REG-Strategic Equity Capital Plc: Tender Offer for up to 100 per cent. of issued share capital and Notice of General Meeting

Strategic Equity CapitalAnnouncement

Mon 07:02

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO AUSTRALIA,
CANADA, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE ITS
RELEASE, PUBLICATION OR DISTRIBUTION IS OR MAY BE UNLAWFUL.  THIS
ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION TO PARTICIPATE IN THE TENDER
OFFER (AS DEFINED HEREIN) IN OR FROM ANY JURISDICTION IN OR FROM WHICH, OR TO
OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER UNDER
APPLICABLE SECURITIES LAWS OR OTHERWISE.

15 September 2025

Strategic Equity Capital plc (‘SEC’ or the ‘Company’)

Tender Offer for up to 100 per cent. of issued share capital via a realisation
pool mechanism

And

Notice of General Meeting

On 9 February 2022, the Board announced a series of proposals designed to
enhance Shareholder value and strengthen the Company’s investment
proposition. These proposals included a commitment to give Shareholders the
opportunity to realise up to 100 per cent. of their Ordinary Shares.
Consequently, the Company is today publishing a circular to implement a tender
offer for up to 100 per cent. of the Company’s Ordinary Shares, to be
effected by way of a realisation pool mechanism.

In order to implement the Tender Offer, Shareholders are being asked to:
* Vote on a special resolution to allow the Company to buy back its Ordinary
Shares. The Board unanimously recommends that Shareholders vote in favour of
the Resolution to allow the Tender Offer to proceed.
* Elect:  Shareholders should also decide whether they want to tender some,
all or none of their Ordinary Shares under the Tender Offer. The Board does
not make any recommendation to Shareholders as to whether or not they should
tender any of their Ordinary Shares as that will depend on their own
circumstances. Shareholders should note however that the Directors do not
intend to tender any of their Ordinary Shares under the Tender Offer and the
Gresham House Group does not intend to tender any of the Ordinary Shares that
it holds, or is otherwise able to control, except to the extent required to
ensure that the Tender Offer does not result in any person being interested in
Ordinary Shares which, when taken together with Ordinary Shares in which
persons acting in concert with it (within the meaning of the Takeover Code)
are interested, carry 30 per cent. or more of the voting rights of the
Company.
Full details of the Tender Offer are included in the Circular. The
Chairman’s Letter, together with the expected timetable for the Tender Offer
are also included with this announcement.

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

“Today we are implementing the plans for a full realisation opportunity in
2025, in line with the commitment we made in February 2022. Following approval
of the Tender Offer process, Shareholders may either remain invested in
Strategic Equity Capital plc, or tender their Shares for repurchase. The
Company’s assets will be managed as a Continuing Pool and a Tender Pool
during this process, with capital from the Tender Pool being returned to
Shareholders over the following months. The Company’s portfolio will be
realised in line with market conditions and the liquidity of the respective
investments – Shareholders should therefore be aware that this means
Tendered Shares may be held in escrow for up to 12 months or more.” 

“In establishing this process, the Board has taken care to balance the need
to preserve and maximise NAV per Share for all Shareholders with the speed of
liquidating the assets allocated to those electing to tender their Shares. We
believe this approach is the optimal balance for all Shareholders.”

“Since Ken Wotton and his team at Gresham House took over managing the
portfolio, and following the Board’s actions to return capital, improve
marketing and increase manager alignment, SEC has delivered a NAV per share
total return of over 75.1 per cent., and its Shares have delivered a total
return of over 101.7 per cent., outperforming the IT UK Smaller Companies
sector and FTSE Small Cap excl. Investment Trusts Index, with the average
discount tightening significantly from around 15 per cent. to around 8 per
cent 1  (#_ftn1).”

“While we acknowledge certain Shareholders may have their reasons to choose
to tender their Shares, the Board believes that SEC’s track record, its
well-resourced investment manager and its differentiated private equity style
approach will continue to prove effective in unlocking significant value for
Shareholders, whether through corporate activity or active engagement. In
addition, the Board is implementing continued discount control mechanisms for
the future, as well as committing to a further 100 per cent. realisation
opportunity to be proposed in 2030.”

