REG - Herald Inv Trust PLC - Adjournment of General Meeting

Herald Investment TrustAnnouncement

05/02/2026 10:45

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RNS Number : 8953R  Herald Investment Trust PLC  05 February 2026

5 February 2026

For immediate release

HERALD INVESTMENT TRUST PLC

(the "Company" or "Herald")

The Company announces that the General Meeting of the Company, scheduled to be
held today in connection with the now cancelled Tender Offer, has been
formally adjourned.

 

The General Meeting now stands adjourned until further notice to such day,
time and place (and/or electronic platform) as the Board may determine.

 

Background to the adjournment

 

The Company published a circular to shareholders on 12 January 2026 (the
"Circular") setting out the full terms and conditions of the Tender Offer and
convening the General Meeting.

 

The Board put forward the Tender Offer proposals, which offered Eligible
Shareholders a cash exit at close to the NAV per Share for up to 100% of their
Shares in the Company, in order to enable long-term shareholders to remain
invested with the current successful manager and mandate they have chosen,
while also providing a full exit route to short-term shareholders

 

However, on 3 February 2026, the Board announced the cancellation of the
Tender Offer, and its intention to adjourn the General Meeting, as Saba
Capital Management L.P. ("Saba", including funds, accounts and investment
vehicles managed, advised or sub-advised by Saba or any of its affiliates
where applicable) had voted against the Tender Offer. As Saba owns more than
25% of the Company's Shares, Saba was able to block the Tender Offer (given
that the resolution to approve the Tender Offer was a special resolution
requiring a 75% majority). Excluding Saba, the vast majority of shareholders
who submitted proxy voting instructions in respect of the General Meeting,
representing more than 50% of the total proxy votes cast, voted in favour of
the Tender Offer.(1)

 

As noted in the 3 February announcement, discussions between the Company and
Saba are ongoing. These discussions have the objective of finding a solution
whereby Saba will elect for a tender offer and also facilitate free choice for
other shareholders between staying invested or taking cash.

 

If these discussions lead to a mutually agreeable outcome it is expected that
a new tender offer, in which eligible shareholders would be able to tender up
to 100% of their holding, will be launched in due course.

 

If these discussions do not lead to a mutually agreeable outcome, in view of
the fact that Saba voted against the Tender Offer, the Board will put forward
proposals for the Backstop Tender Offer so that eligible shareholders have an
opportunity to exit their investment in Herald at a price close to the NAV per
Share and at a time before Saba might gain control of the Board or the
management of the Company.

 

Shareholders are not required to take any action at this time.

 

A further circular, setting out the terms and conditions of the revised tender
offer proposals (either in respect of the Backstop Tender Offer or, if a
mutually agreeable outcome can be found, a new alternative tender offer agreed
with Saba) will be sent to shareholders in due course. When published, this
circular will contain full details of the expected timings and the action to
be taken by shareholders.

 

Eligible Shareholders who have already validly tendered Shares in respect of
the Tender Offer will have their document(s) of title returned to them or
their Shares released from escrow (as applicable) in accordance with the terms
and conditions of the Circular.

 

Enquiries:

 Herald Investment Trust plc                               via Camarco
 Andrew Joy (Chairman)
 Camarco (Media enquiries)                                 +44 (0)20 3757 4980
 Billy Clegg / Ben Woodford / Elfie Kent                   Herald@camarco.co.uk (mailto:Herald@camarco.co.uk)
 J.P. Morgan Cazenove (Financial Adviser)                  +44 (0)20 3493 8000
 William Simmonds / Rupert Budge
 Singer Capital Markets (Corporate Broker)                 +44 (0)20 7496 3000
 Alan Geeves / Sam Greatrex / William Gumpel (Sales)

 James Maxwell (Investment Banking)
 NSM Funds (UK) Limited (Company Secretary)                HIT@nsm.group (mailto:HIT@nsm.group)
 Brian Smith / Shilla Pindoria

 

Important information

 

This announcement is released by the Company. The person responsible for
arranging for the release of this announcement on behalf of the Company is NSM
Funds (UK) Limited, the company secretary.

 

Capitalised terms used throughout this announcement shall have the meanings
ascribed to them in Part 8 of the Circular, unless the context otherwise
requires.

 

The Company's LEI number is 213800U7G1ROCTJYRR70.

 

Notes:

 

(1) Based on the proxy voting instructions received by the Company as at the
proxy voting deadline.

 

 

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