Schroder UK Mid Cap Fund plc - SCP
Backing tomorrow’s UK market leaders todayImportant Shareholder Information on Proposed Tender Offer - 20 May 2026
The Board believes there is significant support for the ongoing future of the Company from a wide range of Shareholders. However, the Tender Offer follows discussions between the Board and Saba Capital Management, which is interested in 19.5 percent of the issued share capital of the Company. Saba Capital Management has committed, where possible, to validly elect to tender all of its Shares in the Company in the Tender Offer.
A Tender Offer provides the opportunity for all eligible shareholders to elect to realise some or all of their investment in the Company at the realisable value of the portfolio, less costs.
The Company's directors will not tender their shares and continue to have confidence in the Company's strategy and performance track record delivered by its experienced investment management team at Schroders.
The Board have all confirmed that they will not be tendering any Shares in the Tender Offer, and three Directors intend to add to their shareholdings:
- The Board continues to have confidence in the Company’s strategy and long-term prospects
- The Board believes there are attractive long-term opportunities within the UK Mid Cap sector, with valuations at the lower end of their historic range
- The Company has a strong long-term performance track record, having outperformed its benchmark over 1, 5 and 10 years
- The Board has full confidence in the experienced investment management team at Schroders
- Looking ahead, a discount management policy will be implemented, targeting a mid-single digit discount in normal market conditions
- A continuation vote framework will remain in place, providing shareholders with regular opportunities to vote on the future of the Company
- Remaining shareholders will not bear the costs of the tender offer, and the structure is designed to protect value for those who stay invested
Shareholders are encouraged to read page 17 - 22 of the circular
Opportunity set
The Investment Manager and the Board believe that UK medium-sized companies sit in a sweet spot for innovation and disruption. Compared with smaller businesses, they typically have proven business models and more resilient balance sheets; compared with larger peers, many still have significant scope to scale. The UK Mid Cap universe also offers a diverse opportunity set, spanning household names and specialist businesses in niche growth areas with material overseas exposure – around half of FTSE 250 revenues are generated outside the UK. Importantly, the opportunity set is dynamic: IPOs, mergers and acquisitions, promotions from small caps and demotions from large caps continually reshape the universe, enabling the Investment Manager to refresh the portfolio and invest in the next emerging leaders.
Proven investment process
The Company's portfolio is managed by a highly experienced team with deep specialist knowledge of the UK Mid Cap universe, supported by extensive wider research resources. Lead manager of the Company's portfolio, Jean Roche, has 26 years’ experience and works closely with Andy Brough, who has 38 years’ experience. Their differentiated stock selection framework enables the managers to invest across a broad opportunity set, while maintaining a strong focus on active decision making and a disciplined approach to portfolio construction and stock exits. The Board believes this combination of experience, process and active management continues to be a significant competitive advantage for Shareholders.
Valuation opportunity
The valuation case for UK Mid Caps is compelling with the FTSE 250 Index trading on just 11 times earnings relative to both history, and forecast earnings growth of greater than 13 per cent1. This kind of growth is not atypical for UK Mid Caps.
One of the reasons for the very strong long-term performance of UK Mid Caps mentioned above is the contribution from “multi-baggers”. The Investment Manager's research has demonstrated that the UK market has a higher proportion of multi-baggers2 – companies that deliver shareholder returns which are several multiples of their original purchase price – as a percentage of the opportunity set, compared with the US. This means there is a higher probability of selecting a multi-bagger in the UK than in the US. Many of the UK’s multi-baggers will have spent time in the UK mid cap universe.
Performance track-record
The Investment Manager and the Board believe that Company is well positioned to continue delivering value for Shareholders. The Company has built a strong and consistent performance record, with NAV and share price total returns exceeding the Benchmark Index (FTSE 250 excluding Investment Trusts) over multiple time periods, including by 4.1 per cent. in the most recent financial year.
Since Schroders was appointed Investment Manager in 2003, the Company has generated substantial growth in Net Asset Value (+1,226.5 per cent.) well ahead of the Benchmark Index (+749.0 per cent.), alongside sustained dividend progression, reflecting successful capital allocation through a range of market conditions. The Company has been recognised by the Association of Investment Companies (AIC) by being included in the 2026 ‘ISA Millionaire’ list3. This list comprises those investment trusts that would have generated over £1 million had an investor contributed their full annual ISA allowance, since the inception of ISAs in 1999.
Although the investment strategy is one of capital growth, the types of companies held in the portfolio tend to be cash generative, enabling them to finance their growth at the same time as delivering a growing stream of dividends from a growing stream of earnings. The Company has therefore delivered dividend growth well in excess of inflation, and measures such as house prices, over more than twenty years4.
Past Performance is not a guide to future performance and may not be repeated. The value of investments and the income from them may go down as well as up and investors may not get back the amounts originally invested. Exchange rate changes may cause the value of investments to fall as well as rise.
[1] Source: FactSet, Goldman Sachs Global Investment Research. 13 April 2026. Schroders has expressed its own views and opinions and these may change.
[2] Source: Schroders, Bloomberg, screened for companies that returned 27x or more in the 27 years to 16 January 2026 and have minimum market capitalisation of £150m.
