**Summary**
Baillie Gifford Shin Nippon PLC (BGS) announced amended tender offer arrangements on December 9, 2025, following consultations with major shareholders. The company, focused on small-cap growth companies in Japan, has faced performance challenges due to the underperformance of its sector. Key changes include
1. **Immediate Tender Offer**A tender offer for up to 15% of issued share capital (excluding treasury shares) will be conducted in Q1 2026, priced at NAV per share minus costs and a 2% discount.
2. **Removal of 2027 Conditional Tender Offer**: The existing tender offer, set to expire in January 2027, will be removed.
3. **New Performance-Triggered Tender Offer**: A new tender offer for up to 100% of shares will be introduced if the company’s NAV total return does not meet or exceed the MSCI Japan Small Cap Index (in sterling) over a five-year period (2025–2030).
4. **One-Off Continuation Vote**Shareholders will vote on the company’s continuation in 2028.
These proposals aim to balance shareholder concerns about performance while providing portfolio managers time to demonstrate the effectiveness of recent changes. The board remains committed to using buybacks to manage supply-demand imbalances and reduce discount volatility. Full details will be provided in a tender offer circular in Q1 2026.