Baillie Gifford Shin Nippon Tender Offer Results

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO CANADA, AUSTRALIA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EEA OR ANY OTHER JURISDICTION WHERE TO DO SO MAY RESULT IN THE CONTRAVENTION OF ANY REGISTRATION OR OTHER LEGAL REQUIREMENT OF SUCH JURISDICTION. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION TO PARTICIPATE IN THE TENDER OFFER (AS DEFINED HEREIN) IN OR FROM ANY JURISDICTION IN OR FROM WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER UNDER APPLICABLE SECURITIES LAWS OR OTHERWISE.

2 March 2026

Baillie Gifford Shin Nippon PLC (BGS)

Legal Entity Identifier: X5XCIPCJQCSUF8H1FU83

Result of Tender Offer

Baillie Gifford Shin Nippon PLC (the "Company") is pleased to announce the results of the Tender Offer for up to 15 per cent. of the Company's issued share capital, as set out in the circular published on 23 January 2026 (the "Circular"). The Tender Offer was approved by Shareholders at a general meeting of the Company held on 18 February 2026 and Tender Offer elections closed at 1.00 p.m. on 26 February 2026.

A total of 122,008,687 Shares were validly tendered under the Tender Offer. As a result, the Tender Offer was oversubscribed. Eligible Tendering Shareholders were entitled to tender up to 15 per cent. of their Shares (the "Basic Entitlement"), and they may also have tendered additional Shares, but any such excess tenders above the Basic Entitlement would only be satisfied, on a pro rata basis, to the extent that other Eligible Tendering Shareholders tendered less than their aggregate Basic Entitlement.

Accordingly, the Basic Entitlement of all Shareholders who validly tendered their Shares will be accepted in full and excess tenders will be satisfied to the extent of 6.194518 per cent. of the excess Shares tendered (rounded down to the nearest whole share). Consequently, 36,798,009 Shares have been accepted pursuant to the Tender Offer, being 15 per cent. of the issued share capital of the Company (excluding any shares held in treasury).

Shareholders that have successfully tendered their Shares will receive the Tender Price per Share, being the NAV per Share as at the Calculation Date for the Tender Offer less the Tender Costs (as defined in the Circular) less a 2 per cent. discount, expected to be announced on or around 9 March 2026. Cash payments through CREST and certificates despatched to certified Shareholders are expected to be made in the week beginning 16 March 2026.

Capitalised terms used in this announcement, unless otherwise defined, have the same meanings as set out in the Circular.

Expected Remaining Timetable

Enquiries

For further information please contact:

Notice to US Shareholders

The Tender Offer relates to securities in a non-U.S. company registered in Scotland with a listing on the London Stock Exchange and is subject to the disclosure and procedural requirements, rules and practices applicable to companies listed in the United Kingdom, including with respect to the Tender Offer timetable settlement procedures, withdrawal, waiver of conditions and timing of payments, 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 the laws of the United Kingdom, the Listing Rules and the rules of the London Stock Exchange. The Tender Offer is being made solely by means of the Circular and related tender offer documents. U.S. Shareholders should read the entire Circular. Any financial information relating to the Company has been prepared in accordance with UK GAAP and has not been prepared in accordance with generally accepted accounting principles in the United States; thus it may not be comparable to financial information relating to U.S. companies. The Tender Offer is being made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the U.S. Securities Exchange Act of 1934 as amended (the Exchange Act), subject to the exemptions provided by Rule 14d-1 (d) thereunder and otherwise in accordance with the requirements of the Listing Rules of the Financial Conduct Authority. Accordingly, the Tender Offer will be subject to disclosure and other procedural requirements that are different from those applicable under U.S. domestic tender offer procedures. U.S. Shareholders should note that the Company is not listed on a U.S. 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 The Tender Offer is made to U.S. shareholders on the terms and conditions that are no less favourable than as those made to all other shareholders whom an offer is made and any informational documents are disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to other shareholders, subject to applicable law and regulatory requirements.

It may be difficult for U.S. Shareholders to enforce certain rights and claims arising in connection with the Tender Offer under U.S. 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-U.S. company or its officers or Directors in a non-U.S. court for violations of U.S. securities laws. It also may not be possible to compel a non-U.S. company or its affiliates to subject themselves to a U.S. court's judgment. Judgments of U.S. courts are generally not enforceable in the UK. In addition, original actions, or actions for the enforcement of judgments of U.S. courts, based on the civil liability provisions of the U.S. federal securities laws, may not be enforceable in the UK.

To the extent permitted by applicable law regulations, the Company, Winterflood, or any of their affiliates may from time to time, directly or indirectly, 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. To the extent permitted by applicable law and regulations, and subject to compliance with the condition of 14e-5 and any available exemption thereunder (including, Rule 13-5(b)(12), such purchases, or arrangements to purchase, will be effected outside the United States and made in compliance with applicable UK law and regulation, including the UK Listing Rules. Any information about such purchases will be disclosed as required in the United Kingdom and the United States and, if required, will be reported via the Regulatory Information Service of the London Stock Exchange. To the extent that such information is made public in the United Kingdom, this information will also be publicly available to Shareholders in the United States.

The receipt of cash pursuant to the Tender Offer may be a taxable transaction for U.S. federal income tax purposes. Each U.S. Shareholder should consult and seek individual tax advice from an appropriate professional adviser.

Neither the SEC nor any U.S. state securities commission has approved or disapproved of this transaction or pass upon the merits or fairness of such transaction or passed upon the adequacy of the information contained in the Circular. Any representation to the contrary is a criminal offence.

For the purposes of the Circular, the "United States", "United States of America", "U.S." and "US" means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia. 

Important information

The Company's LEI number is X5XCIPCJQCSUF8H1FU83.

The Tender Offer is made only on the terms, and subject to the conditions, set out in the Circular (and, in the case of Shares held in certificated form, in the associated Tender Form).