REG - Seraphim Space I.T. - Circular and Notice of General Meeting

Seraphim Space Investment TrustAnnouncement

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RNS Number : 6565A  Seraphim Space Investment Trust PLC  16 April 2026

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, THE UNITED STATES, 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 BE UNLAWFUL.

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.

 

16 April 2026

Seraphim Space Investment Trust plc

Publication of Circular and Notice of General Meeting

Further to the announcement on 13 April 2026, noting the Board of Seraphim
Space Investment Trust plc (LSE:SSIT) ("SSIT" or the "Company") is
contemplating a fundraising via an issue of C Shares ("C Share Issue"), the
Board announces the publication of the circular (the "Circular") and notice of
general meeting, setting out the proposals to grant authority for a potential
issue of C Shares and to adopt revised Articles of Association.

Terms not otherwise defined in this Announcement have the meanings given to
them in the Circular.

The Circular contains a notice convening a General Meeting to be held on 6 May
2026.

1        Introduction

The Company was launched as a closed-ended investment company in July 2021 as
the world's first listed SpaceTech fund. SSIT seeks to generate capital growth
over the long term through investment in a portfolio of predominantly private,
growth stage companies providing investors with diversified exposure to a
portfolio of SpaceTech companies, including some of the highest profile Space
companies globally.

The Board believes that the Company is exceptionally well-positioned, as it
approaches the end of its fifth year as a public listed company, for the
following reasons:

•        Since its launch the Company has:

•        Established itself as a differentiated proposition: SSIT
remains the only listed investment trust focused on investing in private,
growth stage SpaceTech companies with a market capitalisation of approximately
£445 million as at 10 April 2026.

•        Built a high‑growth portfolio strongly aligned with sector
tailwinds: SSIT's portfolio consists of 24 holdings, including maturing,
well-capitalised companies, with the top 10 holdings having an average annual
revenue growth rate of 79 per cent.(1) and 85 per cent.(2) of the portfolio
expected to be profitable in 2026. 100 per cent. of the portfolio has dual-use
applications, with over 70 per cent. of the portfolio predominantly focused on
defence.

•        Delivered a strong track record: SSIT has delivered share
price total returns of 278 per cent., 411 per cent. and 88 per cent.,
respectively, over the past one year, three years and since inception to 10
April 2026. This performance has been driven by the Company's private company
portfolio which has delivered a return of 19 per cent. per annum.(3)

•        SpaceTech is the backbone of the next wave of global
megatrends and presents a compelling investment opportunity:

•        The SpaceTech market is now at a critical inflection point.
Recent developments have caused a significant cost reduction in access to
Space, with lower satellite and launch costs - there are few parts of the
global economy that will be unaffected by Space.

•        SpaceTech's accelerating growth is being driven by global
security concerns, increasing national defence budgets, desire for climate
sustainability and the search for the next generation of infrastructure for
telecoms and AI.

•        It is expected that SSIT will benefit from the continued
multi-decade growth in demand for Space-related technologies.

•        Seraphim Space is the world's number 1 SpaceTech investor
with access to extensive global deal flow:

•        Seraphim Space's privileged position in the global SpaceTech
ecosystem gives unparalleled early access to companies that may shape a new
economic revolution.

•        Seraphim Space has invested in 45 SpaceTech companies on
behalf of its fund clients, the outcome of which include nine unicorns, five
IPOs and one trade sale. In addition, it has supported more than 100 SpaceTech
companies through its accelerator programme.

The timing and quantum of any fundraise will be subject to market conditions,
and the Board is seeking the necessary Shareholder approvals for a C Share
Issue now in order to be able to raise funds in a timely manner when market
conditions are deemed appropriate. If a C Share Issue proceeds, deployment of
the C Share Issue proceeds is expected to continue the strategy successfully
executed since IPO. The C Shares would form a separate share class to the
Company's existing Ordinary Shares during their deployment phase, which would
reduce cash drag for existing Shareholders.

Although the Existing Articles contain rights attaching to any C Shares to be
issued by the Company, the Board is seeking Shareholder approval for the
adoption of Revised Articles which will amend the rights attaching to any C
Shares, including to provide for periodic conversions of C Shares into
Ordinary Shares based on the quarterly NAVs as proceeds of a C Share Issue are
invested. Further details on the amendments proposed to the Articles are set
out in paragraph 3 below and the C Share rights, as proposed to be amended,
are set out in full in Part 2 of the Circular.

