Investment Company PLC
15 July 2026
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EEA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY DOWGATE WEALTH LIMITED WHICH IS AUTHORISED AND REGULATED IN THE UNITED KINGDOM BY THE FINANCIAL CONDUCT AUTHORITY (FRN 926137). ITS REGISTERED OFFICE IS SITUATED AT 15 FETTER LANE, LONDON EC4A 1BW. THIS FINANCIAL PROMOTION IS NOT INTENDED TO BE INVESTMENT ADVICE.
THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO ACQUIRE, SECURITIES IN THE UNITED STATES OF AMERICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
Investment Company PLC
LEI: 2138004PBWN5WM2XST62
15 July 2026
The Investment Company plc
(the "Company")
Launch of Retail Offer
The Board of The Investment Company plc (the "Company") is pleased to announce a retail offer via BookBuild (the "Retail Offer") of 392,615 new ordinary shares of £0.10 each in the capital of the Company which, following the Company's capital reduction, are expected to have a nominal value of £0.01 each (the "New Ordinary Shares") at an issue price of 76.41 pence per New Ordinary Share (the "Issue Price").
In addition to the Retail Offer, the Company has also conducted a placing and offer for subscription of New Ordinary Shares at the Issue Price (the "Issue"), raising approximately £7.16 million, as announced by the Company on 10 July 2026.
The Retail Offer, together with the Issue, comprise the "Fundraising". A separate announcement was made by the Company on 4 June 2026 regarding the Issue and its terms (the "Issue Announcement"). For the avoidance of doubt, the Retail Offer is not part of the Issue. Further details of the Issue can be found in the Issue Announcement.
The Issue Price represents a 2 per cent. discount to the net asset value per ordinary share, in each case as at close of business on 14 July 2026. Investors are reminded that an investment in the Company is subject to the risks described in the Circular and previous announcements.
The Retail Offer is conditional on the New Ordinary Shares to be issued pursuant to the Retail Offer being admitted to trading on the Main Market of the London Stock Exchange ("Admission"). Admission of the New Ordinary Shares pursuant to the Retail Offer is expected to take place at 8.00 a.m. on 28 July 2026. Completion of the Retail Offer is also conditional upon the completion of the Issue.
The net proceeds of the Fundraising will be invested in accordance with the Company's proposed new investment objective and policy, as set out in the Issue Announcement.
Prospective investors should consider carefully whether the Company's investment objective, strategy and risk profile are appropriate for their individual circumstances before investing.
The Issue Announcement can be found at https://theinvestmentcompanyplc.co.uk/.
Expected Timetable in relation to the Retail Offer
|
Retail Offer opens |
12:00 p.m. on 15 July 2026 |
|
Latest time and date for commitments under the Retail Offer |
4:30 p.m. on 23 July 2026 |
|
Results of the Retail Offer announced |
7.00 a.m. on 24 July 2026 |
|
Admission and dealings in New Ordinary Shares issued |
8.00 a.m. on 28 July 2026 |
Any changes to the expected timetable set out above will be notified by the Company through a Regulatory Information Service. References to times are to London times.
Dealing Codes
|
Ticker |
INV |
|
ISIN for the Ordinary Shares |
GB00BV4FKD05 |
|
SEDOL for the Ordinary Shares |
BV4FKD0 |
Reason for the Retail Offer
The Company values its retail shareholder base, which has historically supported the Company alongside institutional investors. The Company therefore believes that it is appropriate to provide its retail shareholders in the United Kingdom the opportunity to participate in the Retail Offer.
The Retail Offer is being made available to eligible retail shareholders resident and physically located in the United Kingdom. Retail shareholders can participate through the financial intermediaries which will be listed, subject to certain access restrictions, on the following website https://www.bookbuild.live/deals/6Q4887/authorised-intermediaries.
Shore Capital Stockbrokers Ltd will be acting as retail offer coordinator in relation to the Retail Offer (the "Retail Offer Coordinator").
Retail shareholders can contact their broker or wealth manager ("Intermediary") to participate in the Retail Offer. In order to participate in the Retail Offer, each Intermediary must be on-boarded onto the BookBuild platform and agree to the Retail Offer terms and conditions, which regulate, inter alia, the conduct of the Retail Offer and provide for the payment of commission to any Intermediary that elects to receive a commission and/or fees (to the extent permitted by the FCA handbook of rules and guidance) from the Retail Offer Coordinator (on behalf of the Company).
Any expenses incurred by any Intermediary are for its own account. Eligible investors should confirm separately with any Intermediary whether there are any commissions, fees or expenses that will be applied by such Intermediary in connection with any application made through that Intermediary pursuant to the Retail Offer.
Eligibility for the Retail Offer
The Retail Offer will be open to eligible investors resident and physically located in the United Kingdom at 12:00pm today. The Retail Offer is expected to close at 4:30 p.m. on 23 July 2026. However, eligible investors should note that certain Intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.
The Retail Offer is available to new and existing shareholders of the Company.
If any Intermediary has any questions about how to participate in the Retail Offer on behalf of eligible investors, please contact BookBuild at email: support@bookbuild.live.
To be eligible to participate in the Retail Offer, applicants must be a customer of one of the participating Intermediaries listed on the above website, be resident and physically located in the United Kingdom and be aged 18 years or over.
The Company reserves the right to scale back any order at its discretion. The Company reserves the right to reject any application for New Ordinary Shares pursuant to the Retail Offer without giving any reason for such rejection.
It is vital to note that once an application for New Ordinary Shares has been made and accepted via an Intermediary, it cannot be withdrawn.
