REG - Herald Inv Trust PLC - Result of AGM

Herald Investment TrustAnnouncement

24/03/2025 16:30

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RNS Number : 9345B  Herald Investment Trust PLC  24 March 2025

 

24 March 2025

 

Herald Investment Trust plc

 

LEI: 213800U7G1ROCTJYRR70

Result of Annual General Meeting

 

The Board of Herald Investment Trust plc (the "Company", "Herald") is pleased
to announce that the Company's continuation vote (Resolution 11) was passed at
today's Annual General Meeting ("AGM").

 

Excluding votes that the Board believes were cast by, or on behalf of, Saba
Capital, more than 99.9% of non-Saba votes were cast in favour of
continuation.((1)) This result today follows on from the definitive rejection
by shareholders of Saba Capital's attempt to remove all the incumbent
independent directors and replace them with its own nominees at the
Requisitioned General Meeting in January.

 

The Board is pleased to note that the turnout from shareholders remained high,
at around 69.1%. Of the non-Saba Capital shareholders, 45.3% voted, a high
percentage by historic standards of continuation votes at Herald or indeed
other investment trusts.

 

 

Andrew Joy, Chairman of Herald, said:

 

"I am pleased that shareholders have again made clear that they wish Herald to
continue in its current format. Only 0.05% of votes were cast with Saba on the
continuation vote. We are grateful to all the shareholders who made their
views known. With the recent volatility in public markets and in particular
tech stocks, the Manager is starting to see some real opportunities for a
specialist active manager like Herald."((1))

 

All of the Resolutions put forward at the AGM today were voted on by way of a
poll and each of resolutions 1 - 7, 10, 11 and 13 were duly passed.
Resolutions 12 and 14, which were special resolutions requiring at least 75%
of votes cast to be in favour, did not pass.

 

The results were as follows:

 

 Resolution                                                                               In Favour/             Against            Withheld

                                                                                          Discretionary**                           ****
                                                                                          Votes       %***       Votes       %***   Votes
 1       To receive and adopt the directors' report, the strategic report, the            21,917,164  63.42      12,642,793  36.58  6,384
         financial statements and auditor's report for the year ended 31 December 2024.
 2       To approve the directors' remuneration report, other than the Company's          22,486,272  65.13      12,039,188  34.87  40,881
         remuneration policy, for the year ended 31 December 2024.
 3       To re-elect Andrew Joy.                                                          22,549,512  65.27      11,997,317  34.73  19,512
 4       To re-elect Stephanie Eastment.                                                  22,541,558  65.25      12,005,087  34.75  19,696
 5       To re-elect Priya Guha.                                                          22,533,445  65.23      12,012,700  34.77  20,196
 6       To re-elect Henrietta Marsh.                                                     22,536,527  65.24      12,006,618  34.76  19,196
 7       To elect Christopher Metcalfe.                                                   22,545,183  65.27      11,997,813  34.73  19,345
 8       To re-appoint PricewaterhouseCoopers LLP as independent auditor to the           34,090,206  97.95      712,103     2.05   10,423
         Company.
 9       To authorise the audit committee to determine the remuneration of the            34,781,736  99.94      20,507      0.06   10,489
         independent auditor.
 10      To authorise the Company to allot shares for the purposes of section 511 of      22,595,172  65.27      12,022,093  34.73  14,754
         the Companies Act.
 11      To approve the continuation of the Company as an investment company until the    22,554,603  65.27      12,000,725  34.73  4,703
         conclusion of the annual general meeting of the Company to be held in 2028.
 12      To authorise the Company to allot shares on a non-pre-emptive basis pursuant     22,567,917  65.19      12,052,193  34.81  11,909
         to sections 570 and 573 of the Companies Act 2006.*
 13      To authorise the Company to repurchase its shares..*                             34,611,980  99.97      9,621       0.03   10,418
 14      That a general meeting be called on not less than 14 clear days' notice..*       22,561,570  65.16      12,060,922  34.84  9,527

 

* Special resolutions

** Includes discretionary votes.

*** Rounded to two decimal places.
**** A vote withheld is not a vote in law and is not counted in the
calculation of the proportion of votes "for" or "against" the relevant
Resolution.

 

Shareholders are entitled to one vote per Share.

 

The Company had 50,340,861 ordinary shares of 25 pence each in issue at the
voting record time for the Annual General Meeting. Therefore, the total voting
rights in the Company for the purpose of the Annual General Meeting comprised
50,340,861 votes.

 

The Board notes the votes against resolutions 1-7, 10-12 and 14. The Board
believes that 99.9% of all votes cast against were cast by, or on behalf of,
Saba Capital. ((1)) The Board will continue to engage with all major
shareholders, all of whom, apart from Saba Capital, have been supportive of
continuation.

 

The full text of the Resolutions is contained in the Notice of AGM. The Notice
of AGM is available for viewing on the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) and on the Company's
website at www.heralduk.com (http://www.heralduk.com)

 

Copies of all the resolutions passed, other than ordinary business, will be
submitted to the National Storage Mechanism and will shortly be available for
inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

 

 

 

For further information please contact:

 

 Herald Investment Trust plc                                           via Camarco
 Andrew Joy (Chairman)

 Camarco (Media enquiries)                                             +44 (0)20 3757 4980
 Billy Clegg / Ben Woodford / Eddie Livingstone-Learmonth              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 / James Waterlow / William Gumpel (Sales)

 James Maxwell / Alaina Wong (Investment Banking)

 NSM Funds (UK) Limited (Company Secretary)                            HIT@nsm.group (mailto:HIT@nsm.group)

 

Important information

 

Capitalised terms used throughout this announcement shall have the meanings
ascribed to them on pages 13 to 15 of the circular published by the Company on
20 February 2025, unless the context otherwise requires.

 

(1) Saba's latest publicly disclosed interest in the Company (as at 15 January
2025) was approximately 14.7 million voting rights, representing 29.1% of the
Company's total voting rights as at the voting record time for the AGM.
However, the Board believes only 12.0 million votes, representing 23.8 per
cent. of the Company's total voting rights or 34.7 per cent. of votes cast,
were actually voted by or on behalf of Saba. Figures used are representative
of the votes cast on Resolution 11 (the Continuation Resolution).

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