Update re Tender Offer
Summary by AI BETAClose X
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, IN ANY MEMBER STATE OF THE EEA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD CONSTITUTE A VIOLATION OF THE LAWS OF SUCH JURISDICTION.
This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in any jurisdiction in which the same would be unlawful. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.
Legal Entity Identifier: 2138008X94M7OVE73I77
22 June 2026
Schroders Capital Global Innovation Trust plc
("INOV" or the "Company")
Update re Tender Offer
The Board of Schroders Capital Global Innovation Trust plc announces a further extension to the timetable for the tender offer to shareholders announced on 7 May 2026 (the "Tender Offer") along with an increased capital return of £23.5 million less costs (revised up from the £20 million less costs set out in the Circular).
The Tender Offer has been structured to include a price update mechanism so that the Final Tender Price is set by reference to the latest NAV per Share. However, events in the portfolio give rise to complexities for a mid reporting cycle valuation process, and so the Board has extended the timetable of the Tender Offer such that the Final Tender Price Determination Date is 16 September 2026. This is expected to be following the publication of the half-year results to 30 June 2026, allowing for the incorporation of the latest valuation information in the Final Tender Price.
As a result of recent positive cash generation in the portfolio the Board has also been able to increase the size of the Tender Offer to £23.5 million less costs.
The revised timetable is set out below, and shareholders now have until 1.00 p.m. on 23 September 2026 to make their tender election.
Updated Timetable
|
|
2026 |
|
Final Tender Price Determination Date |
16 September 2026 |
|
Announcement of the Final Tender Price and Basic Entitlement |
18 September 2026 |
|
Last time and date for receipt of Tender Form, settlement of TTE Instruction(s) from CREST and Tender Closing Date |
1.00 p.m. on 23 September 2026 |
|
Tender Record Date |
6.00 p.m. on 23 September 2026 |
|
Announcement of the results of the Tender Offer |
25 September 2026 |
|
Completion of the Tender Offer |
29 September 2026 |
|
CREST settlement date: Payments through CREST made and CREST accounts settled |
30 September 2026 |
|
Cheques and balancing share certificates despatched to certificated Shareholders |
7 October 2026 |
The times and dates set out in the expected timetable above may, in certain circumstances, be adjusted by the Board (subject to advice from Winterflood, a division of Marex Financial), in which event, details of the new times and dates will be notified, as required, to the London Stock Exchange and, where appropriate, to Shareholders and an announcement will be made through a Regulatory Information Service.
All references to times are to London times.
Defined terms used in this announcement shall, unless the context requires otherwise, have the meanings ascribed to them in the Circular. The Circular is available on the Company's website at https://www.schroders.com/inov. The Circular is available for inspection at the National Storage Mechanism which is located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Enquiries:
Schroder Investment Management Limited
Francesca Davis (Company Secretary) +44 (0)207 658 6000
Charlotte Banks (Press) +44 (0)207 658 9063
John Spedding (Head of Investment Trusts) +44 (0)207 658 3206
Winterflood, a division of Marex Financial
Neil Langford / Rose Ramsden (Corporate Finance) +44 (0)20 3100 0000
Darren Willis / Innes Urquhart (Corporate Sales)
IMPORTANT INFORMATION
This announcement contains forward-looking statements. These forward-looking statements include all matters that are not historical facts. These forward-looking statements are made based upon the Company's expectations and beliefs concerning future events impacting the Company and therefore involve a number of risks and uncertainties. Forward-looking statements are not guarantees of future performance, and the Company's actual results of operations, financial condition and liquidity may differ materially and adversely from the forward-looking statements contained in this announcement. Forward-looking statements speak only as of the day they are made and the Company does not undertake to update its forward-looking statements unless required by law.
Any acceptance or other response to the Tender Offer should be made only on the basis of information contained in or referred to in the Circular. The Ciruclar contains important information, including the full terms and conditions of the Tender Offer, which Shareholders are urged to read carefully.
Winterflood, a division of Marex, acting through Marex Financial ("Marex") which is authorised in the United Kingdom by Financial Conduct Authority, is acting exclusively for the Company and no-one else in relation to the Tender Offer or the matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Marex nor for providing advice in relation to the Tender Offer or the matters referred to in this announcement. Nothing in this paragraph shall serve to exclude or limit any responsibilities which Marex may have under FSMA or the regulatory regime established thereunder.
Overseas Shareholders
The distribution of this announcement in certain jurisdictions may be restricted by law. It is the responsibility of all Overseas Shareholders to satisfy themselves as to the observance of any legal requirements in their jurisdiction, including, without limitation, any relevant requirements in relation to the ability of such holders to participate in the Tender Offer.
Notice for U.S. Shareholders
The Tender Offer relates to securities in a non-US company which is 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. The Circular has been prepared in accordance with UK style and practice for the purpose of complying with English law and the rules of the FCA and of the London Stock Exchange. US Shareholders should read the entire Circular. The financial information relating to the Company included in the Circular has not been prepared in accordance with generally accepted accounting principles in the United States and thus may not be comparable to financial information relating to US companies. The Tender Offer is not subject to the disclosure and other procedural requirements of Regulation 14D under the Exchange Act. 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. Accordingly, the Tender Offer will be subject to disclosure and other procedural requirements that are different from those applicable under US domestic tender offer procedures and law. US Shareholders should note that the Company is not listed on a US securities exchange, subject to the periodic reporting requirements of the Exchange Act or required to, and does not, file any reports with the SEC thereunder.
It may be difficult for US Shareholders to enforce certain rights and claims arising in connection with the Tender Offer under US federal securities laws since 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-US company or its officers or directors in a non-US court for violations of US securities laws. It also may not be possible to compel a non-US company or its affiliates to subject themselves to a US court's judgment.
To the extent permitted by applicable law and in accordance with normal UK practice, the Company, Winterflood 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 Winterflood acting as market maker in the Shares. These purchases, or other arrangements, may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In order to be excepted from the requirements of Rule 14e-5 under the Exchange Act by virtue of Rule 14e-5(b)(12) thereunder, such purchases, or arrangements to purchase, must comply with the applicable English law and regulation, including the UK Listing Rules, and the relevant provisions of the Exchange Act. Any such purchases by Winterflood or its affiliates will not be made at prices higher than the price of the Tender Offer provided in the Circular, unless the price of the Tender Offer is increased accordingly. In addition, in accordance with normal UK market practice, Winterflood and its affiliates may continue to act as market makers in the Shares and may engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law. Any information about such purchases will be disclosed as required in the UK and the United States and, if required, will be reported via the Regulatory Information Service and available on the London Stock Exchange website at http://www.londonstockexchange.com.
The receipt of cash pursuant to the Tender Offer may be a taxable transaction for US federal income tax purposes. In addition, holders may be subject to US backup withholding and information reporting on payments with respect to the Tender Offer made (or deemed made) within the United States.
Neither the Tender Offer nor the Circular have been approved, disapproved or otherwise recommended by the SEC, any US state securities commission or any other US regulatory authority, nor have such authorities passed upon the merits or fairness of the Tender Offer or determined the adequacy of the information contained in the Circular. Any representation to the contrary is a criminal offence.
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