Publication of Tender Offer Circular
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, THE UNITED STATES OR 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: 213800VMBJH2TCFDZU08
11 September 2026
The Lindsell Train Investment Trust plc
(the `Company' or `LTIT')
Publication of Tender Offer Circular
To purchase up to 20% of the Issued Share Capital of the Company
Tender Price Set at a 5% Discount to NAV
The Board of The Lindsell Train Investment Trust plc announces that it has today published a circular in connection with a proposed Tender Offer (the Circular). The Circular sets out the terms of the Tender Offer to Eligible Shareholders for up to 20% of the issued share capital of the Company.
Since launch in 2001, LTIT has delivered an annualised NAV total return of 10.5%, ahead of the MSCI World Index which delivered 7.8% over the same period. But performance over the last five years has been disappointing, at -7.1% annualised, and, the Board believes, this has led to the widening of the discount at which the Shares trade.¹
Notwithstanding this, the Board continues to have confidence in the Company's investment approach and the quality of its portfolio, including its stake in its Investment Manager, Lindsell Train Limited (LTL). Having considered the range of options available to the Company, it is the Board's view that the Tender Offer is the most appropriate course of action to seek to narrow the discount at which the Shares trade, while allowing time for the Investment Manager's strategy to deliver improved performance and providing those Eligible Shareholders who wish to participate in the Tender Offer an opportunity to realise some or all of their investment (subject to the overall limits of the Tender Offer).
In connection with the Tender Offer, the Company and the Investment Manager have agreed that the Investment Manager will repurchase a sufficient number of LTL Shares (the LTL Sale Shares) from the Company in order to ensure that the percentage of the Company's portfolio that the holding in LTL represents as at the Calculation Date is not affected by completion of the Tender Offer.
The Tender Offer, which is subject to Shareholder approval at the General Meeting, is being made at a Tender Price equal to a 5% discount to the prevailing Net Asset Value per Share (which, for the purpose of calculating the Tender Price, shall have added back to it all costs and expenses incurred or accrued in connection with the Tender Offer ahead of the Calculation Date) as at close of business on 9 October 2026 (the Calculation Date).
The formal notice convening the General Meeting, to be held at 25 Southampton Buildings, London WC2A 1AL at 9.30 a.m. on 8 October 2026, is set out at the end of the Circular. The Notice of General Meeting includes the full text of the Resolution.
The Circular is available on the Company's website at https://www.ltit.co.uk/. The Circular will shortly be available for inspection at the National Storage Mechanism which is located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Notes:
¹ All data in this paragraph annualised in Sterling total return terms to 31 July 2026.
Roger Lambert, Chair of The Lindsell Train Investment Trust plc, commented
"The Board is taking proactive and decisive action to put choice directly into shareholders' hands. The Tender Offer provides those who wish to exit with a clear, time-limited route to liquidity at a price closely linked to the Trust's underlying asset value, while enabling LTIT to continue operating and giving its strategy time to deliver. We believe this structure strikes the right balance between the interests of shareholders seeking an exit and those who remain confident in the long-term proposition. It reflects both our conviction in the Company's future and our commitment to clear accountability to shareholders."
All directors, including the Board of Lindsell Train Investment Trust, together with Nick Train and Michael Lindsell, joint founders of Lindsell Train Limited, have confirmed that they will not participate in the Tender Offer. This decision reflects their continued conviction in the Company's strategy and positive long-term outlook. Rather than realise any part of their holdings through the Tender Offer, they will remain fully invested alongside continuing shareholders.
Highlights
- Tender offer for up to 20% of the Company's issued share capital (up to 4 million Shares), with Shareholders able to tender up to 20% of their individual holdings with their basic entitlement satisfied in full
- Tender Price set at a 5% discount to NAV
- The Tender Offer is intended to address the Company's share-price discount to NAV
- The Company's exposure to the Investment Manager is intended to remain proportionately unchanged following completion of the Tender Offer as a result of the buyback of the LTL Sale Shares by the Investment Manager
- The Board continues to back the Company's strategy and Lindsell Train's investment approach
- None of the Directors, nor Nick Train or Michael Lindsell, will participate in the Tender Offer due to their belief in the positive long-term outlook for the Company
- The Tender Offer is subject to Shareholder approval, with a General Meeting scheduled for 8 October 2026
- The Independent Directors (being all of the Directors except Michael Lindsell (a Director and joint founder of the Investment Manager)) unanimously recommend voting in favour of the Resolution, while making no recommendation on whether individual Shareholders should participate in the Tender Offer.
