SUPP.L Regulatory News (SUPP)

Schroder UK Public Private Trust plc

BenevolentAI Transaction

Schroder UK Public Private Trust plc (the "Company") notes that BenevolentAI Limited ("BenevolentAI"), which represented 5.2% of the Company's net asset value ("NAV") as of 30 September 2021, has today announced that it has entered into a definitive agreement for a business combination (the "Combination") with Odyssey Acquisition S.A. ("Odyssey"), a Euronext Amsterdam-listed investment company.

The Combination will be effected by way of a share exchange. BenevolentAI shareholders will receive Class A ordinary shares of Odyssey in exchange for their shares of BenevolentAI. As a result of the share exchange, BenevolentAI will become a wholly-owned subsidiary of Odyssey, which, following the closing of the transaction, will change its name to BenevolentAI. The terms of the Combination value BenevolentAI at post-money valuation of up to €1.5 billion (prior to any redemptions).

BenevolentAI is expected to benefit from a strong cash position, including €135 million fully-committed private placement, €300 million of gross cash held in escrow by Odyssey (prior to any redemptions) and an estimated €56 million of cash on BenevolentAI's balance sheet as at 30 November 2021. The private placement includes participation from existing BenevolentAI shareholder Temasek, BenevolentAI strategic partner AstraZeneca, healthcare experts Ally Bridge Group and Invus as well as a number of other institutional investors. The transaction will enable BenevolentAI to continue investing in its technology platform, accelerate the scale-up of its clinical pipeline and consolidate its position in AI-enabled drug discovery.

The board of directors of Odyssey and the board of directors of BenevolentAI have both unanimously approved the proposed transaction, although closing remains subject to customary closing conditions which are expected to be completed in Q1 2022.

Following the closing of the transaction, the combined company will be listed on Euronext Amsterdam. The combined company will continue to be headquartered in London. Customary lock-up arrangements will apply to certain shareholders and directors, including the Company's shares which will be restricted from resale for a period of 180 days.

At the pro-forma market value, the implied valuation impact on the Company's NAV is expected to be positive, however, the valuation of the Company's holding will, following the listing on Euronext Amsterdam, be determined by reference to its share price.

The impact of this prospective transaction will be considered by the Company's AIFM in relation to the NAV calculation as of 31 December 2021.

Enquiries:

Schroder Investment Management Limited

This announcement contains Inside Information as defined under the UK Market Abuse Regulation.