An issue of C Shares and the adoption of the Revised Articles (together, the
"Proposals") require the approval of Shareholders. The Directors are
accordingly convening a general meeting to be held at 1 Fleet Place, London
EC4M 7WS on 6 May 2026 at 11.00 a.m. to consider and, if thought fit, approve
the Proposals.

2        Proposed fundraising

Use of proceeds and investment pipeline

The net proceeds of any potential C Share Issue will be invested in accordance
with the Company's existing investment policy. The deployment of the net
proceeds of any potential C Share Issue would capitalise on Seraphim Space's
unique position within the Space investment ecosystem to invest in companies
that have come through Seraphim Space's accelerator programme or venture fund,
to double down with conviction by investment in the next cohort of potential
category leaders in SSIT's existing portfolio and to invest in new growth
opportunities, in which Seraphim Space can use information asymmetry to
identify future leaders.

C Shares

If Resolutions 1 and 2 are passed at the General Meeting, the Company will be
permitted to issue up to 350 million C Shares in aggregate to investors
without first having to offer them pro rata to existing Shareholders. The
authorities conferred by Resolutions 1 and 2, if passed, will lapse at the
conclusion of the Company's 2026 annual general meeting. C Shares may be
issued pursuant to one or more placings and/or retail offers at 100 pence per
share.

An issue of C Shares is designed to overcome the potential disadvantages for
existing investors that could arise out of a conventional fixed price issue of
further Ordinary Shares for cash. In particular:

•        the assets representing the net proceeds of any C Share
Issue will be accounted for and managed as a distinct pool of assets until the
C Shares are converted into Ordinary Shares. By accounting for the net
proceeds of any C Share Issue separately, holders of existing Ordinary Shares
will benefit over time from the enhanced portfolio diversification provided by
deploying C Share issue proceeds but without exposure to a substantial amount
of uninvested cash before the C Shares are converted (i.e. eliminating 'cash
drag');

•        the basis on which the C Shares will convert into Ordinary
Shares is such that the Net Asset Value per Ordinary Share will not be diluted
by the issue and conversion of the C Shares into Ordinary Shares. The proposed
revised C Share terms provide for their periodic conversion based on
respective quarterly NAVs, the calculation of which will be subject to
enhanced governance provisions to ensure equitable treatment; and

•        the Net Asset Value of the existing Ordinary Shares will not
be diluted by the expenses associated with any successful C Share Issue, which
will be borne by subscribers for the C Shares.

Whilst there are any C Shares in issue, the Company will operate separate
records and bank and custody accounts so that the assets attributable to the
Ordinary Shares and C Shares respectively can be separately identified and
will allocate to the assets attributable to each class of Shares in issue such
proportion of the income, expenses and liabilities of the Company (including
any Investment Manager's performance fee) incurred or accrued as the Directors
consider to be attributable to each class of Shares in issue.

3        Adoption of Revised Articles

A resolution (Resolution 3) will be put forward at the General Meeting to
adopt the Revised Articles to make changes to the rights attaching to the C
Shares.

The Company has the ability to issue C Shares pursuant to the Existing
Articles, which were adopted at IPO. However, under the Existing Articles none
of the C Shares would convert into Ordinary Shares until at least 80 per cent.
of the proceeds of the relevant issue of C Shares (or such other percentage as
the Directors and Investment Manager may agree) have been invested in
accordance with the Company's investment policy (or, if earlier, 12 months
after the date of their issue).

The Directors are proposing to amend the rights attaching to the C Shares to
provide for relevant proportions of the C Shares to convert into Ordinary
Shares on a periodic basis based on the quarterly NAVs as the proceeds of a C
Share Issue are invested. The proposed conversions of the C Shares are to
enable holders of C Shares to access the Company's portfolio of assets
attributable to the Ordinary Shares in a timely manner as the proceeds of the
C Share Issue are invested, while at the same time ensuring that existing
holders of Ordinary Shares are not exposed to a portfolio with a higher
proportion of uninvested cash and reducing the concentration risk of the
portfolio associated with the Ordinary Shares. Each periodic Conversion is
subject to a minimum amount of the proceeds of the C Share Issue having been
invested.