Expected Timetable
| Publication of Circular and Tender Offer opens | 11 September 2026 |
| Tender Record Date | 6.00 p.m. on 14 September 2026 |
| Deadline for proxy appointments | 9.30 a.m. on 6 October 2026 |
| General Meeting | 9.30 a.m. on 8 October 2026 |
| Result of General Meeting announced | 8 October 2026 |
| Tender Offer closes / deadline for Tender Forms and CREST instructions | 1.00 p.m. on 9 October 2026 |
| Tender Closing Date | 9 October 2026 |
| Calculation Date | close of business on 9 October 2026 |
| Results of Tender Offer announced | 12 October 2026 |
| Completion of Tender Offer | 16 October 2026 |
| CREST settlement / despatch of cheques and balancing share certificates | 20 October 2026 |
The times and dates set out in the expected timetable and stated throughout the Circular may, in certain circumstances, be adjusted by the Board (in consultation with J.P. Morgan Cazenove), 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.
Capitalised terms used in this announcement shall, unless the context otherwise requires, have the meanings given to them in the Circular.
For further information:
Senior Company Secretary
Victoria Hale
Tel: 0203 1708732
J.P. Morgan Cazenove (Corporate Broker)
William Simmonds / Rupert Budge
Tel: 020 3493 8000
Quill PR (Media Enquiries)
Sarah Gibbons-Cook/Robbie Lawther/Emma Taylor
Tel: 07702 412680 / Email: LindsellTrain@quillpr.com
About Lindsell Train Investment Trust plc
The Lindsell Train Investment Trust plc (LSE: LTI) is a UK-listed, closed-ended investment trust managed by Lindsell Train Limited, with the objective of maximising long-term total returns while preserving the real purchasing power of Sterling capital. The trust is distinguished by its highly concentrated, low-turnover portfolio, which combines a substantial direct equity stake in its investment manager, Lindsell Train Limited, with a select portfolio of high-quality global equities intended to compound value over the long term.
IMPORTANT INFORMATION
This announcement contains forward-looking statements. 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 Circular contains important information, including the full terms and conditions of the Tender Offer, which Shareholders are urged to read carefully.
J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove (J.P. Morgan Cazenove), is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority. J.P. Morgan Cazenove is acting exclusively for the Company and no-one else in relation to the Tender Offer and the matters referred to in the Circular and this announcement and will not regard any other person as its client in relation to the Tender Offer and will not be responsible to anyone other than the Company for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to the Tender Offer or any matter or arrangements referred to in the Circular and this announcement. Nothing in the Circular or this announcement shall serve to exclude or limit any responsibilities which J.P. Morgan Cazenove may have under FSMA or the regulatory regime thereunder.
Overseas Shareholders and Sanctions Restricted Persons
The making of the Tender Offer to persons outside the United Kingdom may be prohibited or affected by the laws of the relevant overseas jurisdictions. Shareholders with registered or mailing addresses outside the United Kingdom or who are citizens or nationals of, or resident in, a jurisdiction other than the United Kingdom should read carefully paragraph 11 of Part 4 of the Circular.
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.
The Tender Offer is not being made to Restricted Shareholders or any Sanctions Restricted Persons. In particular, the Tender Offer is not being made, directly or indirectly, in or into or by the use of mails by any means or instrumentality (including, without limitation, facsimile transmission, internet, telex, telephone and email) of interstate or foreign commerce, or any facility of a national securities exchange of the United States, nor is it being made directly or indirectly in or into Australia, Canada, Japan, New Zealand, the Republic of South Africa, the United States or any other jurisdiction into which the making of the Tender Offer would constitute a violation of the relevant law and regulations in such jurisdiction, and the Tender Offer cannot be accepted from within Australia, Canada, Japan, New Zealand, the Republic of South Africa, the United States or any other jurisdiction into which the making of the Tender Offer would constitute a violation of the relevant law and regulations in such jurisdiction.
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