Circ re. Baillie Gifford Shin Nippon tender offer

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.

23 January 2026

Baillie Gifford Shin Nippon PLC (BGS)

Legal Entity Identifier: X5XCIPCJQCSUF8H1FU83

Publication of Circular

Baillie Gifford Shin Nippon PLC (the Company) has today published a circular (the Circular) in connection with a tender offer for up to 15 per cent. of the issued ordinary shares of 2p each in the capital of the Company (the Ordinary Shares) (the Tender Offer) and other proposals as announced by the Company on 9 December 2025 (the Proposals). The Circular also includes the notice to convene a general meeting (the General Meeting) at which the appropriate shareholder authority will be sought. The General Meeting will be held at 3.00 p.m. on 18 February 2026 at the offices of Baillie Gifford & Co at Calton Square, 1 Greenside Row, Edinburgh EH1 3AN.

The Circular is expected to be posted to Shareholders shortly and will be made available on the Company's website at www.shinnippon.co.uk.  The contents of such website are not incorporated into, and do not form part of, this announcement (the Announcement). A copy of the Circular will also be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

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

Background

In May 2025, Brian Lum was promoted from deputy portfolio manager to lead portfolio manager, replacing Praveen Kumar. Jared Anderson was also appointed deputy portfolio manager. While remaining committed to their long-term investment approach, Brian and Jared have made a number of changes to the portfolio since their appointment. These changes reflect their views of the best Japanese small cap growth companies and take advantage of the changes to the Company's investment policy announced earlier this year. These broadened the investable universe to reflect 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. In addition, there have been significant changes to the size of a number of existing positions with position sizing forming an important element of the portfolio review.

The Board still believes it is too early to assess the impact of such changes, although the Board continues to believe 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 versus their larger peers leading the Board to consider what steps to take in response.

More recently, and as noted in the announcement on 9 December 2025, the Board undertook a consultation exercise with Shareholders representing in excess of 43 per cent. of the Company's issued share capital. While those Shareholders shared the Board's frustration with the continued poor performance, many recognised the unique opportunity offered by the Company, being the only investment trust offering dedicated exposure to small cap growth companies in Japan, and were supportive of the mandate continuing to be pursued. They, and the Board, also believe the portfolio managers should be given an appropriate amount of time to demonstrate the efficacy of the changes made to the portfolio.

The Board believes, therefore, that the 2027 Conditional Tender Offer provides insufficient time to assess the portfolio managers' performance, with only 12 months left in the measurement period and the Company currently being 31.6 per cent. behind the Comparative Index as at the Latest Practicable Date. While a reasonable proportion of those Shareholders consulted did not wish to see the Company shrink, 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. Therefore the Board is recommending cancelling the 2027 Conditional Tender Offer and holding the Tender Offer at this time.

The Board is therefore recommending the Tender Offer, together with the removal of the 2027 Conditional Tender Offer, which will allow Shareholders to realise some or all of their investment in the short term, and the introduction of the 100 per cent. 2030 Performance Related Tender Offer to keep the continuity of a performance based tender offer but over a longer time period.

In recognition of the longer five year period until the 100 per cent. 2030 Performance Related Tender Offer, the Board is also proposing the 2028 Continuation Vote to allow Shareholders to vote on the future of the Company.

The Tender Offer

The Tender Offer will enable those Shareholders (other than Restricted Shareholders, Sanctions Restricted Persons and certain Overseas Shareholders) (Eligible Tendering Shareholders) on the register at the Record Date who wish to sell some or all of their Shares to elect to do so, subject to the overall limits of the Tender Offer.

Eligible Tendering Shareholders who successfully tender 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), which for the avoidance of doubt will be borne by Shareholders participating in the Tender Offer, less a 2 per cent. discount applied to such net amount.

Under the terms of the Tender Offer, which is being made by Winterflood, Eligible Tendering Shareholders will be entitled to tender Shares up to their Basic Entitlement, rounded down to the nearest whole Share. Eligible Tendering Shareholders may also tender additional Shares but any such excess tenders above the Basic Entitlement will only be satisfied, on a pro rata basis, to the extent that other Eligible Tendering Shareholders tender less than their aggregate Basic Entitlement.

The Tender Price for the Tender Offer is expected to be announced on or around 9 March 2026 in accordance with the calculation method set out at paragraph 4 of Part 4 of this Circular. The maximum number of Shares that will be purchased under the Tender Offer will be 15 per cent. of the issued share capital of the Company (excluding treasury Shares). The Basic Entitlement will be 15 per cent. of the Shares held by Shareholders as at the Record Date.

Expected Timetable

Note: All references to time in this Circular are to UK time. Each of the times and dates in the above expected timetable (other than in relation to the General Meeting and the time of receipt of the Form of Proxy) may be extended or brought forward. If any of the above times or dates change, such if the General Meeting needs to be adjourned, the revised time and/or date will be notified to Shareholders by an announcement through a Regulatory Information Service.

Enquiries

For further information please contact:

Regulated Information Classification: Additional regulated information required to be disclosed under applicable law.

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).

The Board makes no recommendation to Shareholders as to whether or not they should tender all or any of their Shares under the Tender Offer. Whether, and the extent to which, Eligible Tendering Shareholders participate in the Tender Offer is a matter for each Eligible Tendering Shareholder to decide and will be influenced by their own individual financial and tax circumstances, views on the Company's prospects and investment priorities.