Schroders Capital Global Innovation Trust - Tender Offer 2025
Our FAQ sheet outlines the key considerations for shareholders in relation to the Tender Offer proposed by the Company
Why is the Company proposing the Tender Offer?
The Company entered into managed wind-down in February 2025. Shareholders approved a change to the Company’s investment policy to allow the Company to exit its investments over a period of time in an orderly manner and return cash to Shareholders. The Company currently has approximately £37 million of available cash following recent asset sales and has determined that a Tender Offer is the most efficient way to return that cash to Shareholders.
What do I need to do?
You have two options in relation to the Tender Offer:
- Option 1: Choose to sell some or all of your shares back to the Company.
- Option 2: Keep all of your shares in the Company. To do this, you don’t need to take any action.
At what price will the Company purchase my shares?
The Tender Offer, which is subject to Shareholder approval at the General Meeting, is being made at the Final Tender Price. Based on the Estimated Net Asset Value per Share of 21.36 pence as at 31 May 2025, less the pro rata anticipated costs of the Tender Offer, the Final Tender Price would be 21.119983 pence per Share as at the date of the circular release (19/06/2025).
The Company is alert to events affecting the portfolio during the Tender Offer process. Accordingly, the Final Tender Price will be equal to the Estimated Net Asset Value per Share of 21.36 pence as at 31 May 2025, less the pro rata anticipated costs of the Tender Offer, but updated for any events in the Company’s portfolio prior to 18 July 2025 (the “Final Tender Price Determination Date”) which would lead to a material change in the Company’s Estimated Net Asset Value per Share. The Board is not currently aware of any reason why the Final Tender Price would differ from the Indicative Tender Price.
The Final Tender Price will be announced on or around 25 July 2025. For further information on how the Estimated Net Asset Value per Share has been calculated, please refer to the circular.
How many shares can I sell to the Company?
Eligible Shareholders shall have the right to sell a pro rata proportion of their shareholding in the Company. Based on the Indicative Tender Price, and a proposed return of capital by the Company of up to £37 million less costs, this would represent 21.42 per cent. of your Shares. This is your Basic Entitlement. However, please note that the Final Tender Price and Basic Entitlement will only be announced by the Company on 25 July 2025.
You may choose to sell more than your Basic Entitlement of your Shares, with any excess amount over your Basic Entitlement being your Excess Application. This will give you the potential to sell more shares back to the Company than your Basic Entitlement, but this is not guaranteed. The Company will only be able to repurchase some or all of your Excess Application, to the extent other Shareholders do not take up their Basic Entitlement.
Based on the Indicative Tender Price, and a proposed return of capital by the Company of £37 million less costs, if you have 10,000 shares, your Basic Entitlement would be 2,142 Shares.
Should I participate in the Tender Offer?
This is a personal choice, based on your own individual circumstances. You are encouraged to read the answer to the question “What happens if I don’t participate in the Tender Offer?” below.
What will happen if I make a Tender Offer election?
The answer to this depends on the type of Tender Offer election you make. You can either make no election, an election for your Basic Entitlement or make an election for a higher number of Shares (up to the number of Shares you own in total). Based on an Indicative Tender Price of 21.119983 pence and a Basic Entitlement of 21.42 per cent., an Eligible Shareholder holding 10,000 Shares would have the following options, which would produce the outcomes set out below (assuming the Share price of 13.2 pence as at 17 June 2025 remains the same):
Tender Offer Election | Aggregate Value of Shares Held at Current Share Price (£) | Number of Shares Repurchased | Value of Tender Offer Monies Received (£) | Value of Shares Remaining at Current Share Price (£) | Aggregate Value of Monies Received and Shares Held following Tender Offer (£) |
|---|---|---|---|---|---|
No Shares tendered | 1,320 | – | – | 1,320 | 1,320 |
Basic Entitlement tendered | 1,320 | 2,142 | 452 | 1,037 | 1,490 |
All Shares tendered | 1,320 | 2,927* | 618 | 934 | 1,552 |
(*) - Assumes 10% of Excess Applications are accepted.
What happens if I don’t participate in the Tender Offer?
As you can see above, if you do not sell any of your Shares in the Tender Offer, you will retain your entire shareholding in the Company.
The Company is in the process of exiting the investments in its portfolio over time and returning cash to Shareholders. If you do not participate in the Tender Offer, you will not receive your share of the cash being returned to Shareholders now. Instead, you will retain all your Shares and, as the total number of Shares in issue will decrease following completion of the Tender Offer, your percentage holding in the Company will increase, providing you with increased exposure to the Company’s remaining portfolio assets.
Over time, as more assets are sold and cash is returned to Shareholders, the portfolio will become a more concentrated portfolio of private assets which may demonstrate increased levels of risk and volatility as it will be less diversified.
Towards the end of the managed wind down process, the Company will be put into voluntary liquidation. If you do not participate in this Tender Offer or any future tender offers that will be made over the forthcoming years, you will continue to hold all your Shares at the point at which the Company goes into voluntary liquidation. A final cash payment will be made to you at the end of the liquidation, which may be a number of years into the future.
There can be no assurance given as to when that amount may be paid nor as to the amount that may be paid to you at the end of the liquidation of the Company, which may be more or less than you would have received had you participated in the Tender Offer and each of the subsequent tender offers to be undertaken by the Company over time.
How do I participate in the proposed Tender Offer?
Please read paragraph 8 of Part 1 (Letter from the Chair) of the circular, which sets out the action you should take should you wish to participate in the Tender Offer.
If you hold your shares through a platform, for example, Hargreaves Lansdown or Interactive Investor, you should receive a notification from your platform regarding the Tender Offer, either via email or in the post. The closing date to participate in the Tender Offer is 23 July 2025, however, your platform may have an earlier deadline, details of which should be contained in the notification from your platform. If you have not received a notification from your platform by 25 June 2025, you should contact your platform for more information.
If you have any questions regarding participating in the Tender Offer, please contact your platform.
Do I need to vote for the Tender Offer?
The Company is convening a general meeting on 10 July 2025 at which Shareholders will be asked to approve the Tender Offer Resolution, which will grant the Company authority to buy back the Shares in connection with the Tender Offer. The Board recommends that Shareholders vote in favour of the Tender Offer Resolution. For details on how to vote your Shares, please contact your platform. Further details on the voting arrangements of each platform can be found here: https://www.theaic.co.uk/how-to-vote-your-shares. The deadline for proxy voting closes at 2.30 p.m. on 8 July 2025, however, your platform may have an earlier deadline for you to register your vote.
The Board unanimously recommends that you vote in favour of the Tender Offer Resolution. However, you do not need to vote on the Tender Offer Resolution to be able to participate in the Tender Offer. All Shareholders have the right to participate in the Tender Offer whether they choose to vote or not.
Will I be notified of future tender offers by the Company?
It is expected that communications in relation to future tender offers will be sent to Shareholders via email. If you wish to receive email notifications with details of future tender offers, similar to the information set out in this letter, please register using the following web address: https://www.schroders.com/inovcomms.