The information communicated in this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (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). The person responsible for arranging for the release of this announcement on behalf of the Baillie Gifford Shin Nippon PLC is Baillie Gifford & Co Limited acting as company secretary. Upon the publication of this announcement, this information is considered to be in the public domain.
Baillie Gifford Shin Nippon PLC (BGS)
(the Company)
Legal Entity Identifier: X5XCIPCJQCSUF8H1FU83
9 December 2025
Amended tender offer arrangements
In the interim report of Baillie Gifford Shin Nippon PLC (the "Company") the Chairman welcomed Jared Anderson as deputy portfolio manager working alongside Brian Lum, who took over lead portfolio manager duties from Praveen Kumar. While remaining committed to their long-term investment approach, Brian and Jared have made a number of changes to the portfolio during the quarter. These changes reflect their views of the best growth companies in Japan and take advantage of non-material changes made to the Company's investment policy earlier this year, which broadened the investable universe to reflect better the opportunity set. Since 31 May 2025, there have been three positions initiated in companies with market capitalisation in excess of ¥150 billion (the upper restriction prior to the changes to the investment policy) and ten complete exits, including Moneytree, which was an unquoted holding.
It is far too early to assess the impact of such changes, although the Board believes in the potential for the portfolio to outperform over the longer term. However, the Company's recent performance has continued to be impacted by the ongoing underperformance of small cap growth-focused companies in Japan and the Board has been considering what steps it should take in response.
The Board has recently undertaken a consultation exercise with shareholders representing in excess of 43% of the Company's share capital. While shareholders share the Board's frustration with the continued poor performance, many recognise the unique opportunity offered by the Company, being the only investment trust offering dedicated growth exposure to small cap companies in Japan, and are supportive of the mandate continuing to be pursued. They also believe the portfolio managers should be given an appropriate amount of time to demonstrate the efficacy of the changes they have made to the portfolio.
To that end, the Company's current three year performance triggered tender offer, which runs to 31 January 2027 (the "2027 Conditional Tender Offer"), provides insufficient time to assess the portfolio managers' performance, with only 14 months left in the measurement period and the Company currently being 29.2% behind the benchmark as at 5 December 2025. While a reasonable proportion of those consulted did not wish to see the Company shrink now, other shareholders considered an immediate tender offer as being necessary if the 2027 Conditional Tender Offer was to be removed or the measurement period reset. Further, the Board recognises that shareholders may have had certain expectations or assumptions for the 2027 Conditional Tender Offer if they bought shares during the period since it was introduced in 2024.
Consequently, and looking to balance the desires of different shareholders, the Board intends to seek shareholder approval for the following proposals (the "Proposals"):
1. to undertake a tender offer for up to 15% of issued share capital (excluding shares held in treasury) in Q1 2026 (the "Tender Offer");
2. to remove the 2027 Conditional Tender Offer;
3. to introduce a performance triggered tender offer for up to 100% of issued share capital, which will be undertaken if the Company's NAV per Share total return does not equal or exceed the total return on the MSCI Japan Small Cap Index (in sterling terms) over a five year period from 31 December 2025 to 31 December 2030; and
4. to put a one-off continuation vote to shareholders in 2028.
Each element of the Proposals will be inter-conditional on each other.
The Tender Offer would be undertaken at a price representing NAV per Share less the costs of the Tender Offer less a 2% discount
The Company intends to publish a tender offer circular (the "Circular") early in Q1 2026 setting out full details of the Proposals and convening a general meeting to seek shareholder approval for the Proposals.
Given the small cap nature of the Company's portfolio, and its modest holdings in unquoted securities, it may be necessary to implement the Tender Offer using a pooling approach. Further details will be provided in the Circular once this has been considered fully.
The Board remains committed to using buybacks to address imbalances in supply and demand and to reduce the volatility of the discount and intends to continue buying back shares when it is in shareholders' best interests to do so.
For further information please contact:
Jamie Skinner, Chairman, Via Baillie Gifford crtallenquiries@bailliegifford.com
Neil Morgan and Innes Urquhart, Winterflood Securities +44 (0) 20 3100 0000
Anzelm Cydzik, Baillie Gifford & Co Ltd crtallenquiries@bailliegifford.com
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