The New Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with existing ordinary shares including the right to receive all dividends and other distributions declared, made or paid after their date of issue.
The Retail Offer is offered in the United Kingdom under an exemption from the prohibition of public offers specified in Part 1 of Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024 and under an exemption from the requirement to publish a prospectus in the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook of the FCA.
The Retail Offer is not being made into any jurisdiction other than the United Kingdom or to US Persons (as defined in Regulation S of the US Securities Act 1933, as amended).
No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Financial Conduct Authority (or any other authority) in relation to the Retail Offer, and eligible investors' commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the Financial Conduct Authority's Disclosure Guidance and Transparency Rules and the Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended).
There is a minimum subscription of £100.00 per investor under the terms of the Retail Offer which is open to eligible investors resident and physically located in the United Kingdom subscribing via the intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/6Q4887/authorised-intermediaries.
The terms and conditions on which eligible investors subscribe for New Ordinary Shares pursuant to the Retail Offer will be provided by the relevant financial intermediaries including relevant commission or fee charges.
There is no maximum subscription amount under the terms of the Retail Offer.
Eligible investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.
It should be noted that a subscription for New Ordinary Shares and investment in the Company carries a number of risks. Eligible investors should take independent advice from a person experienced in advising on investment in securities such as the New Ordinary Shares if they are in any doubt.
Investor Suitability
The Company is intended for investors seeking long-term capital growth and the preservation of real wealth who have a long-term investment horizon (typically at least five years) and who are able to accept significant fluctuations in the value of their investment, including the potential loss of capital.
The investment strategy includes exposure to alternative assets, including monetary metals and, where permitted under the Company's investment policy, Bitcoin through regulated exchange traded products. These investments may increase the volatility of the Company's net asset value and share price.
Investors should understand the characteristics and risks associated with listed investment companies and alternative assets, or obtain appropriate financial advice before investing. The Company is unlikely to be suitable for investors seeking capital protection, guaranteed returns or a short-term investment.
Key Investment Risks
The Retail Offer may involve a significant degree of risk including loss of capital, rarity of dividends, lack of liquidity and potential for dilution and should only be done as part of a diversified portfolio. The value of an investment and the income from it could go down as well as up. The return of your investment is not guaranteed and you may get back less than you originally invested. Past performance is not an indicator of future performance. Suffering a loss on your investment is always a possibility. Capital is at risk.
The potential gains and losses that may arise from your investments will depend on your appetite for risk and how you manage your approach to risk. Investing all your money into one type of investment can be a high risk strategy and concentrate risks to which you and that type of investment may be exposed. A managed approach to risk may be to diversify your investments you make across different companies' securities and different asset classes.
The Company's investment policy permits exposure to Bitcoin through regulated exchange traded products. Bitcoin is a highly volatile asset and any such exposure may materially increase the volatility of the Company's returns.
Neither past performance nor any forecasts should be considered a reliable factor of future results.
For further information, please contact:
|
The Investment Company PLC Ian Dighé, Chairman |
Tel: +44 (0) 20 3934 6632 |
|
Shore Capital |
Tel: +44 (0) 20 7601 6128 |
|
Gillian Martin / Anita Ghanekar / Matthew Walton (Corporate Advisory) Henry Wilcocks / Fiona Conroy (Corporate Broking) |
|
|
ISCA Administration Services Limited Company Secretary |
Tel: +44 (0) 1392 487056 |
Further information on the Company can be found on its website at https://theinvestmentcompanyplc.co.uk/
This announcement should be read in its entirety. In particular, the information in the "Key Investment Risks" and "Important Notices" sections of the announcement should be read and understood.
Important Notices
This is a financial promotion and is not intended to be investment advice. The content of this announcement, which has been prepared by and is the sole responsibility of the Company, has been approved by Dowgate Wealth Limited, which is authorised and regulated by the Financial Conduct Authority, solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).
This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or "US")), Australia, Canada, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.
The New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under the applicable state securities laws of the United States and may not be offered or sold directly or indirectly in or into the United States or to or for the account or benefit of any US person (within the meaning of Regulation S under the US Securities Act) (a "US Person"). No public offering of the New Ordinary Shares is being made in the United States. The New Ordinary Shares are being offered and sold outside the United States in "offshore transactions", as defined in, and in compliance with, Regulation S under the US Securities Act. In addition, the Company has not been, and will not be, registered under the US Investment Company Act of 1940, as amended.
This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for New Ordinary Shares in the United States, Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction in which such offer or solicitation is or may be unlawful. No public offer of the securities referred to herein is being made in any such jurisdiction.
The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Shore Capital Stockbrokers Ltd ("Shore Capital") is authorised and regulated in the United Kingdom by the Financial Conduct Authority and is acting exclusively for the Company and for no-one else and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Retail Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the Retail Offer, Admission and the other arrangements referred to in this announcement.
The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.
Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.
These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. Each of the Company, Shore Capital Stockbrokers Ltd, and Dowgate Wealth Limited expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Conduct Authority, the London Stock Exchange or applicable law.
The information in this announcement is for background purposes only and does not purport to be full or complete. None of Shore Capital Stockbrokers Ltd, Dowgate Wealth Limited or any of their respective affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Each of the Shore Capital Stockbrokers Ltd, Dowgate Capital Wealth and their respective affiliates, accordingly, disclaims all and any liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith.
Any indication in this announcement of the price at which the Ordinary Share have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings or target dividend per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or dividends per share of the Company.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement. The New Ordinary Shares to be issued or sold pursuant to the Retail Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK MiFIR Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Retail Offer.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Retail Offer.
For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the New Ordinary Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.
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