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 18th 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. 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
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 Roland Cornish
BeaumontCornishLimited, Nomad
T: (0)20 7628 3396
Isabella Pierre Damon Heath
Shard Capital Partners LLP Broker
T: (0)20 7186 9927
Ana Ribeiro Isabel de Salis
St Brides Partners Ltd, Financial PR
E: seed@stbridespartners.co.uk
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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