Progress of the Company since February 2022

SEC has made significant positive progress since the proposals were
implemented in February 2022, including:
* Strong performance: The Company has continued to deliver strong performance,
which followed the appointment of Gresham House as Investment Manager in May
2020 and Ken Wotton’s appointment as lead manager in September 2020. Over
the period from 29 September 2020 to 11 September 2025, the Company's NAV per
Share has delivered total returns of 75.1 per cent., whilst the  Shares have
delivered a total return of 101.7 per cent., representing an outperformance
versus the FTSE Small Cap excl. Investment Trusts Index (83.8 per cent.), and
a significant outperformance versus the IT UK Smaller Companies sector (65.6
per cent.).
* Discount narrowing: The average discount to NAV has narrowed significantly
from 15.3 per cent. (between the Investment Manager’s appointment and 9
February 2022) to 8.2 per cent. (from 9 February 2022 to 11 September 2025)
with an average over the last 12 months to 11 September 2025 of 8.4 per cent. 
* Shareholder diversification: Notable increase in share ownership outside of
the two largest Shareholders (excluding the Gresham House Group Holdings) from
approximately 60 per cent. to 80 per cent.
* Manager alignment: In February 2022 the Gresham House Group
Holdings represented 5.4 per cent. of the Shares, which has now risen to 17
per cent., indicating the Investment Manager’s commitment to and alignment
with the Company.
Tender Requirements

If you do not wish to tender any of your Shares you do not need to return a
Tender Form or submit a TTE Instruction in CREST do anything and you will
remain invested in the Company.

Shareholders who do wish to tender some or all of their Ordinary Shares should
follow the procedure set out in the Circular. Such Shareholders are informed,
however, that once tendered, the Ordinary Shares will be locked in escrow for
a lengthy period. It may take some time (and potentially up to a year or more)
before the full tender proceeds are returned to Shareholders and during that
period it will not be possible to sell such Shares.  During the escrow period
the net asset value of the Tender Pool may go up or down. Shareholders will
receive any dividends paid by the Company during this period.

Circular

Capitalised terms shall have the meaning attributed to them in the Circular
unless otherwise defined in this announcement.

The Circular (together with some accompanying Frequently Asked Questions) can
be viewed on the Company's website at www.strategicequitycapital.com and
will be submitted to the National Storage Mechanism and available for
inspection
at https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism shortly.
In addition, those Shareholders (other than certain restricted shareholders)
who have elected to receive hard copies of documents will receive a copy of
the Circular by post.

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  

EXPECTED TIMETABLE

                                                                                                               2025                                          
 Tender Offer opens                                                                                            15 September                                  
 Record Date for the Tender Offer                                                                              6.00 p.m. on 16 September                     
 Latest time and date for receipt of Forms of Proxy and electronic proxy appointments for the General Meeting  2.30 p.m. on 6 October                        
 General Meeting                                                                                               2.30 p.m. on 8 October                        
 Results of General Meeting announced                                                                                            8 October                   
 Tender Closing Date: latest time and date for receipt of Tender Forms and TTE Instructions                    1.00 p.m. on 13 October                       
 Calculation Date                                                                                              close of business on 14 October               
 Results of Tender Offer announced                                                                             15 October                                    

All references to times in the Circular are to London time unless otherwise
stated.

The times and dates set out in the expected timetable (other than in relation
to the General Meeting) may be adjusted by the Company in consultation with
Panmure Liberum, in which event details of the new times and/or dates will be
notified to Shareholders by an announcement made by the Company through a
Regulatory Information Service. In particular, the realisation period for the
Tender Pool will depend on the market environment and size of the Tender Pool,
and the Company will provide an update by way of RIS announcement if the
Directors in their absolute discretion decide to make an Interim Payment
and/or once all of the assets within the Tender Pool have been realised with
the applicable Tender Price and relevant payment date being advised at that
time.

Panmure Liberum Limited, which conducts its UK investment banking activities
as Panmure Liberum  ("Panmure Liberum"), is authorised and regulated in the
United Kingdom by the FCA, and is acting exclusively for the Company and
no-one else in relation to the Tender Offer or the matters referred to in the
Circular or this announcement and will not be responsible to anyone other than
the Company for providing the protections afforded to customers of Panmure
Liberum nor for providing advice in relation to the Tender Offer or the
matters referred to in the Circular or this announcement. Nothing in this
paragraph shall serve to exclude or limit any responsibilities which Panmure
Liberum may have under the Financial Services and Markets Act 2000 (as
amended) or the regulatory regime established thereunder. The Tender Offer is
being made in the United States by Panmure Liberum Inc, acting as nominee for
Panmure Liberum, and no-one else.

