In brief : In July 2026, RIT Capital Partners bought back £300m of its shares through a tender offer, at 15% below NAV. HarbourVest Global Private Equity is now launching a $400m offer, at 10% below NAV, which closes on 19 November 2026. A real-world case to understand what a tender offer is and how it differs from on-market share buybacks.
Tender offers : RIT Capital Partners and HVPE return capital below NAV
What happened
RIT Capital Partners is a trust of around £3.1bn, invested in quoted equities, uncorrelated strategies and private assets. On 8 July 2026, with its shares trading around 24% below NAV, it announced a tender offer for up to £300m, priced at NAV less 15%. The shares rose 5.5% on the day.
On 24 July 2026, the offer was completed: RIT bought back 11.17 million shares, or 8.21% of its share capital. Tenders covered 20.5% of the capital, around two and a half times the amount available. Each shareholder was filled in full up to their basic entitlement, and at around 13% beyond it.
On 22 October 2026, HVPE launched the tender offer it had announced in April: up to $400m, at NAV at 30 September 2026 less 10% and less the costs of the offer. As an illustration, this price would have been £40.68 per share, against a share price of £32.20 on 20 October. The general meeting to approve it will be held on 16 November, the offer closes on 19 November and the final price will be published on 23 November.
What it tells us
A tender offer is a one-off transaction: the trust offers all its shareholders the chance to sell it part of their shares, at a price set in advance, generally between the share price and NAV. Each shareholder is free to take part or not. A standard buyback, by contrast, takes place gradually, at the market price.
A tender allows a large amount of capital to be returned in one go, which is difficult on the market when trading volumes are low. Shareholders who tender sell above the share price; those who stay benefit from an accretive effect, since the shares are bought below NAV. When tenders exceed the amount available, as at RIT, each one is scaled back proportionally.
The level of discount applied is debated. A QuotedData analyst asked why exiting shareholders should accept 15% below NAV if the board considers that value fair. And a single tender does not necessarily solve the discount: everything depends on what follows, in terms of buybacks, dividends and performance.
Les notions à retenir
Tender offer :
An offer to all shareholders to buy back part of their shares at a set price, often below NAV.
Scale-back :
When tenders exceed the amount available, sales beyond the basic entitlement are only partly filled.
Basic entitlement :
The proportion of shares each shareholder is sure to be able to sell in the offer, generally equal to their share of the total.
Accretive effect :
Buying back shares below NAV increases NAV per share for the remaining shareholders.
Sources : QuotedData, RIT tender offer, 8 July 2026 – Kalkine Media, RIT tender offer result, 24 July 2026 – HVPE, launch of tender offer and circular, 22 October 2026
AVERTISSEMENT
This article is for educational purposes only. It does not constitute investment advice, a recommendation, or a solicitation to buy or sell any security. Past performance is not a reliable indicator of future results.