REG - Schroders PLC Nuveen, LLC - Results of Court Meeting and General Meeting

SchrodersAnnouncement

Today 17:15

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260416:nRSP8188Aa&default-theme=true

RNS Number : 8188A  Schroders PLC  16 April 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

16 April 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

Results of Court Meeting and General Meeting

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 acquisition
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 2006 (the "Scheme"). On 12
March 2026, Schroders published a scheme document in connection with the
Acquisition, setting out the terms and conditions of the Scheme (the "Scheme
Document").

Schroders is pleased to announce that at the Court Meeting and General Meeting
held earlier today in connection with the Acquisition:

(A)  the requisite majority of Scheme Shareholders voted in favour of the
resolution to approve the Scheme at the Court Meeting; and

(B)  the requisite majority of Schroders Shareholders voted in favour of the
Special Resolution to implement the Scheme, including the amendment of
Schroders' Articles of Association, at the General Meeting.

Details of the resolutions passed are set out in the notices of the Court
Meeting and the General Meeting contained in Parts IX and X of the Scheme
Document, respectively.

Capitalised terms used in this announcement shall, unless otherwise defined,
have the meanings set out in the Scheme Document.

Voting results of the Court Meeting

The table below sets out the results of the poll conducted at the Court
Meeting. Each Scheme Shareholder, present (in person or by proxy), was
entitled to one vote per Scheme Share held at the Voting Record Time.

 Results of Court Meeting  Scheme Shares voted        Scheme Shareholders who voted**     No. of Scheme Shares voted as a % of the Scheme Shares eligible to be voted at
                                                                                          the Court Meeting*
                           Number         %*          Number            %*
 FOR                       1,139,864,822  99.92       241               85.46             71.03
 AGAINST                   951,715        0.08        41                14.54             0.06
 TOTAL***                  1,140,816,537  100         282               100               71.09

* Rounded to two decimal places.

** Where a Scheme Shareholder has cast some of their votes "for" and some of
their votes "against" the resolution, such Scheme Shareholder has been counted
as having voted both "for" and "against" the resolution for the purposes of
determining the number of Scheme Shareholders who voted as set out in this
column.

*** The aggregate of Scheme Shareholders voting "for" and "against" the
resolution as set out in this row exceeds the total number and percentage of
Scheme Shareholders who voted because 6  registered members gave instructions
for votes to be cast "for" the resolution in respect of part of their holding
of Scheme Shares and "against" the resolution in respect of another part of
their holding of Scheme Shares.

Voting results of the General Meeting

The table below sets out the results of the poll conducted at the General
Meeting. Each Schroders Shareholder present (in person or by proxy) was
entitled to one vote per Schroders Share held at the Voting Record Time.

                                     Votes FOR**            Votes AGAINST     Total votes    Votes WITHHELD***
                                     Number         %*      Number   %*       Number         Number
 Approval of the Special Resolution
 (a)                                 1,138,317,958  99.93%  813,772  0.07%    1,139,131,730  36,385
 (b)                                 1,138,338,368  99.93%  788,659  0.07%    1,139,127,027  41,088

 

* Rounded to two decimal places.

** Includes discretionary votes.

*** A vote withheld is not a vote in law and is not counted in the calculation
of the proportion of votes "for" or "against" the Special Resolution.

The total number of Schroders Shares in issue at the Voting Record Time was
1,612,071,525. Of those, 1,360,247 Schroders Shares were held in treasury.
Consequently, the total number of voting rights in Schroders at the Voting
Record Time was 1,610,711,278.

A copy of the Special Resolution passed at the General Meeting will shortly 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) .

The Company has today uploaded to the National Storage Mechanism a copy of the
Articles of Association approved at the General Meeting. A copy of the Special
Resolution and the Articles of Association will be filed at Companies House.

Expected Timetable

The outcome of today's Court Meeting and General Meeting means that Conditions
2(A) and 2(B) (as set out in Part III of the Scheme Document) have been
satisfied.

The Scheme remains subject to the satisfaction (or, where applicable, waiver)
of the remaining Conditions and further terms set out in the Scheme Document,
including the sanction of the Court at the Court Sanction Hearing and the
delivery of a copy of the Court Order to the Registrar of Companies.