The proposed changes to the C Share rights also reflect changes in legislation
since IPO, in particular to reflect that an initial issue of C shares by a
closed-ended investment fund no longer requires a prospectus provided, among
other things, that the terms of those C Shares state that the C shares will be
converted into ordinary shares by no later than 18 months following the date
on which they are admitted to trading. The changes proposed to the timing of
each conversion of C Shares into Ordinary Shares also reflects the valuation
process and timings established by SSIT since its IPO.

4        Benefits of a C Share Issue

The Directors believe that a C Share Issue would have the following benefits
for Shareholders:

•        A C Share Issue would provide capital to invest in new
attractive opportunities as well as companies in SSIT's existing portfolio.
Shareholders would therefore remain exposed to the potential growth that
SpaceTech could deliver in the short, medium and long-term.

•        A larger company can reasonably be expected to enjoy higher
trading volumes as it should appeal to a broader range of investors which, in
turn, should improve market liquidity in the Shares.

•        An increase in SSIT's net assets will result in a reduction
in the blended rate of the investment management fee payable to Seraphim Space
(charged at the rate of 1.25 per cent. per annum of net assets up to £300
million and 1.00 per cent. per annum of net assets above £300 million), which
would reduce costs per Share for all Shareholders.

•        The fixed costs of the Company would be spread over a larger
asset base, which would also reduce costs per Share for all Shareholders.

•        The Net Asset Value of the existing Ordinary Shares would
not be diluted by the expenses associated with a successful C Share Issue,
which would be borne by subscribers for the C Shares. The basis on which the C
Shares will convert into Ordinary Shares is such that the Net Asset Value per
Ordinary Share will not be diluted by the issue and conversion of the C Shares
into Ordinary Shares.

5        Considerations associated with a C Share Issue

Shareholders should have regard to the following when considering the
Resolutions:

•        Any C Share Issue would not be made on a pre-emptive basis
and Shareholders who do not, or cannot, participate in any C Share Issue for
an amount at least pro rata to their existing holding will have their
percentage holding diluted, as a C Share will have a voting right equal to an
Ordinary Share.

•        Any C Shares will be converted into Ordinary Shares without
reference to the respective market prices of the Shares.

•        The pool of assets attributable to the C Shares will be
transferred to the Company's portfolio referable to the Ordinary Shares which
may alter the exposure of, and prospective returns from, the existing Ordinary
Shares.

•        The past performance of the Company or of the Investment
Manager is not necessarily indicative of likely future performance.

A copy of the Circular (incorporating the notice of the General Meeting) will
be available shortly for inspection on the Company's website at
https://investors.seraphim.vc/ and on the National Storage Mechanism from the
date of the Circular.

Notes: (1) Fair value weighted average annual revenue growth in 2025; (2) By
fair value, based on latest projections from management teams; (3) All private
company investments made including those which have subsequently become
listed.

 

Enquiries

 Seraphim Space Manager LLP (via SEC Newgate)
 Mark Boggett, CEO / James Bruegger, CIO / Rob Desborough, GP
 SEC Newgate (Communications advisers)                           seraphim@secnewgate.co.uk (mailto:seraphim@secnewgate.co.uk)
 Clotilde Gros / George Esmond / Harry Handyside                 +44 (0) 20 3757 6767
 Deutsche Numis (Joint Corporate Broker)
 Nathan Brown / Vicki Paine                                      +44 (0) 20 7545 8000
 J.P. Morgan Cazenove (Joint Corporate Broker)
 William Simmonds / Rupert Budge                                 +44 (0) 20 3493 8000
 Ocorian Administration (UK) Limited                             seraphimteam@ocorian.com (mailto:seraphimteam@ocorian.com)
 Lorna Zimny                                                     +44 (0) 28 9078 5880

 

Notes to Editors

About Seraphim Space Investment Trust plc

Seraphim Space Investment Trust plc (the "Company") is the world's first
listed fund focused on SpaceTech. The Company seeks exposure predominantly to
early and growth stage private financed SpaceTech businesses that have the
potential to dominate globally and that are sector leaders with first mover
advantages in areas such as climate, communications, mobility and cyber
security.

The Company is listed on the Main Market of the London Stock Exchange.

Further information is available at: https://investors.seraphim.vc
(https://investors.seraphim.vc/) .

About Seraphim Space Manager LLP

Seraphim Space Manager LLP ("Seraphim Space" or the "Manager") is based in
the UK and manages Seraphim Space Investment Trust plc and Seraphim Space
Ventures II LP.

Further information is available at www.seraphim.vc (http://www.seraphim.vc/)
.

