER APPLICABLE SECURITIES LAWS OR OTHERWISE.

2 March 2026

Baillie Gifford Shin Nippon PLC (BGS)

Legal Entity Identifier: X5XCIPCJQCSUF8H1FU83

 

Result of Tender Offer

Baillie Gifford Shin Nippon PLC (the "Company") is pleased to announce the
results of the Tender Offer for up to 15 per cent. of the Company's issued
share capital, as set out in the circular published on 23 January 2026 (the
"Circular"). The Tender Offer was approved by Shareholders at a general
meeting of the Company held on 18 February 2026 and Tender Offer elections
closed at 1.00 p.m. on 26 February 2026.

A total of 122,008,687 Shares were validly tendered under the Tender Offer. As
a result, the Tender Offer was oversubscribed. Eligible Tendering Shareholders
were entitled to tender up to 15 per cent. of their Shares (the "Basic
Entitlement"), and they may also have tendered additional Shares, but any such
excess tenders above the Basic Entitlement would only be satisfied, on a pro
rata basis, to the extent that other Eligible Tendering Shareholders tendered
less than their aggregate Basic Entitlement.

Accordingly, the Basic Entitlement of all Shareholders who validly tendered
their Shares will be accepted in full and excess tenders will be satisfied to
the extent of 6.194518 per cent. of the excess Shares tendered (rounded down
to the nearest whole share). Consequently, 36,798,009 Shares have been
accepted pursuant to the Tender Offer, being 15 per cent. of the issued share
capital of the Company (excluding any shares held in treasury).

Shareholders that have successfully tendered their Shares will receive the
Tender Price per Share, being the NAV per Share as at the Calculation Date for
the Tender Offer less the Tender Costs (as defined in the Circular) less a 2
per cent. discount, expected to be announced on or around 9 March 2026. Cash
payments through CREST and certificates despatched to certified Shareholders
are expected to be made in the week beginning 16 March 2026.

Capitalised terms used in this announcement, unless otherwise defined, have
the same meanings as set out in the Circular.

 

 

 

Expected Remaining Timetable

                                                                                2026
 Calculation Date                                                               Close of business on 6 March
 Tender Price announced                                                         On or around 9 March
 CREST Settlement Date: payments through CREST made and CREST accounts settled  Week beginning 16 March
 for tendered Shares. Cheques for certificated Shareholders despatched.
 Definitive Share certificates are despatched to certificated Shareholders      Week beginning 16 March

 

Enquiries

For further information please contact:

 Winterflood Securities

 Neil Morgan and Innes Urquhart   +44 (0) 20 3100 0000

 Baillie Gifford & Co Ltd         crtallenquiries@bailliegifford.com

 Anzelm Cydzik

 

Notice to US Shareholders

The Tender Offer relates to securities in a non-U.S. company registered in
Scotland with a listing on the London Stock Exchange and is subject to the
disclosure and procedural requirements, rules and practices applicable to
companies listed in the United Kingdom, including with respect to the Tender
Offer timetable settlement procedures, withdrawal, waiver of conditions and
timing of payments, 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 the laws of the United Kingdom, the Listing
Rules and the rules of the London Stock Exchange. The Tender Offer is being
made solely by means of the Circular and related tender offer documents. U.S.
Shareholders should read the entire Circular. Any financial information
relating to the Company has been prepared in accordance with UK GAAP and has
not been prepared in accordance with generally accepted accounting principles
in the United States; thus it may not be comparable to financial information
relating to U.S. companies. The Tender Offer is being made in the United
States pursuant to Section 14(e) of, and Regulation 14E under, the U.S.
Securities Exchange Act of 1934 as amended (the Exchange Act), subject to the
exemptions provided by Rule 14d-1 (d) thereunder and otherwise in accordance
with the requirements of the Listing Rules of the Financial Conduct Authority.
Accordingly, the Tender Offer will be subject to disclosure and other
procedural requirements that are different from those applicable under U.S.
domestic tender offer procedures. U.S. Shareholders should note that the
Company is not listed on a U.S. 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 The Tender Offer is made to U.S.
shareholders on the terms and conditions that are no less favourable than as
those made to all other shareholders whom an offer is made and any
informational documents are disseminated to U.S. shareholders on a basis
comparable to the method that such documents are provided to other
shareholders, subject to applicable law and regulatory requirements.

It may be difficult for U.S. Shareholders to enforce certain rights and claims
arising in connection with the Tender Offer under U.S. 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-U.S. company or its officers or Directors in a non-U.S. court for
violations of U.S. securities laws. It also may not be possible to compel a
non-U.S. company or its affiliates to subject themselves to a U.S. court's
judgment. Judgments of U.S. courts are generally not enforceable in the UK. In
addition, original actions, or actions for the enforcement of judgments of
U.S. courts, based on the civil liability provisions of the U.S. federal
securities laws, may not be enforceable in the UK.

To the extent permitted by applicable law regulations, the Company,
Winterflood, or any of their affiliates may from time to time, directly or
indirectly, 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. To the extent permitted by
applicable law and regulations, and subject to compliance with the condition
of 14e-5 and any available exemption thereunder (including, Rule 13-5(b)(12),
such purchases, or arrangements to purchase, will be effected outside the
United States and made in compliance with applicable UK law and regulation,
including the UK Listing Rules. Any information about such purchases will be
disclosed as required in the United Kingdom and the United States and, if
required, will be reported via the Regulatory Information Service of the
London Stock Exchange. To the extent that such information is made public in
the United Kingdom, this information will also be publicly available to
Shareholders in the United States.

The receipt of cash pursuant to the Tender Offer may be a taxable transaction
for U.S. federal income tax purposes. Each U.S. Shareholder should consult and
seek individual tax advice from an appropriate professional adviser.

Neither the SEC nor any U.S. state securities commission has approved or
disapproved of this transaction or pass upon the merits or fairness of such
transaction or passed upon the adequacy of the information contained in the
Circular. Any representation to the contrary is a criminal offence.

For the purposes of the Circular, the "United States", "United States of
America", "U.S." and "US" means the United States of America, its territories
and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island and the Northern Mariana Islands), any state of
the United States of America and the District of Columbia.

Important information

The Company's LEI number is X5XCIPCJQCSUF8H1FU83.

The Tender Offer is made only on the terms, and subject to the conditions, set
out in the Circular (and, in the case of Shares held in certificated form, in
the associated Tender Form).

 

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