LETTER FROM THE CHAIRMAN

To: Shareholders

Tender Offer to purchase up to 100 per cent. of the issued share capital of
the Company through a realisation pool mechanism and Notice of General Meeting

1.       INTRODUCTION

The Board today announces its intention to seek to implement a tender offer to
purchase up to 100 per cent. of the Ordinary Shares in issue (excluding
Ordinary Shares held in treasury). The repurchases of Ordinary Shares by the
Company pursuant to the Tender Offer require the approval of Shareholders,
which will be sought at the General Meeting to be held on 8 October 2025. The
Tender Offer will be carried out in accordance with the terms and conditions
set out in the Circular and (for Eligible Shareholders holding Ordinary Shares
in certificated form) the Tender Form.

The purpose of the Circular is to set out the background to, and reasons for,
the Tender Offer and why the Board is unanimously recommending that you vote
in favour of the Resolution to be proposed at the General Meeting, notice of
which is set out at the end of the Circular.

2.       BACKGROUND TO, AND REASONS FOR, THE TENDER OFFER

On 9 February 2022, the Board announced a series of proposals designed to
enhance Shareholder value creation and strengthen the Company’s investment
proposition. One of these proposals was the deferral of the continuation
resolutions that would otherwise have been proposed at the Company’s annual
general meetings in 2022, 2023 and 2024 in favour of the implementation of a
100 per cent. realisation opportunity for Shareholders in 2025 (the “2025
Realisation Opportunity”).

The Board conducted a review of several possible options for the
implementation of the 2025 Realisation Opportunity and, following discussions
with the Investment Manager and various advisers, has decided to implement a
Tender Offer which provides Eligible Shareholders that may wish to exit their
investment in the Company the ability to do so, whilst safeguarding the
interests of continuing Shareholders.

The Board, having reviewed scenario analysis of stock level liquidity within
the Company’s portfolio and following discussions with the Investment
Manager, believes that the realisation of the assets in the Tender Pool may
take more than twelve months to complete, although the majority of the Tender
Pool is expected to be realised much sooner. This is a result of the
concentration of the Company’s investment portfolio in the shares of smaller
listed companies where it is taking larger, less liquid equity stakes to
support the Investment Manager’s approach of strategic active engagement. In
managing the realisation process, the Investment Manager is required to
balance the need to preserve and maximise the NAV per Share for all
Shareholders against the speed of liquidating assets allocated to the Tender
Pool. 

At this stage, the Directors do not know for certain how many repurchases will
occur under the Tender Offer as it will depend on the timing of the
realisation process which, in turn, will depend upon market conditions and the
size of the Tender Pool. 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. It has been designed to allow some of the
Tendered Shares to be repurchased, and for Tendering Shareholders to receive
payment for those 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.

The operation of the Tender Pool will ensure that the costs associated with
the realisation of the assets do not fall on continuing Shareholders. In
addition, the flexibility to repurchase a proportion of the Tendered Shares on
one or more occasions once significant proportions of the assets in the Tender
Pool have been realised should ensure that the cash within the Tender Pool is
distributed in as timely a manner as practicably possible, whilst ensuring
that the Investment Manager is able to maximise the realisation value of the
assets in the Tender Pool and preserve the value of the assets held in the
Continuing Pool, given both pools will ordinarily hold the same underlying
investments. The structure of the Tender Offer is described in further detail
in paragraph 4 below.

3.       OPERATION OF THE TENDER POOL AND CONTINUING POOL

On or around the Calculation Date, the assets of the Company will, as nearly
as practicable, be split between the Tender Pool and the Continuing Pool pro
rata to the number of Shares referable to each pool.

It is intended that the assets in the Tender Pool will be realised by the
Investment Manager over time via sales to third party purchasers. There may,
however, be occasions where, for example, there has been a significant
realisation, and cash in the Continuing Pool has become too high and needs to
be redeployed. Furthermore, it may be appropriate to increase holdings in
specific stocks in the Continuing Pool, which could provide cash liquidity for
the Tender Pool.

In addition, other clients of the Investment Manager may have an underweight
position in certain stocks in the Tender Pool or surplus cash which needs to
be redeployed. In such circumstances it may be appropriate to transfer certain
stocks from the Tender Pool to the Continuing Pool or sell certain stocks to
one or more other clients of the Investment Manager.

Where there is the prospect of a transfer of assets between the pools or a
sale to another client of the Investment Manager, the Board has put in place a
protocol with the Investment Manager whereby prior to any such trade the
Investment Manager will have received in advance confirmation from the
compliance department of the Investment Manager that all its requirements
relating to the cross trade have been satisfied. As soon as practicable
following any cross trade, the Investment Manager will report the trade to the
Board along with an affirmation that (a) the trade has been executed with
prior compliance department confirmation (as above), (b) the trade took place
at a fair market price, and (c) that the Investment Manager was not in
possession of material non-public information concerning any securities
involved in the cross trade at the time of placing such trade.

