Result of Tender Offer
Summary by AI BETAClose X
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 | +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.
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