About Seraphim Space Accelerator Ltd

Seraphim Space Accelerator Ltd, an affiliate of Seraphim Space Manager
LLP based in the UK, established the Seraphim Space Accelerator in 2018 and
has developed it to become the world-leading VC-led accelerator with a focus
on SpaceTech. The accelerator programme brings in-depth industry expertise to
get Seed and Pre-Series A SpaceTech companies 'investment ready' while
facilitating relationships with some of the world's leading Space corporates
and agencies.

Further information is available at www.seraphim.vc (http://www.seraphim.vc/)
.

About Generation Space LLC

Generation Space LLC is the US subsidiary of Seraphim Space Manager LLP and
is responsible for its US activities. Generation Space LLC is an affiliate
of Seraphim Space Camp Accelerator Ltd and is responsible for delivery of
the US Generation Space Accelerator.

 

IMPORTANT INFORMATION

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN SERAPHIM SPACE INVESTMENT TRUST PLC OR ANY OTHER ENTITY IN ANY
JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION,
SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT
DECISION IN RESPECT OF SERAPHIM SPACE INVESTMENT TRUST PLC OR ANY OTHER
ENTITY.

This Announcement is restricted and is not for publication, release,
transmission, distribution or forwarding, in whole or in part, directly or
indirectly, 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 publication, release or distribution would be unlawful  (or to any
persons in any of those jurisdictions).

This Announcement is not for publication or distribution in or into the United
States of America. This Announcement is not an offer of securities for sale
into the United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as amended, and
may not be offered or sold in the United States, except pursuant to an
applicable exemption from registration. No public offering of securities is
being made in the United States.

This Announcement contains "forward-looking statements" with respect to
certain of the Company's plans and its current goals and expectations relating
to its future financial condition, performance, strategic initiatives,
objectives and results. Forward-looking statements sometimes use words such as
"aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "seek", "may", "could", "would", "likely", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements involve
risk and uncertainty because they relate to future events and circumstances
which are beyond the control of the Company. There are a number of factors
that could cause actual results or developments to differ materially from
those expressed or implied by these forward-looking statements and forecasts.
As a result, the actual future financial condition, performance and results of
the Company may differ materially from the plans, goals and expectations set
forth in any forward-looking statements. No representation or warranty is made
as to the achievement or reasonableness of, and no reliance should be placed
on, such forward-looking statements. Any forward-looking statements made in
this Announcement by or on behalf of the Company speak only as of the date
they are made. These forward-looking statements reflect the Company's judgment
at the date of this Announcement and are not intended to give any assurance as
to future results and the Company cautions that its actual results of
operations and financial condition, and the development of the industry in
which it operates, may differ materially from those made in or suggested by
the forward-looking statements contained in this Announcement.

The information contained in this Announcement is subject to change without
notice and except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any updates,
supplements or revisions to any forward-looking statements contained in this
Announcement to reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on which any
such statements are based, except where required to do so under applicable law
or regulation or by the FCA or the London Stock Exchange.

Deutsche Bank AG is a joint stock corporation incorporated with limited
liability in the Federal Republic of Germany, with its head office in
Frankfurt am Main where it is registered in the Commercial Register of the
District Court under number HRB 30 000. Deutsche Bank AG is authorised under
German banking law. The London branch of Deutsche Bank AG (trading for these
purposes as Deutsche Numis) ("Deutsche Numis") is registered in the register
of the companies for England and Wales (registration number BR000005) with its
registered address and principal place of business at 21 Moorfields, London,
EC2Y 9DB, United Kingdom. Deutsche Bank AG is authorised and regulated by the
European Central Bank and the German Federal Financial Supervisory Authority
(BaFin). With respect to activities undertaken in the UK, Deutsche Numis is
authorised by the Prudential Regulation Authority. It is subject to regulation
by the Financial Conduct Authority and limited regulation by the Prudential
Regulation Authority.

J.P. Morgan Securities plc (which conducts its UK investment banking
activities as J.P. Morgan Cazenove) ("JPMC"), is authorised by the PRA and
regulated in the United Kingdom by the PRA and the FCA.

Each of Deutsche Bank and JPMC is acting for the Company and no other person
in connection with the matters described in this Announcement.  Deutsche Bank
and JPMC will not be responsible to any person other than the Company for
providing any of the protections afforded to clients of Deutsche Bank or JPMC,
nor for providing any advice in relation to any matter referred to in this
Announcement.

 

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