Share Dilution

Schroders Board Proposes Emancipation Share Class Structure Reform

Schroders’ board said the change to its share class structure will give all shareholders equal voting rights and increase share liquidity.

Under the Emancipation Proposals, each non-voting share will be converted into one common share and these renamed shares will have the same rights as the existing common shares, including full voting rights.

Holders of Schroders common stock will receive a free allotment of three additional common shares for every 17 common shares held on a date to be determined, to “compensate them for the dilution of their voting rights.”

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According to the board, the terms “are fair to both classes of shareholders and reflect the longer-term discount between non-voting shares and ordinary shares.”

Shareholders of the two classes of shares will be required to vote on the proposals separately, with the approval of 75% of the votes cast by each class of shareholders needed to pass the changes.

Schroders has confirmed that the Principal Shareholder Group (PSG), comprising the Schroder family interests, owns approximately 47.9% of the ordinary shares and 20.4% of the non-voting shares, and has indicated its intention to support proposals.

Along with other non-voting shareholders who have been consulted, holders of more than 40% of non-voting shares also plan to support the proposals.

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Schroders Chairman Michael Dobson said: “The Board of Directors believes that it is fair to enfranchise the non-voting shares and that these proposals are in the best interests of all shareholders.

“In undertaking this important step for Schroders, we are pleased to have an indication from shareholders representing more than 47% of common stock and more than 40% of non-voting stock that they intend to support the proposals. “

At the end of the emancipation, PSG’s shareholding in ordinary shares will be approximately 43.11%.