Accordingly, there may be transfers of assets between the pools or disposals
to other clients of the Investment Manager. In monitoring any such
transactions the Board will assess the information available to it and ensure
that it is satisfied that the interests of the Tendering Shareholders and,
where relevant, the continuing Shareholders have been taken into account at
the time of the relevant trade. In addition, the Board will take into
consideration the requirement to distribute assets within the Tender Pool in
as timely a manner as practicably possible, whilst ensuring that the
Investment Manager is able to maximise the realisation value of the assets in
the Tender Pool and preserve the value of the assets held in the Continuing
Pool.

4.       TENDER OFFER

4.1      Introduction and Summary

Eligible Shareholders are entitled to tender up to 100 per cent. of the
Ordinary Shares in issue on the Record Date (excluding Ordinary Shares held in
treasury). The Tender Offer is open only to Eligible Shareholders on the
Register as at the Record Date, being 6.00 p.m. on 16 September 2025. Any
shareholding that is not recorded on the Register on the Record Date will not
be eligible to participate in the Tender Offer. Eligible Shareholders should
note that if they choose to participate in the Tender Offer there can be no
certainty as to when the Company will announce that it is buying back Shares
before all of the assets in the Tender Pool have been realised (each an
“Interim Payment”) or when the payment will be made from the Tender Pool
once all of the assets have been realised (the “Final Payment”).

When the Company makes an Interim Payment or the Final Payment from the Tender
Pool, the amount of money to be returned, the number of Shares to be
repurchased and the Tender Price per Share to be paid will be determined by
the Board in accordance with the following provisions.

The Board will assess the amount of realised proceeds available from the
assets in the Tender Pool and the estimated time to realise the remaining
assets as well as the liabilities to be paid from the Tender Pool and such
other factors as the Board deems relevant. When the Board determines in its
absolute discretion that there is a reasonable amount of cash that can be
returned to Shareholders (such amount being “Free Cash”) it will resolve
to repurchase the relevant number of Shares on an Interim Payment date or the
Final Payment date (as applicable).

The number of Shares to be repurchased will be determined by the Board based
on the amount of Free Cash divided by the NAV per Share in the Tender Pool as
at the relevant determination date. No fractions of any Tendered Shares will
be repurchased and the number of Shares to be repurchased from each Tendering
Shareholder may be rounded down accordingly.

The price to be paid for each repurchased Share will be determined by the
Board and based on the FAV per Share in the Tender Pool (being an amount equal
to the NAV per Share in the Tender Pool as at the relevant determination date
less the costs associated with repurchasing the relevant Shares including
stamp duty and any commissions or other costs).

The Board will make such adjustments to the calculations referred to above as
it determines are appropriate in the prevailing circumstances.

Shareholders should note that the Tender Price may be less than the price at
which they bought their Ordinary Shares or the price or value at which they
might ultimately realise their Ordinary Shares should they continue to hold
them.

Once the amount of the Free Cash and the relevant Tender Price and the number
of Shares to be repurchased has been determined by the Board, the Company will
announce the relevant details by RIS announcement.

If the aggregate number of Ordinary Shares validly tendered would result in
the Net Asset Value of the Continuing Pool being below approximately £100
million as at the Calculation Date (the “Minimum Size Condition”), which
is the level determined by the Board, in consultation with the Investment
Manager, at which the continuance of the Company may not be in the best
interests of continuing Shareholders, the Board reserves the right to
terminate the Tender Offer. In these circumstances, the Directors will instead
put forward alternative proposals for the future of the Company, which may
include proposals for the winding-up of the Company.

4.2      Tender Offer

Eligible Shareholders who choose to participate in the Tender Offer may
receive cash in one or more tranches over time in respect of successfully
tendered Ordinary Shares.

Eligible Shareholders on the Register on the Record Date who choose to
participate in the Tender Offer will be invited to tender for sale some or all
of their Ordinary Shares to Panmure Liberum who will, as principal, and in
more than one tranche, purchase the Tendered Shares at the relevant Tender
Price.

Panmure Liberum will sell the Tendered Shares acquired by it to the Company by
way of an on-market transaction at the relevant Tender Price over a period of
time, as more fully set out below.

All transactions will be carried out on the London Stock Exchange.

Eligible Shareholders should note that, once tendered, Tendered Shares may not
be sold, transferred, charged, lent or otherwise disposed of other than in
accordance with the Tender Offer and that such shares may be locked in escrow
for a considerable period of time. Subject to the relevant record date(s),
Shareholders will still be entitled to exercise voting rights and receive
dividends in respect of their Tendered Shares which have not been bought back.

