Results of Tender Offer

Schroder UK Mid Cap Fund PLC

24 June 2026

 

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE ITS RELEASE, PUBLICATION OR DISTRIBUTION IS OR MAY BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION.

This announcement contains information that is inside information for the purposes of Article 7 of the UK version of Regulation (EU) No. 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (the Market Abuse Regulation).

Schroder UK Mid Cap Fund plc

Results of Tender Offer

24 June 2026  

The Board of Schroder UK Mid Cap Fund plc (the "Company") announces the results of the Tender Offer, details of which were set out in a circular to Shareholders published by the Company on 20 May 2026 (the "Circular").  The Tender Offer closed on 22 June 2026.  Implementation of the Tender Offer was approved by Shareholders at a general meeting of the Company held earlier today.

A total of 11,445,798 Shares, representing 34.26 per cent. of the Shares in issue at the Tender Record Date and 34.65 per cent. of the Shares in issue as at 23 June 2026 (excluding for these purposes Shares held in treasury), were validly tendered under the terms of the Tender Offer. 

As the aggregate number of Shares validly tendered did not exceed the Maximum Tender Condition (being 16,661,822 Shares) the Tender Offer will proceed and the Tender Pool will be created at close of business on 25 June 2026.

The realisation of the assets held in the Tender Pool is currently expected to be completed by no later than close of business on 5 August 2026, with the final Tender Price and payment date to be announced by the Company shortly thereafter. The actual realisation period will depend on the prevailing market environment. The Company will provide an update by way of an RIS announcement once the realisation of the Tender Pool is complete, with the Tender Price and payment date being advised at that time.

The Tender Price will be calculated by reference to the realised value of the Tender Pool, from which all of the costs associated with making the Tender Offer will be deducted.  The Tender Pool will also bear its share of the operating costs of the Company between the Calculation Date and the Tender Price Determination Date. These operating costs will be borne on a pro rata basis between the Tender Pool and the Continuing Pool by reference to the relative NAVs of the pools.

Harry Morley, Chair of Schroder UK Mid Cap Fund plc, commented:

"We are pleased that a clear majority of our shareholders have chosen to remain invested in the Company, and we now have a stable base from which to grow going forward. We thank all shareholders for their thoughtful engagement and support for the Transaction."

Jean Roche, Fund Manager of Schroder UK Mid Cap Fund plc, commented:

"The Schroders team very much appreciates the support for the Company and its strategy demonstrated during the tender process, and thanks the significant majority of investors who have chosen to remain invested. We remain focused on delivering long-term value and believe the portfolio is well positioned to capitalise on the compelling investment opportunities in UK mid-cap equities."

Terms used but not otherwise defined in this announcement shall bear the meanings given to them in the Circular.

Notice for US Shareholders

The tender offer relates to securities of a non-U.S. company organized 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 will be 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. 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 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 judgement.

To the extent permitted by applicable law and in accordance with normal U.K. practice, the Company or Investec or any of their affiliates may make certain purchases of, or arrangements to purchase, shares of the Company outside the United States during the period in which the tender offer remains open for acceptance, including shares and purchases of shares effected by Investec as market maker in the Shares.

For further information please contact:

Company

Harry Morley, Chairman

via Investec Bank plc (details below)

Schroder Investment Management Limited, Company Secretary

Phoebe Merrell

[phone]

Investec Bank plc, Corporate Finance Adviser

Lucy Lewis / Tom Skinner

[phone]

Panmure Liberum Limited, Corporate Broker

Michael Janes

[phone]

Schroders PR

Charlotte Banks / Kirsty Preston

[e-mail] / [e-mail]

[phone] / [phone]

Legal Entity Identifier: 549300SOEWCYZTK2SP87

The person responsible for arranging for the release of this announcement on behalf of Schroder UK Mid Cap Fund plc is Phoebe Merrell of Schroder Investment Management Limited, the Company Secretary.

 

END