REG - Syncona Limited - Publication of Circular

SynconaAnnouncement

12/02/2026 12:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260212:nRSL8065Sa&default-theme=true

RNS Number : 8065S  Syncona Limited  12 February 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION

 

12 February 2026

 

Syncona Limited

 

("Syncona" or the "Company")

 

Publication of Circular

 

On 21 October 2025, Syncona announced a set of proposals which seek to
maximise value for its shareholders and to create a sustainable longer-term
structure for all key stakeholders. These proposals included a new investment
objective and policy (the "New Investment Policy"), a new capital allocation
policy (the "New Capital Allocation Policy"), and a commitment to consult with
shareholders on new long-term incentive arrangements for team members of its
investment manager, Syncona Investment Management Limited ("SIML") (the
"Long-Term Incentive Arrangements" and together, the "Proposals").

 

An explanatory circular containing details of the Proposals, including the
full text of the New Investment Policy and the New Capital Allocation Policy
and details of the Long-Term Incentive Arrangements, and a notice convening
the General Meeting (the "Circular") is available electronically on Syncona's
website at
https://www.synconaltd.com/investors/shareholder-information/shareholder-documents/
(https://gbr01.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.synconaltd.com%2Finvestors%2Fshareholder-information%2Fshareholder-documents%2F&data=05%7C02%7Cthomas.burgoo%40simmons-simmons.com%7C2a6f0d3539184487e52308de699be135%7C9c0035ef4799443f8b14c5d60303e8cd%7C0%7C0%7C639064315416804846%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=RS%2FzSCh2MCM1QWjMzVLi%2FVjHzxQ3Hjwl9m%2BvQ0Cyu74%3D&reserved=0)
.

 

Following consultation with shareholders, Syncona's board of directors (the
"Board") has made two refinements to its proposed capital allocation policy as
referred to in the October 2025 announcement, namely:

 

·    the Board has committed to consulting on a new investment policy and
capital allocation policy at the earliest of returning £250 million to
shareholders or two years from the date of approval of the New Investment
Policy; and

 

·    in addition to the New Investment Policy permitting investments in
new early-stage companies of no more than 5% of the Company's reported NAV as
at 30 September 2025, the Company intends to limit investments in such new
early-stage companies to £15 million per annum for each of the two years
ended 30 September 2026 and 2027.

 

The Long-Term Incentive Arrangements proposed by the Board, following
consultation with shareholders and support from Syncona's advisers, seek to:

 

·    align with the New Investment Policy by linking reward to the
realisation of portfolio assets, differentiating the new arrangements from the
existing long-term incentive plan which is linked to NAV appreciation;

 

·    incentivise SIML to deliver realised returns at values that underpin
NAV to encourage a narrowing of the current share price discount and not
reward poor realisation outcomes;

 

·    align incentives with the Company's share price without diluting
shareholders. Some payments under the Long-Term Incentive Arrangements will be
applied by SIML to acquire ordinary shares in Syncona in the market to settle
the payments of bonuses to SIML team members, increasing the SIML team's
ongoing equity exposure. Any shares will be purchased in the market meaning
that shareholders will not suffer dilution. Such shares will also be subject
to lock-up arrangements;

 

·    retain the life-science investment, clinical and transaction
expertise of the SIML team which, when combined with its knowledge of the
Company's current assets, is important for the optimisation of NAV growth and
realisation values;

 

·    address the overlap with existing long-term incentive plan
arrangements, which cannot be terminated. The new Long-Term Incentive
Arrangements include a profit share cap to limit the overall payments that can
be made to the SIML team; and

 

·    benchmark arrangements to other listed funds in comparable
situations.

 

In accordance with the UK Listing Rules and the Company's articles of
incorporation, implementation of the New Investment Policy is conditional upon
shareholders' approval. Therefore, the Company announces today that it is
convening a general meeting (the "General Meeting") for the purposes of
seeking shareholder approval for the New Investment Policy and, by way of an
advisory vote, the Long-Term Incentive Arrangements (together, the
"Resolutions").

 

The General Meeting will take place at the offices of Citco Fund Services
(Guernsey) Limited, Frances House, Sir William Place, St Peter Port, Guernsey
GY1 3RD, Channel Islands at 10.00 a.m. on 3 March 2026.

 

The Company has received a letter of intent from The Wellcome Trust Limited as
trustee of The Wellcome Trust to vote in favour of the Resolutions in respect
of 186,000,000 ordinary shares, representing approximately 30.582 per cent. of
the total voting rights in the Company at 9 February 2026.

 

Melanie Gee, Chair of Syncona Limited, said: "My Board colleagues and I are
very grateful to our shareholders for their constructive engagement in our
strategic process. We believe that today's proposals provide the opportunity
to support our portfolio, whilst maximising potential cash returns from our
later stage assets over the short to medium term. We are also committing to
consult with shareholders on revisiting the investment objective and policy
after two years or the return of £250m, whichever is the earlier.
Accordingly, the Board recommends shareholders vote in favour of our
proposals."

 

In compliance with the UK Listing Rules, the Circular has today been submitted
to the National Storage Mechanism and will shortly be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) . Printed copies of
the Circular are being posted to shareholders where requested.

 

Enquiries

 

Syncona

 

Annabel Clark

Tel: +44 (0) 20 3981 7940

 

FTI Consulting

 

Ben Atwell / Natalie Garland-Collins / Tim Stamper

Tel: +44 (0) 20 3727 1000

 

IMPORTANT NOTICES

 

This announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities.

 

Certain statements contained in this announcement constitute "forward-looking
statements" with respect to the results, financial condition, performance,
developments or achievements of Syncona and its subsidiaries. Words such as
"believes", "anticipates", "estimates", "expects", "intends", "plans", "aims",
"potential", "will", "would", "could", "considered", "likely", "estimate" and
variations of these words and similar future or conditional expressions, are
intended to identify forward-looking statements but are not the exclusive
means of identifying such statements. These statements and forecasts are
inherently predictive, speculative and involve risks and uncertainties and
assumptions that could cause actual results, financial condition, performance,
developments or achievements to differ materially from those expressed or
implied by these forward-looking statements and forecasts. Many of these
risks, uncertainties and assumptions relate to factors that are beyond
Syncona's ability to control, predict or estimate precisely. No representation
or warranty is made, and no responsibility or liability is accepted, as to the
achievement or reasonableness of, and no reliance should be placed on, such
forward-looking statements. The forward-looking statements contained in this
announcement speak only as of the date of this announcement. Syncona expressly
disclaims any obligation or undertaking to update or revise publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise, unless required to do so by applicable law or regulation,
the Financial Conduct Authority or London Stock Exchange plc.

 

No statement in this announcement is intended to be a profit forecast or
profit estimate for any period, and no statement in this announcement should
be interpreted to mean that earnings, earnings per share or income, cash flow
from operations or free cash flow for Syncona for the current or future
financial years would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations or free cash
flow for Syncona.

 

Neither the content of Syncona's website (or any other website) nor the
content of any website accessible from hyperlinks on Syncona's website (or any
other website) is incorporated into or forms part of this announcement.

 

This announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  CIRGPUMWPUPQGGP



            Copyright 2019 Regulatory News Service, all rights reserved