REG - Seed Innovations Ltd - Notice of AGM & Publication of Circular

Seed InnovationsAnnouncement

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RNS Number : 5754R  Seed Innovations Limited  18 July 2025

Seed Innovations Ltd / AIM: SEED / Sector: Closed End Investments

18 July 2025

SEED Innovations Limited

("SEED" or the "Company")

 

Notice of AGM & Publication of Circular

 

Proposed Tender & Update of Investing Policy

 

SEED Innovations Ltd, the AIM-quoted investment company offering exposure to
disruptive, high-growth, life sciences and technology ventures typically
inaccessible to everyday investors, is pleased to announce that its Annual
General Meeting ("AGM") will be held at 2 p.m. (BST) on the 13 August 2025 at
Suite 8, 16-20 Upper House, Smith Street, St Peter Port, Guernsey and
broadcast virtually via Investor Meet Company (see instructions to enable
participation below).

 

A copy of the Company's Annual Report & Audited Financial Statements (the
"Annual Report"), as well as Notice of AGM, including Form of Proxy and the
Circular, have been published and are available to view and download on the
Company's website: https://seedinnovations.co/ (https://seedinnovations.co/) .

 

Additional exceptional items of business are proposed for and following the
meeting:

·    A Tender Offer for up to 45% of the issued Ordinary Share capital of
the Company;

·    The adoption of a new investing policy to focus the Company's future
investments more particularly on robotics and AI opportunities; and

·    Proposed changes to the Board of Directors (following the AGM).

 

These items are in addition to the more normal business of:

·    Receiving the Annual Report

·    Reappointment of Auditors and Directors

·    Approval of Board Authorities to:

o  Issue new Shares (including dis-application of pre-emption rights)

o  Conduct Market Buy-Backs

 

Background to the Proposals (excerpts taken from the Circular)

As indicated in previous shareholder meetings and communications, in the
absence of further meaningful investments which the Company believes could
deliver significant returns to shareholders, the Board would explore options,
including the possible return of capital to shareholders, that could
reinvigorate the Company with a view to narrowing the continually
disproportionate discount of its share price to its NAV.

 

Over recent weeks and following the increase in his aggregate interest to over
18 per cent, the Company has been in discussion with its former chairman, Jim
Mellon, and his team about ways in which this might be achieved. This has
resulted in the proposed adoption of a new investing policy for shareholder
approval as detailed more fully below (New Investing Policy).

 

Concurrent with the proposed adoption of the New investing Policy, the Board
is proposing a resolution which would give the Company authority to undertake
a tender offer to buy-back Ordinary Shares to enable shareholders to realise
some of their shareholding off market at a premium to recent share prices.
Whilst the Board hopes shareholders will support the adoption of the New
Investing Policy and share the Board's belief that there is greater potential
upside retaining their Ordinary Shares (as opposed to participating in the
tender offer), the Board is cognisant that some shareholders may prefer a
partial return of capital. If the required resolutions are passed to enable a
Tender Offer then, whilst the broad terms are outlined below, it would be
subject to the publication of a Tender Offer Document detailing all the terms
and timetable of the offer together with more substantive details on the plans
for the Company following the approval of the resolutions being tabled at the
AGM. The Tender Offer will only be available to "Eligible Shareholders" (and
any shareholder resident in a restricted overseas jurisdiction or who does not
otherwise satisfy the criteria required by the Company to be eligible will not
be entitled to participate in the Tender Offer).

 

It is also proposed that immediately following the AGM, Jim Mellon and Denham
Eke will join the board as Chairman and Non Executive Director respectively.

 

In addition, following discussions between the non-executive Directors and
each of Ed McDermott and Alfredo Pascual, it has been mutually agreed that
each of Ed and Alfredo will step down as Directors and terminate their
positions as CEO and Executive Director, Investment Research respectively to
focus on their other interests. Ed and Alfredo have also agreed to be
available to the New Board for up to six months after stepping down to assist
with the transition of the management of the existing portfolio of
investments.

 

Luke Cairns shall be reverting to his role as Senior Independent Non Executive
Director and Lance De Jersey, subject to his re-election under Resolution 3,
shall continue in his role as Finance Director. Therefore, the proposed Board
post the AGM (New Board) would comprise:

1.   Jim Mellon - Non executive Chairman;

2.   Luke Cairns - Senior Independent Non executive Director;

3.   Lance de Jersey - Finance Director; and

4.   Denham Eke - Non executive Director.

 

It is the collective view of both the existing and New Board that these
proposed changes are in the best interests of the Company and its shareholders
and the ability to work proactively and collegiately in the months following
any changes will ensure continuity and no inadvertent loss of value of
knowledge around the current portfolio whilst the New Investing Policy, if
approved, is implemented.

 

Shareholders that wish to attend the AGM remotely should register for the
event in advance by using the following link:
https://www.investormeetcompany.com/seed-innovations-limited/register-investor.
Investors who already follow SEED Innovations Ltd, on the Investor Meet
Company platform will automatically be invited.

 

Given that the proposed, exceptional business of the meeting will shape the
future focus of the Company, the Board strongly urge all shareholders to vote
(or instruct their broker and/or nominees accordingly) by return of their
proxies in accordance with the instructions found in the Notice of AGM and
accompanying Circular, both of which can be found on the SEED website at
https://seedinnovations.co/investor-centre/aim-rule-26
(https://seedinnovations.co/investor-centre/aim-rule-26) under the subheading
"Admission documents and circulars".  These are also available by clicking or
pasting the following link into your website browser:
http://www.rns-pdf.londonstockexchange.com/rns/5754R_1-2025-7-17.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/5754R_1-2025-7-17.pdf)

 

- Ends -

 

For further information on the Company please visit: www.seedinnovations.co
(http://www.seedinnovations.co/)  or contact:

 

 Ed McDermott        SEED Innovations Ltd             E: info@seedinnovations.co 

 Lance de Jersey                                       
 James Biddle        Beaumont Cornish Limited,        T: (0)20 7628 3396

 Roland Cornish      Nomad                             
 Isabella Pierre     Shard Capital Partners LLP       T: (0)20 7186 9927

 Damon Heath         Broker
 Ana Ribeiro         St Brides Partners Ltd,          E: seed@stbridespartners.co.uk

 Isabel de Salis     Financial PR

 

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