REG - Schroders Cap Glbl - Circ re. Tender Offer

Schroders Capital Global Innovation TrustAnnouncement

19/06/2025 07:00

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RNS Number : 4767N  Schroders Capital Global Innovation  19 June 2025

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:  2138008X94M7OVE73l77

19 June 2025

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 £37 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"). Conditional on the approval of those proposals, the Board
committed to consider methods to return capital to Shareholders as
realisations of the Company's assets are made over time. It was anticipated
that capital would be returned to Shareholders by way of successive tender
offers and, following further careful consideration by the Board and its
advisers of methods of returning capital available to the Company in a form
that should generally be treated as capital in nature for most UK resident
Shareholders, it has been determined that successive tender offers are the
most appropriate method of returning capital ahead of a voluntary liquidation
of the Company.

 

Following the realisation of Araris Biotech in April and an anticipated
partial realisation of the Company's interests in AI Company II, 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 make a capital
return of up to £37 million less costs by way of the Tender Offer.

 

The Tender Offer, which is subject to Shareholder approval at a general
meeting to be held at 2.30 p.m. on 10 July 2025 (the "General Meeting"), is
being made at the Final Tender Price. Based on the Estimated Net Asset Value
per Share of 21.36 pence as at 31 May 2025, less the pro rata anticipated
costs of the Tender Offer, the Final Tender Price would be 21.119983 pence per
Share as at the date of the Circular (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 Estimated
Net Asset Value per Share of 21.36 pence as at 31 May 2025, less the pro rata
anticipated costs of the Tender Offer, but updated for any events in the
Company's portfolio prior to 18 July 2025 (the "Final Tender Price
Determination Date") which would lead to a material change in the Company's
Estimated 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 25 July 2025. Further
information on how the Estimated Net Asset Value per Share has been calculated
is set out in paragraph 1.2 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 £37 million less cost, if the maximum number of Shares under the
Tender Offer are tendered this would result in the purchase of approximately
21.42 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 28 July 2025. 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 Alternative Investment Fund Manager and administrator have
calculated the Estimated Net Asset Value as of 31 May 2025. The valuation of
the unquoted holdings considers all material information that has emerged
since the last published NAV as of 31 March 2025 and was conducted using the
established methodologies and public market comparators, in accordance with
International Private Equity and Venture Capital guidelines. Further
information of the valuation process can be found in the annual financial
statements.

 

The Company will pay the Final Tender Price 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 23 July 2025 (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 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 and as a result of certain Overseas Shareholders not being 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.

 

In making the Tender Offer, Winterflood 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 2.30 p.m. on 10 July 2025, is set out at the end of
the Circular. The Notice of General Meeting includes the full text of the
Resolutions.

 

Expected Timetable

 

                                                                                2025
 Publication of the Circular and Tender Offer opens                              19 June
 Latest time and date for receipt of Forms of Proxy, appointment of proxy via   2.30 p.m. on 8 July
 CREST, Proxymity or any other electronic voting instructions for the General
 Meeting
 Time and date of General Meeting                                               2.30 p.m. on 10 July
 Result of General Meeting expected to be announced                             10 July
 Final Tender Price Determination Date                                          18 July
 Last time and date for receipt of Tender Form, settlement of TTE               1.00 p.m. on 23 July
 Instruction(s) from CREST and Tender Closing Date
 Tender Record Date                                                             6.00 p.m. on 23 July
 Announcement of the results of Tender Offer, Tender Price and Basic            25 July
 Entitlement
 Completion of the Tender Offer                                                 28 July
 CREST settlement date: Payments through CREST made and CREST accounts settled  30 July
 Cheques and balancing share certificates despatched to certificated            8 August
 Shareholders

 

The above times and/or dates may be subject to change and in the event of such
change, the revised times and/or dates will be notified to Shareholders by an
announcement 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 dated 19 June
2025.

 

Enquiries:

Schroder Investment Management Limited

Katherine Fyfe (Company Secretary)
 
 
0207 658 3136

Charlotte Banks
(Press)
 
 
0207 658 9063

John Spedding (Head of Investment
Trusts)
 
                0207 658 3206

 

Winterflood

Neil Langford / Rose Ramsden / Sophia Bechev (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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