REG - Schroders Cap Glbl - Tender Offer Reminder

Schroders Capital Global Innovation TrustAnnouncement

11/07/2025 07:00

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RNS Number : 6203Q  Schroders Capital Global Innovation  11 July 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.

Legal Entity Identifier:  2138008X94M7OVE73I77

11 July 2025

Schroders Capital Global Innovation Trust plc

("INOV" or the "Company")

 

Tender Offer Reminder

 

The Company wishes to remind Eligible Shareholders of the proposed tender
offer for up to £37 million (the "Tender Offer"), as described in the
circular published by the Company dated 19 June 2025 containing details of the
Tender Offer and convening the general meeting of the Company held on 10 July
2025 (the "Circular").

 

The Tender Offer, which was approved by Shareholders at the General Meeting
held on 10 July 2025, 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 deadline for receipt of Tender Forms and the settlement of TTE
Instructions is 1.00 p.m. on 23 July. The Final Tender Price will be announced
on or around 25 July 2025. Please note that deadlines through platforms may be
earlier.

 

It is expected that communications in relation to future tender offers will be
sent to Shareholders via

email. If you wish to receive email notifications with details of future
tender offers, please register using the following web address:
https://www.schroders.com/inovcomms (https://www.schroders.com/inovcomms) .

 

Expected Timetable

 

                                                                                2025
 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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