Schroder UK Mid Cap Fund PLC
10 August 2026
Schroder UK Mid Cap Fund plc
Repurchase of Tendered Shares
10 August 2026
The Board of Schroder UK Mid Cap Fund plc (the "Company") is pleased to announce the repurchase of 11,445,798 Shares pursuant to the Tender Offer. All repurchased Shares will be held in treasury.
Following this purchase, the Company's issued share capital consists of 36,143,690 ordinary shares of 25p each, the total number of shares in treasury is 14,703,298 and the total number of voting rights in the Company is 21,440,392.
The above figure may be used by shareholders as the denominator for the calculations by which they can determine if they are required to notify their interest in, or a change to their interest in the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
Defined terms used in this announcement shall, unless the context requires otherwise, have the meanings ascribed to them in the circular to Shareholders published by the Company on 20 May 2026 (the "Circular").
Notice for US Shareholders
The tender offer relates to securities of a non-U.S. company organized in England and Wales and listed on the London Stock Exchange and is subject to the disclosure requirements, rules and practices applicable to companies listed in the United Kingdom, which differ from those of the United States in certain material respects. A circular will be prepared in accordance with U.K. style and practice for the purpose of complying with the laws of England and Wales and the rules of the FCA and of the London Stock Exchange. The tender offer is not subject to the disclosure or other procedural requirements of Regulation 14D under the U.S. Securities Exchange Act of 1934, as amended. The tender offer will be made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the Exchange Act, subject to the exemptions provided by Rule 14d-1(d) thereunder, and otherwise in accordance with the requirements of the rules of the FCA and the London Stock Exchange. 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 and law. The Company is not listed on an American securities exchange, is not subject to the periodic reporting requirements of the Exchange Act and is not required to, and does not, file any reports thereunder.
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, because 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 might not be possible to compel a non-U.S. company or its affiliates to subject themselves to a U.S. court's judgement.
To the extent permitted by applicable law and in accordance with normal U.K. practice, the Company or Investec or any of their affiliates may make certain purchases of, or arrangements to purchase, shares of the Company outside the United States during the period in which the tender offer remains open for acceptance, including shares and purchases of shares effected by Investec as market maker in the Shares.
For further information please contact:
Company
Harry Morley, Chairman
via Investec Bank plc (details below)
Schroder Investment Management Limited, Company Secretary
Phoebe Merrell
+44 (0)20 7658 6000
Investec Bank plc, Corporate Finance Adviser
Lucy Lewis / Tom Skinner
+44 (0)20 7597 4000
Panmure Liberum Limited, Corporate Broker
Michael Janes
+44 (0)20 3100 2000
Schroders PR
Charlotte Banks / Kirsty Preston
Charlotte.Banks@Schroders.com / Kirsty.Preston@Schroders.com
+44 (0) 2076 589063 / +44 (0) 2076 581961
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