REG-Strategic Equity Capital Plc: Result of Tender Offer

Strategic Equity CapitalAnnouncement

15/10/2025 07:02

Strategic Equity Capital plc (“SEC” or the “Company”)

Result of Tender Offer

Further to the publication of the circular on 15 September 2025 (the
“Circular”), the Board is pleased to announce the results of the tender
offer to purchase up to 100 per cent. of the Ordinary Shares in issue
(excluding Ordinary Shares held in treasury).

A total of 9,510,496 Ordinary Shares were validly tendered. This represents
approximately 22 per cent. of the issued share capital of the Company. The
resulting post tender offer Net Asset Value of the Continuing Pool will be
above the minimum size condition of approximately £100 million. Based on the
Net Asset Value as at 13 October 2025, being the latest practicable date prior
to the date of this announcement, the Net Asset Value of the Continuing Pool
will be £142,807,766. A final NAV of the Continuing Pool on the Calculation
Date of 14 October will be published later today.

Under the terms of the Repurchase Agreement, the Tender Offer may comprise a
series of repurchases from Panmure Liberum of a proportion of the Tendered
Shares acquired by it from Eligible Shareholders once significant proportions
of the assets in the Tender Pool have been realised. This will allow Tendering
Shareholders to receive payment for a proportion of their Tendered Shares
before all of the assets in the Tender Pool have been realised. The timing of
these repurchases will be at the discretion of the Board, and the Company will
provide periodic updates via RIS announcements of the progress of the
realisation of assets in the Tender Pool. It is currently expected that all of
the assets in the Tender Pool will be realised not later than 31 October 2026.
If the Directors determine that an Interim Payment should be made, the
relevant Tender Price and relevant payment date will be advised via an RIS
announcement at the appropriate time.

Following the Calculation Date, the assets of the Company have, as nearly as
practicable, been split between the Tender Pool and the Continuing Pool pro
rata to the number of Shares referable to each pool. It is the intention that
the Company will publish a daily NAV per share announcement for both pools.

As stated in the Circular, the Board intends to continue with the Company’s
share buyback programme to manage the discount to Net Asset Value at which the
Ordinary Shares may trade, with 50 per cent. of the net gains from realised
profitable transactions available in each financial year to fund buybacks of
Ordinary Shares, up to a discount of 5.0 per cent. to NAV per Share. Now that
the Tender Offer has closed, the Company will be implementing its share
buyback policy with immediate effect. For the avoidance of doubt, share
buybacks will be funded from the Continuing Pool for the repurchase of
Ordinary Shares in the Continuing Pool. If the net gains from profitable
realisations cannot be used to purchase Ordinary Shares at a discount to Net
Asset Value per Ordinary Share of greater than 5.0 per cent. over an
appropriate time period, it is intended that any remaining proceeds will be
redeployed by the Investment Manager into investments via the Continuing Pool
that are in line with the Company’s investment policy to reduce the
potential adverse impact of uninvested cash on investment performance.

Unless otherwise indicated, capitalised terms used in this announcement have
the same meaning as given to them in the Circular dated 15 September 2025.

William Barlow, Chairman of Strategic Equity Capital plc, commented:

“With nearly 80% of shareholders not tendering their shares, the board
believes this is a strong vote of confidence in SEC’s investment strategy
and its portfolio management team.

“As set out when we proposed the Tender Offer, shares which were tendered
will now be placed in a Tender Pool, with that capital being returned to
Shareholders over the following months, in line with market conditions and the
liquidity of the respective investments. We continue to expect this to be
complete by the end of October 2026, and will keep shareholders updated.

“We also today reaffirm our commitment to SEC’s share buyback programme to
manage the discount to NAV. 50% of net gains from realised profitable
transactions will be allocated to buybacks, up to a 5% discount to NAV, as
explained in more detail in the Circular. Additionally, a further 100%
realisation opportunity will be proposed in 2030.”

LEI: 2138003R5GB8QZU2G577

For further information, please contact:

 Strategic Equity Capital plc William Barlow (Chairman)                                              (via Juniper Partners) +44 (0)131 378 0500    
 Gresham House Asset Management (Investment Manager) Chris Elliott (Managing Director, Wholesale)    +44 (0) 20 3837 6270                          
 Panmure Liberum Limited (Corporate Broker) Chris Clarke / Darren Vickers                            +44 (0)20 3100 2222                           
 Juniper Partners Limited (Company Secretary) Steven Davidson                                        +44 (0)131 378 0500                           
 KL Communications (PR Adviser) Charles Gorman Adam Westall Charlotte Francis                        gh@kl-communications.com +44 (0)20 3882 6644  

NOTICE FOR U.S. SHAREHOLDERS

The Tender Offer relates to securities of a non-U.S. company 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.  A circular has been prepared in accordance with
U.K. style and practice for the purpose of complying with the laws of England
and Wales and the rules of the FCA and of the London Stock Exchange.  U.S.
shareholders should read the entire circular.  The Tender Offer is not
subject to the disclosure or other procedural requirements of Regulation 14D
under the U.S. Securities Exchange Act of 1934, as amended.  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 and the London Stock Exchange.  Accordingly, the Tender Offer will
be subject to disclosure and other procedural requirements that are different
from those applicable under U.S. domestic tender offer procedures and law. 
The Company is not listed on an American securities exchange, is not subject
to the periodic reporting requirements of the Exchange Act and is not required
to, and does not, file any reports with the SEC thereunder.

It may be difficult for U.S. shareholders to enforce certain rights and claims
arising in connection with the Tender Offer under U.S. federal securities
laws, because 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-U.S. company or its officers or directors in a non-U.S.
court for violations of U.S. securities laws.  It also might not be possible
to compel a non-U.S. company or its affiliates to subject themselves to a U.S.
court's judgment.

To the extent permitted by applicable law and in accordance with normal U.K.
practice, the Company or Panmure Liberum 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 Panmure
Liberum acting as market maker in the shares.



Copyright (c) 2025 PR Newswire Association,LLC. All Rights Reserved