4.3      Tender Pool

All of the Company’s assets will, following valuation on the Calculation
Date, be allocated between the Continuing Pool and the Tender Pool.

The net value of the assets allocated on the establishment of the Tender Pool
will equal the Tender Offer NAV (calculated in accordance with paragraph 8 of
Part 2 of the Circular) being an amount representing the proportionate value
of the Company attributable to the Tendered Shares.

The assets in the Tender Pool will be realised, the relevant liabilities
settled, the associated costs paid (in accordance with paragraph 4.4 below)
and the net cash proceeds will be paid to Shareholders who validly chose to
participate in the Tender Offer through one or more Interim Payments and/or
the Final Payment. Eligible Shareholders who successfully tendered their
Ordinary Shares will ultimately receive a pro rata share of the net proceeds
of the Tender Pool, less associated costs.

It is currently expected that all of the assets in the Tender Pool will be
realised not later than 31 October 2026. However, the realisation period will
depend on the market environment and size of the Tender Pool, and the Company
will provide an update by way of RIS announcement if the Directors in their
absolute discretion decide that an Interim Payment should be made or once all
of the assets within the Tender Pool have been realised with the relevant
Tender Price and relevant payment date being advised at that time.
Shareholders should be aware, therefore, that cash payments under the Tender
Offer will not be made immediately and the Final Payment may not be made until
on or after 31 October 2026.

For technical reasons, to support the Euroclear CREST corporate action event,
the payment date of 31 March 2026 is stated within CREST, but will be amended
(as required) to the announced CREST cash payment dates once the relevant RIS
announcements are issued.

4.4      Costs of the Tender Offer

The fixed costs relating to the Tender Offer are expected to be approximately
£700,000 including VAT. The Tender Offer Costs will be borne by Shareholders
as a whole.

The foregoing figure does not include portfolio realisation costs, or any
stamp duty or commission payable in connection with the repurchase of the
Tendered Shares. The quantum of these remaining costs will vary depending on
how many Ordinary Shares are validly tendered. The Tender Pool will bear these
costs and no costs of realising assets in the Tender Pool or stamp duty or any
commission payable in connection with the repurchase of any Tendered Shares
will be borne by the Continuing Pool.

4.5      Conditions of the Tender Offer

The Tender Offer is conditional on Shareholder approval of the Resolution,
which will be sought at the General Meeting. The Tender Offer is subject to
certain further conditions, and may be suspended or terminated in certain
circumstances, as set out in paragraphs 2 and 8 of Part 3 of the Circular.

Eligible Shareholders’ attention is drawn to the letter from Panmure Liberum
in Part 2 and to Part 3 of the Circular which, together with the Tender Form
(for Eligible Shareholders holding Ordinary Shares in certificated form),
constitutes the terms and conditions of the Tender Offer. Details of how to
tender Ordinary Shares can be found in paragraph 4 of Part 3 of the Circular.

Although Tender Forms must be returned, and TTE Instructions sent, by no later
than 1.00 p.m. on 13 October 2025, the purchase of all Tendered Shares by
Panmure Liberum may not be effected until on or after 31 October 2026.
Tendering Shareholders will be deemed to accept that tender applications may
not be withdrawn or cancelled, save with the consent of the Company and
Panmure Liberum, before the Tender Closing Date.

5.       THE COMPANY’S PERFORMANCE AND PROSPECTS

5.1      A Period of Positive Change and Strong Performance

Since the appointment of Gresham House as Investment Manager in May 2020 (and
Ken Wotton as Lead Fund Manager in September 2020), the Company has undergone
a significant and positive transformation. This period has been characterised
by a clear focus on delivering absolute returns for Shareholders, a
disciplined investment approach, and active engagement with portfolio
companies.

Despite a challenging macroeconomic and geopolitical environment, the Company
has delivered strong performance. Over the period from 29 September 2020 (the
date of Ken Wotton’s appointment) to the Latest Practicable Date, the
Company’s NAV per Share has delivered total returns of 75.1 per cent.
(annualised 12.0 per cent.), whilst the Shares have delivered a total return
of 101.7 per cent. (annualised 15.2 per cent.), representing an outperformance
versus the FTSE Small Cap excl. Investment Trusts Index (83.8 per cent.
(annualised 13.1 per cent.)), and a significant outperformance versus the IT
UK Smaller Companies sector (65.6 per cent. (annualised 10.7 per cent.)). In
addition, since 23 March 2022 (the date on which the measures referred to in
the 28 February 2022 circular were approved by Shareholders) to the Latest
Practicable Date, the Company has outperformed its immediate peer group,
delivering a NAV total return of 26.1 per cent., versus a peer group weighted
average of –1.0 per cent.

