Result of Tender Offer

RIT Capital Partners PLC

24 July 2026

 

RIT CAPITAL PARTNERS PLC ("RIT" or the "Company")

(LEI: P31Q1NLTW35JJGHA4667)

RESULT OF TENDER OFFER AND GENERAL MEETING

24 July 2026

·      ~11.2 million shares (8.2% of RIT's issued share capital) accepted for purchase for £300 million

·      20.5% of RIT's issued share capital validly tendered

·      Tender Price represented 18.0% premium to undisturbed share price

·      Board to continue to implement package of strategic initiatives announced on 8 July 2026 including:

o  A review of dividend policy, including consideration of an increased dividend from 2027

o  The continuation of the Company's active share buyback programme

Philippe Costeletos, Chair of RIT Capital Partners PLC, said:

"Today's outcome marks an important milestone in the implementation of the Board's capital allocation framework. The Tender Offer enabled shareholders to realise value at an 18% premium to the undisturbed share price, while approximately 80% of the Company's issued share capital was not tendered by shareholders.

 The Board believes this outcome reflects the long-term nature of RIT's shareholder base and its continued support for the Company's differentiated investment strategy and the management team responsible for executing it.

 The Board remains committed to allocating RIT's capital in a disciplined manner to maximise long-term shareholder value. Following the successful completion of the Tender Offer, the Board will now advance the broader package of capital allocation initiatives previously announced, including its review of the Company's dividend policy and the continuation of its active share buyback programme.

 Taken together, these initiatives are intended to enhance long-term shareholder returns, support a closer alignment between the Company's share price and its underlying value, and preserve the financial flexibility to continue investing patiently in attractive opportunities. Through this approach to capital allocation, the Board believes RIT is well positioned to deliver sustainable long-term value for shareholders."

Result of Tender Offer

Further to shareholder approval of the Tender Offer, the Board of RIT is pleased to announce that 27,839,027 Shares have been validly tendered pursuant to the Tender Offer, representing approximately 20.5 per cent. of the Company's issued share capital. After taking account of the rounding down of each Shareholder's participation to the nearest whole Share, the Company will purchase in aggregate 11,172,560 Shares under the Tender Offer, which represents 8.21 per cent. of the Company's issued share capital.

A Shareholder who validly tendered a percentage of their Shares equal to or less than their Basic Entitlement shall have all tendered Shares purchased in full under the Tender Offer. Following a scale back exercise, Shareholders who validly tendered a percentage of Shares greater than their Basic Entitlement will have a number of Shares equal to their Basic Entitlement purchased in full plus approximately 13.37 per cent. of their Excess Application, in accordance with the process described in the Circular.

Shareholders that have successfully tendered their Shares will receive cash in an amount equal to the number of Shares successfully tendered multiplied by the Tender Price. CREST accounts are expected to be credited in respect of Tender Offer proceeds for uncertificated shares on 29 July 2026.

There were no Shares sold by the Joint Tender Managers to Incoming Investors pursuant to the Matching Facility.

Result of General Meeting

The Board also announces that each resolution set out in the Notice of Meeting dated 8 July 2026 was passed at the General Meeting of the Company that was held earlier today.

Prints of the items of special business passed will shortly be available for inspection on the National Storage Mechanism. 

The proxy votes cast on each resolution were as follows:

RESOLUTION		For/ Discretionary	%	Against	%	Withheld
SPECIAL RESOLUTION:
1.	THAT, in addition to the authority for the purpose of section 701 of the Companies Act 2006 (the "Act") granted pursuant to resolution 15 at the annual general meeting of the Company held on 30 April 2026, the Company be and is hereby unconditionally and generally authorised for the purpose of Section 701 of the Act to make market purchases (as defined in Section 693 of that Act) of Shares of £1.00 each in the capital of the Company acquired by the Joint Tender Managers pursuant to the tender offer to be made by them on the terms and subject to the conditions set out in the Circular.	65,208,747	99.78	144,863	0.22	24,305
ORDINARY RESOLUTION:
2.	THAT, conditional upon the passing of Resolution 1, up to 13,609,240 Shares validly tendered under  the Tender Offer for purchase by the Joint Tender Managers may be sold for cash by the Joint Tender Managers to persons who agree to acquire such shares at a price equal to the Tender Price (as defined in the Circular) which price shall be at a discount to the Company's most recently published net asset value per Share on the date on which such sale is effected.	60,770,467	99.60	242,576	0.40	4,368,001

Resolution 1 was passed as a special resolution and resolution 2 was passed as an ordinary resolution.

Expected Timetable

All times shown are London times unless otherwise stated. Each of the times and dates in the table below in respect of the Tender Offer is indicative only and may be subject to change by RIT, in which event details of the new times and dates will be notified to shareholders by announcement through a Regulatory Information Service.
CREST accounts credited with unsuccessfully tendered uncertificated Shares	24 July 2026
Cheques despatched in respect of Tender Offer proceeds for certificated Shares	Week commencing 27 July 2026
Return of share certificates in respect of unsuccessful tenders of certificated Shares	Week commencing 27 July 2026
Despatch of balance share certificates in respect of unsold Shares in certificated form	27 July 2026
CREST accounts credited in respect of Tender Offer proceeds for uncertificated Shares	29 July 2026

Defined terms used in this announcement have the meanings given to them in the circular published by the Company on 8 July 2026 (the "Circular") unless the context otherwise requires.

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.

The full terms and conditions of the Tender Offer are set out in the Circular, which shareholders are advised to read in full. 

Note: any reference in this RNS to the Company's issued share capital is as at the Record Date for the Tender Offer (9 July 2026) and exclusive of treasury shares.

Enquiries:

J. Rothschild Capital Management (Manager):

T: 020 7647 8565

E: [e-mail]

Jefferies International Limited:

Stuart Klein, Gaudi le Roux

T: 020 7029 8000

J.P. Morgan Cazenove:

William Simmonds, Rupert Budge

T: 020 3493 8000

Brunswick Group (Media enquiries):

Nick Cosgrove, Jack Curtis

T: 020 7404 5959

E: [e-mail]

 

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