REG - Seed Innovations Ltd - Tender Offer

Seed InnovationsAnnouncement

14/08/2025 07:00

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RNS Number : 2504V  Seed Innovations Limited  14 August 2025

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

14 August 2025

SEED Innovations Limited

("SEED" or the "Company")

 

Launch of Tender Offer to Return Capital to Shareholders

 

SEED Innovations Limited (AIM: SEED), the AIM-quoted investment company,
confirms the launch of a Tender Offer to return up to £1.91 million to
Eligible Shareholders through the repurchase of up to 86,826,818 Ordinary
Shares at a price of 2.2 pence per share.

 

The price of 2.2 pence per share represents a 12.8% premium to the trading
price of the Company's shares on AIM at the close of business on 17 July 2025
(the last trading day prior to publication of the Shareholder Circular
(referenced below) setting out terms of the proposed Tender Offer) and
represents a c.25% premium to the 200-day moving average price (1.77 pence) of
the Company's shares. The Board does not consider a shorter VWAP comparison
suitable as the VWAP over a shorter period has been materially impacted by
announcement on 18 July 2025 of the Tender Offer, changes to the Board, and
proposed adoption of the new investing policy.

 

Whilst the Tender Price remains below the Company's current share price, it
has not been adjusted from the level first announced on 18 July 2025. The
decision reflects the positive market response to the Tender Offer, proposed
changes to the Board, and the revised investing policy focusing on robotics
and AI.

 

Nevertheless, the Tender Offer provides shareholders who wish to exit an
additional liquidity opportunity to do so.

 

The launch of the Tender Offer follows the approval of various resolutions by
shareholders at the Company's Annual General Meeting ('AGM') held on 13 August
2025 and forms part of the Board's strategy as set out in the Shareholder
Circular dated 18(th) July 2025.

 

Eligible Shareholders may tender up to 45% of their holding. The Tender Offer
is open only to shareholders on the register at 6.00 p.m. on the Record Date
of 5 September 2025. Shares purchased under the Tender Offer will be
cancelled, resulting in a reduction of the Company's issued share capital.

 

Timetable of Principal Events:

 Event                                                Date
 Publication of Circular                              14 August 2025
 Record Date for Tender Offer                         6.00 p.m. on 5 September 2025
 Latest time for receipt of Tender Offer acceptances  11.00 a.m. on 5 September 2025
 Results of Tender Offer announced                    By 8.00 a.m. on 8 September 2025
 Settlement (CREST and cheque dispatch)               By 19 September 2025

 

Rationale for the Tender Offer

As outlined in the Tender Offer Circular, the Board continues to believe that
the Company's shares trade at a significant and persistent discount to NAV,
despite a robust cash position and resilient portfolio performance. With
shareholder approval of the new investing policy focused on robotics and
artificial intelligence ('AI'), and, subject to regulatory approval, the
proposed board appointments detailed in the Notice of AGM, the Company remains
confident in SEED's long-term potential.

 

However, the Board recognises that some shareholders may prefer a near-term
return of capital. The Tender Offer therefore provides a balanced and timely
mechanism to return value to shareholders while preserving sufficient
flexibility for the Company to pursue its new strategic direction.

 

Director Participation

Certain Directors, former Directors and significant shareholders, including Mr
Jim Mellon and Galloway Limited (a company indirectly wholly owned by Mr
Mellon), have provided undertakings not to participate in the Tender Offer,
subject to their aggregate interest not exceeding 29.9% of the Company's
issued share capital.

 

Important Information

Shareholders who do not wish to participate in the Tender Offer are not
required to take any action.

 

This announcement is not a recommendation or invitation to participate in the
Tender Offer. Shareholders should read the full terms and conditions set out
in the Circular before deciding whether to tender their shares. If in doubt,
shareholders should consult their stockbroker, bank manager, solicitor,
‎accountant or other independent financial adviser authorised under the
Financial Services and ‎Markets Act 2000, as amended, if they are a resident
in the United Kingdom or, if not, from another ‎appropriately authorised
financial adviser without delay.‎

 

Further Information

Further information on the background to and terms of the Tender Offer is set
out in a circular being posted to shareholders today (the "Circular") and
available on the Company's website at:

https://seedinnovations.co/investor-centre/aim-rule-26
(https://seedinnovations.co/investor-centre/aim-rule-26) . This is also
available by clicking or pasting the following link into your website browser:

http://www.rns-pdf.londonstockexchange.com/rns/2504V_1-2025-8-13.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/2504V_1-2025-8-13.pdf)

 

Certain regulatory information is included in Appendix 1 below.

 

ENDS

 

For further information on the Company please visit: www.seedinnovations.co
or contact:

 

 Lance de Jersey    SEED Innovations Ltd             E: info@seedinnovations.co 
 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

 

Appendix 1

The following information is included for regulatory reason in respect of the
Tender Offer

 

 Issuer/Company Name                               Seed Innovations Limited
 Security/Securities                               Ordinary Shares of 1p each
 ISIN(s)                                           GG00BRK9BQ81
 TIDM(s)                                           SEED
 Tender Offer opened                               14 August 2025
 Tender Price                                      2.2pence
 Currency of Tender Price (eg GBP / USD)           GBP
 Record Date                                       6.00pm 5 September 2025
 Last day for receipt of Tender elections          11.00am 5 September 2025
 Calculation Date (if applicable)                  N/A
 Date of General Meeting                           13 August 2025
 Settlement of Tender Consideration (Pay Date)     By 19 September 2025

 

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated
Adviser and is authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed
solely to the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing protections
afforded to customers of Beaumont Cornish nor for advising them in relation to
the proposed arrangements described in this announcement or any matter
referred to in it.

 

 

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