5.2      Delivering on Promises: Successes Since the 23 March 2022
Shareholder Vote

The Board and the Investment Manager have taken decisive action to address the
historical discount to NAV and enhance Shareholder value. Following the 23
March 2022 Shareholder vote a series of measures were implemented, which
included:
* Significant and immediate return of capital to Shareholders, which commenced
with a tender offer for 10 per cent. of the Company’s share capital in March
2022, followed by a substantial share buyback programme. 
* Implementation of a systematic and ongoing buyback policy, committing to
return up to 50 per cent. of the proceeds from profitable realisations to
Shareholders, whenever the Shares trade at a discount of greater than 5 per
cent. As a result, between 31 March 2022 and the Latest Practicable Date, the
Company’s share count (Shares in issue less those held in Treasury) reduced
by approximately 24 per cent. 
* Direct balance sheet support and enhanced alignment from the Investment
Manager, which included a commitment to purchase £5 million of Shares
(completed by June 2023) and an ongoing mechanism to reinvest 50 per cent. of
its management fee in Shares during periods of a persistent discount, active
from March 2022 until November 2025.
* Provision of a clear path to value realisation for all Shareholders by
deferring the annual continuation votes and replacing them with the 100 per
cent. realisation opportunity outlined in the Circular.
In addition to these discount control measures, the Investment Manager’s
active approach has resulted in a number of successful exits from portfolio
companies at attractive valuations, demonstrating the underlying value within
the portfolio and underpinning the Company’s buyback commitment. The
combination of portfolio performance and discount control measures have
yielded significant positive results for Shareholders, including:
* Material reduction in the discount: The average discount to NAV has narrowed
significantly from 15.3 per cent. (between the Investment Manager’s
appointment and 9 February 2022) to 8.2 per cent. (from 9 February 2022 to the
Latest Practicable Date). This has been achieved through a combination of a
tender offer, ongoing share buybacks, a clear communication of the Company’s
strategy and proactive marketing efforts designed to attract new Shareholders.

* More diverse and engaged Shareholder base: The Company has successfully
broadened its Shareholder register. Excluding the Gresham House Group
Holdings, the percentage of share capital held outside of the two largest
Shareholders increased from approximately 60 per cent. to approximately 80 per
cent., with a notable increase in new retail and wealth management investors.
This greater diversity improves liquidity and stability in the Company’s
shares.
5.3      The Future for the Company: A Compelling Investment Case

The Board and the Investment Manager are confident in the Company’s
prospects and its ability to continue generating attractive long-term returns
for Shareholders. The investment case is underpinned by several key factors:
* High-quality, undervalued portfolio: The Company’s portfolio consists of
high-quality, cash-generative businesses that are well-positioned for growth.
Many of these companies are trading at a significant discount to the
Investment Manager’s view of their intrinsic value and to private market
transactions for comparable businesses.
* Proven and disciplined investment strategy: Gresham House’s private equity
approach to public markets is a key differentiator. This strategy has a
long-term track record of success and is well-suited to the current market
environment, where a focus on fundamental value and active engagement with
portfolio companies is paramount. In conjunction with the attractive
valuations of the portfolio holdings, this has led to a number of materially
NAV accretive exits via corporate activity, which the Investment Manager has
been able to unlock. In some cases, the Investment Manager has been able to
prevent opportunistic takeovers at depressed valuations by leveraging material
equity stakes held by the Company in conjunction with other Gresham House
Group managed equity funds. 
* Well invested investment management platform: The Gresham House Group has a
well-established and substantial public and private equity investment platform
comprising 35 investment professionals, an experienced independent investment
committee and a network of strategic advisers and industry and functional
experts to support the Investment Manager to deliver better outcomes for
Shareholders. 
* Continued focus on Shareholder returns: The Board and the Investment Manager
remain committed to delivering Shareholder value. The ongoing discount
management measures will continue to be a key focus. Further information is
set out in paragraph 6 below.
5.4     The Case for Continued Investment