[3] Source: Which investment trusts would have made you an ISA millionaire? | The AIC
[4] Source: Schroders. 30 September 2004 to 30 September 2025. Interim dividends as at March, final dividends as at September.
20 May
Publication of this document and Tender Offer opens
22 June, 13:00
Last time and date for receipt of Tender Forms, TTE Instructions and Forms of Proxy
Please note platform holders will have an earlier deadline to elect to participate in the Tender Offer
24 June
General Meeting at 13:00 BST
Company to seek shareholder approval of Tender Offer
Shareholders who are in any doubt as to the action they should take should consult an appropriate independent professional adviser. Shareholders should read the circular which contains the full terms of the Tender Offer, when deciding what action to take.
1 - Voting for the Tender Offer
Shareholders’ attention is drawn to the letter from the Chair of the Company set out in the circular, which contains the unanimous recommendation of the Board that Shareholders VOTE IN FAVOUR of the Resolution to be proposed at the General Meeting, even if they do not intend to tender any Shares pursuant to the Tender Offer.
If you hold your Shares through a platform (e.g. Hargreaves Lansdown or interactive investor), please contact your platform for details of how to vote. Further details on the voting arrangements of each platform can be found here.
The deadline for proxy voting closes at 13:00 on 22 June 2026. However, your platform may have an earlier deadline for you to register your vote. Shareholders holding their Shares through investor platforms are encouraged to vote ahead of the relevant proxy voting deadline.
If you hold you Shares directly, you are requested to complete and return proxy appointments to the Receiving Agent, with more information on this in the circular.
2 - Participating in the Tender Offer
Should you wish to participate and if you hold your Shares through a platform (e.g. Hargreaves Lansdown or interactive investor), you should receive a notification from your platform regarding the Tender Offer and how to participate in it, either via email or in the post. Please contact your platform for more information.
Shareholders who hold Shares in certificated or uncertificated form should refer to the circular for more information.
If you do NOT wish to sell any Shares under the Tender Offer, you should NOT contact your platform, complete a Tender Form, or submit a TTE instruction in CREST. No action is required.
Why invest in SCP?
UK mid-caps are positioned in a sweet spot for innovation, disruption and growth. This is one of the key reasons why the UK Mid Cap index has beaten many other developed market indices over the long term [1]. The index has also produced a significant number of '30 baggers' over the last 30 years [2] and SCP has the opportunity to invest in the best of this diverse and dynamic investment universe.
UK mid caps offer extraordinary value
The Company provides access to an undervalued part of the UK stock market. Valuations among UK mid-caps look unusually low relative to UK large-caps as well as mid‑caps from elsewhere in the world. This may bode well for future performance.
An excellent performance history
Since Schroders became Manager in 2003, the Company has outperformed its Benchmark, the FTSE 250 ex Investment Trust index, returning 1,275%, or a 500% outperformance.[1] Meanwhile, its dividend has grown by a factor of 11.2x in the same period, from 2p to 22.4p in 2025.[2]
Decades of expertise and a proven approach
With more than 60 years of combined investing experience, the investment team looks to select a portfolio of around 50 of the most attractively valued companies, resulting in a high quality portfolio capable of delivering dependable long-term growth in a fast-changing world.
Download Key Material
Portfolio & Performance Hub
Source: Kepler Trust Intelligence, 2026
Source: Association of Investment Companies, 2026
In the Media
Listen to our Mid 250 Podcast
The FTSE 250 index is home to an impressive list of “multi-bagger” businesses. These are stocks which have provided investors with returns at a multiple of their starting value over a period of time.
In this podcast series, Manager Jean Roche and James Goodman interview the leaders at the helm of some of these companies, intent on learning more about the drivers to their financial success.
Available on all major podcasting platforms or browse our episode library below.
Disclaimer: Reference to stocks are for illustrative purposes only and does not constitute a recommendation to buy or sell. Companies that are referenced in the podcast may or may not be held within the Schroder UK Mid Cap Fund plc portfolio. Past performance is not a guide to future performance and may not be repeated.
Company Documents
Invest in the Schroder UK Mid Cap Fund plc (SCP)
It is easy to make regular, tax-efficient investments into investment trust shares with a UK online stockbroker. We recommend you seek financial advice from an independent adviser before making an investment decision.
References
[1] Source: Schroders, Refinitiv Datastream, rebased to 100 at 1 January 2000, data to 1 January 2026. Currencies are base currencies for individual indices.
[2] Source: Refinitiv, Schroders, based on stocks which appreciated in value 30x or more (based on total returns) in the 30 years to 31 December 2023 and had a minimum market capitalisation of £150 million.
[3] - NAV Ex income figures shown as cum income unavailable pre 2008, from 30 April (close) to 30 September 2025. Figures shown are net of fees. With effect from 1 April 2011, the Company’s benchmark has been the FTSE 250 (ex-Investment Trusts) Index. Prior to that date the benchmark was the FTSE All Share, ex. Investment Trusts Index, ex. FTSE 100. The since launch data has been chain-linked to reflect this.
[4] - The dividend history of the Company is available on the AIC website: https://www.theaic.co.uk/