Schroder BSC Social Impact

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, TO US PERSONS OR INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN SCHRODER BSC SOCIAL IMPACT TRUST PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF SCHRODER BSC SOCIAL IMPACT TRUST PLC.

2 November 2021

Schroder BSC Social Impact Trust plc

Proposed Placing of Ordinary Shares

The Board of Schroder BSC Social Impact Trust plc ("SBSI" or the "Company") announced on 28 August 2021 that it intended to consult with investors regarding the potential for an equity issue. The Board is now pleased to announce that it is proposing to issue up to 25 million new ordinary shares ("New Ordinary Shares") by way of a placing ("Placing") at a placing price of 105 pence per New Ordinary Share. The New Ordinary Shares will be offered on a non-pre-emptive basis pursuant to the Company's placing programme set out in the SBSI prospectus dated 23 November 2020 ("Prospectus").

Background to, and reasons for, the Placing

The Company launched on 22 December 2020 raising £75 million to invest in a portfolio of Social Impact Investments across High Impact Property, Debt for Social Enterprise and Social Outcome Contracts. SBSI's invested capital is already driving positive social outcomes across the UK, with the Company's investments supporting over a hundred frontline organisations.

In the period since launch, the Company's net asset value ("NAV") has increased from an opening unaudited NAV of 98.32p per Share to 104.3p per Share as at 30 June 2021, reflecting a NAV total return of 6.09% over a period of approximately six months, ahead of the Company's expectations. The Company also declared its maiden dividend of 0.57p per Share, payable to shareholders on the register on 29 October 2021.

The net proceeds from the Company's initial public offering have been fully committed and the Company is now seeking to raise additional capital via the Placing to invest in a near term pipeline of attractive opportunities in line with the Company's investment objective and investment policy.

Pipeline Update

Big Society Capital Limited (the "Portfolio Manager" or "Big Society Capital") has identified a pipeline of £35 million - £70 million in scalable investment opportunities that can be sized based on capital raised and invested in further as the Company grows. The pipeline opportunities exceed the target fundraising amount, taking into account the timing uncertainty of potential new investments. The Portfolio Manager expects to commit the majority of the net proceeds of the Placing within the next six months.

A key benefit of the Company is that it enables investors to access opportunities that address UK social challenges, and which are not available in public markets. This includes co-investment opportunities as a result of relationships that the Portfolio Manager has developed as part of its broader social impact investment portfolio.

The pipeline consists of a mix of follow-on investments in funds currently in the portfolio, co-investments and new fund investments. In addition, the Portfolio Manager is actively engaged in sourcing secondary transactions that will accelerate the ramp up of investment returns from this and any future fund raisings.

Some of the new fund opportunities being considered include:

• Debt for Social Enterprises: Investment in a fund lending to UK charities and social enterprises who have been impacted by COVID-19, underpinned by an existing government credit guarantee scheme.
• Debt for Social Enterprises: Co-investments in secured loans that enable communities to own renewable energy assets, which predominantly benefit from the government's Feed-in Tariff Scheme.  Asset ownership allows communities to reinvest the profits to benefit local people with a focus on funding for fuel poverty, financial inclusion and climate actions.
• High Impact Housing: Investment in a fund working with local authorities in London to increase the provision of transitional accommodation for the formerly homeless.

All of these opportunities are consistent with the key characteristics that the Portfolio Manager looks for across risk, investment return and social impact.

Further details on the Placing

The Company is proposing to issue up to 25 million New Ordinary Shares at a placing price of 105 pence per New Ordinary Share. The New Ordinary Shares will be offered by way of a Placing on a non-pre-emptive basis pursuant to the Company's placing programme set out in the Prospectus. The Board reserves the right to increase the size of the Placing, subject to, inter alia, investor demand and the near-term availability of attractive investment opportunities.

The Placing will be made to Qualified Investors (within the meaning of Article 2(e) of the UK version of Regulation (EU) 2017/1129 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended) through Winterflood Securities Limited ("Winterflood"), subject to the terms and conditions set out in the Prospectus. The decision to allot New Ordinary Shares to any Qualified Investor shall be at the absolute discretion of the Board of SBSI, following consultation with Winterflood, Schroder Unit Trusts Limited and Big Society Capital.

The Placing is expected to close at 2.00 p.m. on 17 November 2021 and the results of the Placing are expected to be announced on 18 November 2021.

Application will be made to the Financial Conduct Authority for admission of the New Ordinary Shares to the premium segment of the Official List and to the London Stock Exchange for admission to trading on its main market for listed securities ("Admission"). It is expected that Admission will become effective at 8.00 a.m. on 22 November 2021 and that dealings in the New Ordinary Shares will commence at that time.

The New Ordinary Shares will, when issued, be credited as fully paid and rank pari passu with the existing Ordinary Shares in the capital of the Company, including the right to receive all future dividends and distributions declared, made or paid, save for the dividend declared by the Company on 21 October 2021 which will be paid on 3 December 2021. 

Terms used in this announcement shall, unless the context otherwise requires, bear the meanings given to them in the Prospectus which can be found on the Company's webpage: www.schroders.com/SBSI.

Expected Timetable

For further information, please contact:

Important Information

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, Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the European Economic Area 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"), except pursuant to an exemption from the registration requirements of the US Securities Act for offers and sales of securities that do not involve any public offering contained in Section 4(a)(2) of the US Securities Act and analogous exemptions under state securities laws. The Company is not and does not intend to become an "investment company" within the meaning of the US Investment Company Act of 1940, as amended (the "US Investment Company Act"). Accordingly, the Company has not been, and will not be, registered under the US Investment Company Act and investors will not be entitled to the benefits of the US Investment Company Act.

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 any jurisdiction including, without limitation, the United States, Australia, Canada, Japan, the Republic of South Africa, any member state of the European Economic Area or any other jurisdiction in which such offer or solicitation is or may be unlawful (a "Prohibited Jurisdiction"). This announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. No action has been taken by the Company, Winterflood or their respective affiliates that would permit an offer of the new ordinary shares or possession or distribution of this announcement or any other publicity material relating to such new ordinary shares in any jurisdiction where action for that purpose is required. Persons receiving this announcement are required to inform themselves about and to observe any such restrictions.

This announcement is directed at and is only being distributed to persons (A) in the United Kingdom who (i) are "qualified investors", as defined in the UK version of Regulation (EU) 2017/1129 as amended from time to time which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation"), (ii) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "FPO") or fall within the definition of "high net worth companies, unincorporated associations etc" in article 49(2)(a) to (d) of the FPO or (iii) are "professional clients" or an "eligible counterparty" within the meaning of chapter 3 of the FCA's Conduct of Business Sourcebook, or (B) otherwise to persons to whom it may otherwise lawfully be communicated (each, a "Relevant Person"). No other person should act or rely on this announcement and persons distributing this announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this announcement, you represent and agree that you are a Relevant Person.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this announcement should seek appropriate advice before taking any action.

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. Forward- looking statements speak only as of the date of such statements and, except as required by the FCA, the London Stock Exchange or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Any indication in this announcement of the price at which the ordinary shares of the Company 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.

Winterflood, which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and for no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for affording advice in relation to the Placing, or any other matters referred to herein.

The New Ordinary Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

The terms and conditions of the Placing are set out in the Prospectus. By participating in the Placing, each Placee will be deemed to have read and understood this announcement and the Prospectus in their entirety, to be participating in the Placing and making an offer to acquire and acquiring New Ordinary Shares on the terms and subject to the conditions set out in the Prospectus and to be providing the representations, warranties, undertakings and acknowledgements contained therein.

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.