The expected timetable of principal events for the implementation of the
Scheme remains as set out on pages 14 to 15 (inclusive) of the Scheme
Document. The dates are indicative only and are subject to change. The dates
will depend, among other things, on the dates upon which: (i) the Conditions
are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the
Scheme; and (iii) the Court Order is delivered to the Registrar of Companies.
Any updates to the dates and/or times in the expected timetable will be
notified by announcement through the Regulatory Information Service of the
London Stock Exchange.

Prior to the Scheme becoming Effective, applications will be made to the
London Stock Exchange and the FCA for the Schroders Shares to cease to be
admitted to trading on the Main Market of the London Stock Exchange and to
cancel their listing on the Official List, respectively. It is expected that
the cancellation of listing of the Schroders Shares will take effect on the
Business Day following the Effective Date (and subject to the Scheme becoming
Effective).

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.

Further information

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 an invitation to
purchase any securities; a solicitation of an offer to buy, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities pursuant to the
Acquisition or otherwise; or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise; nor shall there be any
purchase, sale, issuance or exchange of securities or such solicitation in any
jurisdiction in which such offer, solicitation, sale issuance or exchange is
unlawful.

The Acquisition is being made solely by means of the Scheme Document (or, if
the Acquisition is implemented by way of a Takeover Offer, the offer document)
which, together with any related Forms of Proxy, contains the full terms and
conditions of the Acquisition.

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.

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

Important notices about financial advisers

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 shareholders

The release, publication or distribution of this announcement in, into or from
jurisdictions other than the United Kingdom, and the availability of the
Acquisition to Schroders Shareholders who are not resident in the United
Kingdom, may be restricted by the laws of those jurisdictions and therefore
persons into whose possession this announcement comes should inform themselves
about and observe such restrictions. To the fullest extent permitted by
applicable law, the companies and persons involved in the Acquisition disclaim
any responsibility or liability for the violation of such restrictions by any
person.

Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction.
Accordingly, copies of this announcement and all documents relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a Restricted
Jurisdiction, and persons receiving this announcement and all documents
relating to the Acquisition (including custodians, nominees and trustees) must
not mail or otherwise distribute or send them in, into or from such Restricted
Jurisdiction. If the Acquisition is implemented by way of Takeover Offer
(unless otherwise permitted by applicable law or regulation), the Takeover
Offer may not be made, directly or indirectly, in or into, or by use of mails
or any other means or instrumentality (including, without limitation,
facsimile, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the Takeover
Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities or from within any Restricted Jurisdiction.

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 United
Kingdom. Nothing in this announcement should be relied on for any other
purpose. Overseas Shareholders should consult their own professional advisers
with respect to the legal and tax consequences of the Scheme.

Further details in relation to Overseas Shareholders are contained in
paragraph 16 of Part II (Explanatory Statement) of the Scheme Document.

The Acquisition shall be subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange and the FCA.

Forward-looking statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, 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 Acquisition 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 Acquisition; 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, the TIAA 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. None of Bidco, the Nuveen Group, the TIAA Group or the
Schroders Group, or 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.

No profit forecasts or profit estimates

No statement in this announcement is intended as, or is to be construed as, a
profit forecast or profit estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or earnings per
Schroders Share for the current or future financial years would necessarily
match or exceed the historical published earnings or earnings per share for
Schroders Shares.

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
and any document incorporated by reference will be made available, free of
charge, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Schroders' website at
www.schroders.com/nuveenoffer (http://www.schroders.com/nuveenoffer) and
Nuveen's website at
https://www.nuveen.com/global/nuveen-recommended-offer-for-schroders
(https://www.nuveen.com/global/nuveen-recommended-offer-for-schroders) by no
later than 12.00 noon (London time) on the Business Day following the date of
this announcement.

For the avoidance of doubt, the contents of these websites are not
incorporated into, and do not form part of, this announcement.

General

If you are in any doubt as to the contents of this announcement or the action
you should take, you should consult your stockbroker, bank manager, solicitor,
accountant or other independent financial adviser who, if you are taking
advice in the United Kingdom, is authorised pursuant to FSMA or, if you are
taking advice outside the United Kingdom, is an appropriately authorised
independent professional 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  ROMGZGMDKVVGVZM



            Copyright 2019 Regulatory News Service, all rights reserved