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Tender Offer

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Tender offer launched to repurchase up to 86.8m shares at 2.2p per share, returning up to £1.91m.

  • Tender offer size £1.91 million
  • Shares to be repurchased up to 86,826,818 Ordinary Shares
  • Tender price per share 2.2 pence
  • Premium to 17 July 2025 close 12.8%
  • Premium to 200-day moving average c.25%
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SEED Innovations Limited (AIM: SEED), the AIM-quoted investment company, confirms the launch of a Tender Offer to return up to £1.91 million to Eligible Shareholders through the repurchase of up to 86,826,818 Ordinary Shares at a price of 2.2 pence per share.

The price of 2.2 pence per share represents a 12.8% premium to the trading price of the Company's shares on AIM at the close of business on 17 July 2025 (the last trading day prior to publication of the Shareholder Circular (referenced below) setting out terms of the proposed Tender Offer) and represents a c.25% premium to the 200-day moving average price (1.77 pence) of the Company's shares. The Board does not consider a shorter VWAP comparison suitable as the VWAP over a shorter period has been materially impacted by announcement on 18 July 2025 of the Tender Offer, changes to the Board, and proposed adoption of the new investing policy.

Whilst the Tender Price remains below the Company's current share price, it has not been adjusted from the level first announced on 18 July 2025. The decision reflects the positive market response to the Tender Offer, proposed changes to the Board, and the revised investing policy focusing on robotics and AI.

Nevertheless, the Tender Offer provides shareholders who wish to exit an additional liquidity opportunity to do so.

The launch of the Tender Offer follows the approval of various resolutions by shareholders at the Company's Annual General Meeting ('AGM') held on 13 August 2025 and forms part of the Board's strategy as set out in the Shareholder Circular dated 18th July 2025.

Eligible Shareholders may tender up to 45% of their holding. The Tender Offer is open only to shareholders on the register at 6.00 p.m. on the Record Date of 5 September 2025. Shares purchased under the Tender Offer will be cancelled, resulting in a reduction of the Company's issued share capital.

Timetable of Principal Events:

EventDate
Publication of Circular14 August 2025
Record Date for Tender Offer6.00 p.m. on 5 September 2025
Latest time for receipt of Tender Offer acceptances11.00 a.m. on 5 September 2025
Results of Tender Offer announcedBy 8.00 a.m. on 8 September 2025
Settlement (CREST and cheque dispatch)By 19 September 2025

Rationale for the Tender Offer

As outlined in the Tender Offer Circular, the Board continues to believe that the Company's shares trade at a significant and persistent discount to NAV, despite a robust cash position and resilient portfolio performance. With shareholder approval of the new investing policy focused on robotics and artificial intelligence ('AI'), and, subject to regulatory approval, the proposed board appointments detailed in the Notice of AGM, the Company remains confident in SEED's long-term potential.

However, the Board recognises that some shareholders may prefer a near-term return of capital. The Tender Offer therefore provides a balanced and timely mechanism to return value to shareholders while preserving sufficient flexibility for the Company to pursue its new strategic direction.

Director Participation

Certain Directors, former Directors and significant shareholders, including Mr Jim Mellon and Galloway Limited (a company indirectly wholly owned by Mr Mellon), have provided undertakings not to participate in the Tender Offer, subject to their aggregate interest not exceeding 29.9% of the Company's issued share capital.

Further information on the background to and terms of the Tender Offer is set out in a circular being posted to shareholders today (the "Circular") and available on the Company's website at:

https://seedinnovations.co/investor-centre/aim-rule-26. This is also available by clicking or pasting the following link into your website browser:

Certain regulatory information is included in Appendix 1 below.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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