Building on the strong track record of value creation and the successful
implementation of the discount reduction strategy, the Board and the
Investment Manager believe there is a compelling case for continued investment
in the Company, based on the following key pillars:
* Significant valuation opportunity: UK smaller companies continue to trade at
substantial discounts to both historical levels and to global peers. Within
this context, the Company’s portfolio offers a further layer of value. It
comprises high-quality, cash-generative businesses that the Investment Manager
believes are trading at a significant disconnect to their intrinsic worth and
to the valuations being achieved in private market transactions. This should
provide a considerable margin of safety and the potential for a substantial
re-rating over the medium term.
* Clear path to value realisation: The Company is not reliant solely on a
general market recovery to deliver returns. Value is expected to be unlocked
through two primary catalysts: 
* Active management: The Investment Manager’s “private equity” approach
will continue, with active engagement helping portfolio companies to enhance
their strategic and operational performance. This not only drives underlying
earnings growth but also positions them as more attractive assets.
* Corporate activity: The valuation disconnect highlighted above is well
understood by corporate and private equity buyers. Gresham House expects M&A
to remain a key theme, providing opportunities to crystallise the value of
portfolio holdings at significant premiums to their prevailing share prices,
as has been demonstrated by a number of successful exits.       
                                                  

* Resilient portfolio positioned for the future: The Company’s portfolio has
been deliberately constructed to be resilient. The focus on companies with
strong balance sheets, high margins, and structural growth drivers provides a
strong foundation to navigate economic uncertainty. These are robust
businesses that are well-placed to compound in value over the long term. 
* Clear Investment Manager alignment: With the Gresham House Group now
controlling the largest shareholding in the Company, its interests are
fundamentally and directly aligned with those of all other investors. This
provides Shareholders with the confidence that all decisions will be made with
the sole objective of maximising total Shareholder returns.
5.5      A Proactive and Aligned Manager

The Investment Manager has brought a distinctive private equity approach to
the public markets, focusing on a concentrated portfolio of high-quality,
cash-generative smaller companies. This approach is underpinned by deep
research, a powerful network of industry experts, and active, constructive
engagement with portfolio companies to unlock and drive Shareholder value.

A key achievement has been the material increase in alignment between
Shareholders and the Investment Manager. As at 9 February 2022, Shares which
the Gresham House Group held and/or had discretionary management in respect of
(such that it was able to procure the exercise of voting rights attaching
thereto), and/or were otherwise able to control the exercise of all rights
(including voting rights) attaching thereto, (such Shares being referred to in
the Circular as the “Gresham House Group Holdings”) amounted to 5.4 per
cent. of the then issued Share capital. Following a series of market purchases
of Shares, that figure has risen to over 17 per cent. as at 31 August 2025,
with the Gresham House Group now controlling the largest shareholding in the
Company. This ensures that the Investment Manager’s success is directly tied
to that of all Shareholders. The Company has been informed by the Investment
Manager that it expects the Gresham House Group Holdings to remain material
holdings in the Company for the medium to long term, subject to applicable
investment objectives and the Investment Manager’s obligations to its other
clients.

The Gresham House Group does not intend to tender any of the Shares that it
holds, or is otherwise able to control, except to the extent required to
ensure that the Tender Offer does not result in any person being interested in
Ordinary Shares which, when taken together with Ordinary Shares in which
persons acting in concert with it (within the meaning of the Takeover Code)
are interested, carry 30 per cent. or more of the voting rights of the
Company.

6.       DISCOUNT CONTROL MECHANISMS

6.1      Share Buyback Policy

Following the announcement of the results of the Tender Offer, 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. The Board
also intends to alter its approach by making available 50 per cent. of the net
gains from realised profitable transactions (rather than 50 per cent. of the
capital proceeds from realised profitable transactions) in each financial year
to fund buybacks of Ordinary Shares, up to a discount of 5.0 per cent. to NAV
per Share. This amendment to the buyback policy reflects the facts that: the
average Share price discount to NAV has reduced substantially since the
original policy was implemented; in practice a more modest level of total
capital has been deployed to achieve this tighter discount than was forecast
in 2022; and utilising 50 per cent. of net gains provides better scope for the
NAV per Share of the Company to grow consistently over time if investment
performance is positive.

For the avoidance of doubt, future share buybacks will be funded from 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.

6.2      Future Realisation Opportunity

The Company will offer a further 100 per cent. realisation opportunity for
Shareholders in 2030, the timing of which aligns with the Investment
Manager’s investment strategy.

7.       TAXATION

Eligible Shareholders who sell Ordinary Shares in the Tender Offer may,
depending on their individual circumstances, incur a liability to taxation.
The attention of Eligible Shareholders is drawn to Part 4 of the Circular
which sets out a general guide to certain aspects of current law and tax
authority practice in respect of UK taxation. Nothing in the Circular
constitutes or should be relied on as tax advice. All Eligible Shareholders
should consult an appropriate independent professional adviser as to the tax
consequences for them of the matters referred to in the Circular.

