REG - Schroders PLC Nuveen, LLC - Clarification of intentions re non-US headquarters

SchrodersAnnouncement

12/02/2026 17:30

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RNS Number : 8424S  Schroders PLC  12 February 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 February 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

 

Clarification of Nuveen and Bidco's intentions regarding its non-US
headquarters

The board of Nuveen and the board of Schroders announced today that they have
agreed the terms of a recommended cash acquisition by Bidco to acquire the
entire issued and to be issued share capital of Schroders (the
"Announcement").  Copies of the Announcement are available at
https://www.nuveen.com/en-us/nuveen-recommended-offer-for-schroders
(https://www.nuveen.com/en-us/nuveen-recommended-offer-for-schroders) and
http://www.schroders.com/nuveenoffer (http://www.schroders.com/nuveenoffer)
.  Terms used but not defined in this announcement have the meanings given to
them in the Announcement.

The board of Nuveen and the board of Schroders note the interview given by
Richard Oldfield, CEO of Schroders, to Bloomberg Television today and wish to
clarify the following: (1) Nuveen and Bidco intend that London will serve as
the combined group's non-US headquarters for at least five years from the
Effective Date; and (2) that none of the statements made in the interview with
Bloomberg Television were "post-offer undertakings" for the purposes of Rule
19.5 of the Takeover Code.

This announcement has been made with the consent of Nuveen and Bidco.

Enquiries:

 Schroders
 Kate Graham, Group Company Secretary                          +44 20 7658 8282

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

Ed Brown

Simone Selzer

Robin Wrench

Further information

This announcement is not intended to and does not constitute or form part of,
and should not be construed as, any offer under any applicable legislation or
a Takeover Offer to sell or subscribe for or any solicitation or invitation to
purchase or subscribe for any securities or financial instruments, or any
advice or recommendation with respect to any such securities or other
financial instruments, or the solicitation of any vote or approval in any
jurisdiction pursuant to the Transaction or otherwise. The Transaction will be
made solely pursuant to the terms of the Scheme Document (or, if the
Transaction is implemented by way of a Takeover Offer, the Offer Document),
which will contain the full terms and conditions of the Transaction, including
details of how to vote in respect of the Transaction. Any decision in respect
of, or other response to, the Transaction should be made only on the basis of
the information contained in the Scheme Document (or, if the Transaction is
implemented by way of a Takeover Offer, the Offer Document).

Schroders will prepare the Scheme Document to be distributed to Schroders
Shareholders. Schroders and Nuveen urge Schroders Shareholders to read the
Scheme Document (or, if the Transaction is implemented by way of a Takeover
Offer, the Offer Document) when it becomes available because it will contain
important information relating to the Transaction.

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

The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
publication of this announcement shall not give rise to any implication that
there has been no change in the facts set forth in this announcement since
such date.

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 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 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 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.

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.

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

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available, free of charge, (subject to certain restrictions relating to
persons resident in Restricted Jurisdictions) on
https://www.nuveen.com/en-us/nuveen-recommended-offer-for-schroders
(https://www.nuveen.com/en-us/nuveen-recommended-offer-for-schroders) and
www.schroders.com/nuveenoffer (http://www.schroders.com/nuveenoffer) and by no
later than 12 noon (London time) on the Business Day following the date of
this announcement. 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.

 

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