8.       GENERAL MEETING

The implementation of the Tender Offer requires the approval by Shareholders
of the Resolution. A notice convening a General Meeting of the Company, which
is to be held at the offices of Stephenson Harwood LLP, 1 Finsbury Circus,
London EC2M 7SH at 2.30 p.m. on 8 October 2025, and at which the Resolution
will be proposed, is set out at the end of the Circular. The notice includes
the full text of the Resolution.

The Resolution is a special resolution. To become effective, the Resolution
must be passed by Shareholders representing 75 per cent. (or more) of the
total voting rights of Shareholders who, being entitled to vote, do so in
person, by proxy or by corporate representative at the General Meeting.

The quorum for the General Meeting is not less than two Shareholders who,
being entitled to vote, are present in person, by proxy or by corporate
representative.

9.       ACTION TO BE TAKEN

9.1      Action to be taken in respect of the General Meeting

All Shareholders are encouraged to vote on the Resolution to be proposed at
the General Meeting and, if their Ordinary Shares are not held directly, to
arrange for their nominee to vote on their behalf.

Shareholders are requested to complete and return proxy appointments to the
Receiving Agent by one of the following means:

(a)      by completing and signing the enclosed Form of Proxy for use in
relation to the General Meeting, in accordance with the instructions printed
thereon and returning it by post; or

(b)      in the case of CREST members, by utilising the CREST electronic
proxy appointment service in accordance with the procedures set out in the
notes to the notice of General Meeting.

In each case, the proxy appointments must be received by the Receiving Agent
as soon as possible and, in any event, by no later than 2.30 p.m. on 6 October
2025.

Completion and return of proxy appointments will not prevent you from
attending and voting in person at the General Meeting should you wish to do
so.

9.2      Action to be taken in respect of the Tender Offer

Shareholders are not obliged to tender any Ordinary Shares. Shareholders who
do NOT wish to sell any Ordinary Shares under the Tender Offer should NOT
complete or return a Tender Form or submit a TTE Instruction in CREST.

Only those Eligible Shareholders who wish to tender all or some of their
Ordinary Shares and who hold their Ordinary Shares in certificated form should
complete and return a Tender Form.

Eligible Shareholders who hold their Ordinary Shares in uncertificated form do
not need to complete or return a Tender Form. Eligible Shareholders who wish
to tender all or some of their Ordinary Shares and who hold their Ordinary
Shares in certificated form should complete the Tender Form in accordance with
the instructions set out therein and return the completed Tender Form by post
using the reply-paid envelope provided (for use in the UK only) along with the
relevant share 16 certificate(s) and/or other document(s) of title to the
Receiving Agent at Computershare Investor Services PLC, The Pavilions,
Bridgwater Road, Bristol BS99 6AH, to arrive as soon as possible and, in any
event, by no later than 1.00 p.m. on 13 October 2025.

Eligible Shareholders who wish to tender all or some of their Ordinary Shares
and who hold their Ordinary Shares in uncertificated form (that is, in CREST)
should arrange for the relevant Ordinary Shares to be transferred to escrow by
means of a TTE Instruction as described in paragraph 2.2 of Part 2 of the
Circular.

Completed Tender Forms and/or TTE Instructions (as appropriate) must be
received by the Receiving Agent by no later than 1.00 p.m. on 13 October 2025.

Eligible Shareholders holding their Ordinary Shares through investor platforms
may tender their Ordinary Shares through their nominee platforms. Shareholders
should be aware that the deadlines for tendering Ordinary Shares through
platforms may be earlier than the Tender Closing Date.

10.      RECOMMENDATION

The Board considers that the proposed Tender Offer is in the best interests of
the Company and its Shareholders as a whole in order to fulfil the commitment
made to Shareholders in February 2022. Accordingly, the Board unanimously
recommends that Shareholders vote in favour of the Resolution to be proposed
at the General Meeting, as the Directors intend to do in respect of their own
beneficial holdings totalling 78,069 Ordinary Shares.

The Directors do not intend to tender any of their own Ordinary Shares. The
Directors make no recommendation to Eligible Shareholders as to whether or not
they should tender their Ordinary Shares in the Tender Offer. Whether or not
Eligible Shareholders decide to tender their Ordinary Shares will depend,
among other factors, on their view of the Company’s prospects and their own
individual circumstances, including their own tax position. Shareholders who
are in any doubt as to the action they should take should consult an
appropriate independent professional adviser.

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.


 1  (#_ftnref1) Performance numbers are for the period from 29 September 2020
to 11 September 2025




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