REG - Herald Inv Trust PLC - Result of Requisitioned General Meeting

Herald Investment TrustAnnouncement

22/01/2025 15:00

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RNS Number : 3365U  Herald Investment Trust PLC  22 January 2025

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. ON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

For immediate release

22 January 2025

 

Herald Investment Trust plc

 

LEI: 213800U7G1ROCTJYRR70

Result of Requisitioned General Meeting

 

The Board of Herald Investment Trust plc (the "Company", "Herald") is pleased
to announce that Requisitioned Resolutions 1 to 8 put forward at the general
meeting of the Company held earlier today (the "Requisitioned General
Meeting") were defeated on a poll.

 

65.10% of the total votes cast were voted against the Requisitioned
Resolutions. The votes against totalled more than 26.4 million and represented
a majority of the Company's total voting rights.((1))

 

Excluding the votes Saba cast in favour of their own Requisitioned Resolutions
(being 14.1 million votes, representing approximately 34.75% of the votes
cast), only a further 59,221 Shares, representing just 0.15% of the votes
cast, voted in favour of the Requisitioned Resolutions.((1) (2)) This is a
damning indictment of Saba's proposals by the Company's non-Saba Shareholders.
 

 

Andrew Joy, Chairman of Herald Investment Trust plc, said:

 

"Today non-Saba shareholders have almost unanimously rejected Saba's
self-interested proposals.

 

The fact that 99.78% of all votes cast by non-Saba shareholders were voted
against Saba's resolutions and in favour of the existing Board provides a
clear, complete and incontrovertible rebuttal of Saba's attempt to take
control of your company and change its strategy against the wishes and
interests of its non-Saba shareholders.((1) (2))

 

The votes against Saba's proposals were supported by independent proxy
advisers including Glass Lewis and ISS. It is perfectly clear that the reason
Saba's proposals were rejected is that they were intended to lead to an
outcome, namely Saba managing Herald, which the existing shareholders were
simply not interested in. The reason shareholders invested, and continue to
invest, in Herald is for long-term capital appreciation through investing in
smaller technology companies, and they do not wish to be deprived of the
opportunity to enjoy more of the same. They did not invest in Herald to become
part of a short-term trading strategy.

 

I would like to thank all Herald's shareholders, both large and small, for
their support. I very much regret that this episode has already cost
shareholders money, which unfortunately we cannot reclaim from Saba. We look
forward to engaging with our shareholders, including Saba, now that our
shareholders have voted resoundingly in favour of the Board and by extension,
the mandate and the Manager.

 

The Board will be taking advice from our advisers on the next steps.
Shareholders have voted overwhelmingly to continue with what has been a unique
and highly successful strategy, and we look forward to discussing future
developments further with them.

 

We are well aware of the environment in which investment companies operate and
the need to have regard for creating value not just by multi-year patient
growth in NAV, which to remind people, has enabled a 27x NAV total return((2))
since launch in 1994, but also by ensuring that capital allocation is
optimised, again for the long term. As evidence, Herald has bought back its
own shares every year since 2007, including approximately 10% of the Company's
share capital in each of the last two years. The Company has only ever issued
£95m of stock and has bought back over £465m already, and still has net
assets of £1.2bn. The Board, working with the Manager, will continue to be
alive to the best use of the Company's funds at any particular time."

 

All of the Requisitioned Resolutions were voted on by way of a poll and the
results are shown in the table below.

 

Results of the meeting

 

 Ordinary resolutions                                                      VOTES FOR                     VOTES FOR                                   VOTES AGAINST *                 TOTAL VOTES                           VOTES WITHHELD ***

                                                                                                         (Excluding Shares voted by Saba)((2))
              Number                                                       % of Shares voted **  Number  % of Shares voted **  Number                % of Shares voted **  Number    % of issued share capital **  Number
 1            To remove Andrew Joy as a director of the Company            14,158,144            34.90%  59,221                0.15%                 26,412,956            65.10%    40,571,100                    80.59%  11,449
 2            To remove James Will as a director of the Company            14,160,133            34.90%  61,210                0.15%                 26,410,967            65.10%    40,571,100                    80.59%  11,449
 3            To remove Stephanie Eastment as a director of the Company    14,158,909            34.90%  59,986                0.15%                 26,412,191            65.10%    40,571,100                    80.59%  11,449
 4            To remove Henrietta Marsh as a director of the Company       14,158,234            34.90%  59,311                0.15%                 26,412,599            65.10%    40,570,833                    80.59%  11,716
 5            To remove Priya Guha as a director of the Company            14,158,331            34.90%  59,408                0.15%                 26,412,769            65.10%    40,571,100                    80.59%  11,449
 6            To remove Christopher Metcalfe as a director of the Company  14,158,144            34.90%  59,221                0.15%                 26,412,956            65.10%    40,571,100                    80.59%  11,449
 7            To appoint Jassen Trenkow as a director of the Company       14,165,821            34.92%  66,898                0.16%                 26,406,331            65.08%    40,572,152                    80.59%  10,397
 8            To appoint Paul Kazarian as a director of the Company        14,166,746            34.91%  67,823                0.17%                 26,411,994            65.09%    40,578,740                    80.61%  10,397

* 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 Requisitioned
Resolution.

 

Shareholders are entitled to one vote per Share. Where Shareholders appointed
the Chairman of the Requisitioned General Meeting as their proxy with
discretion as to voting, their votes were cast against all Requisitioned
Resolutions and their Shares have been included in the "votes against" column.

 

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

 

The Board has appointed Civica Election Services as independent assessor to
report on the poll held at the Requisitioned General Meeting in respect of
each of the Requisitioned Resolutions.

 

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

 

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)
 Brian Smith / Shilla Pindoria

 

 

Important information

 

Capitalised terms used throughout this announcement shall have the meanings
ascribed to them on pages 18 to 21 of the circular published by the Company on
3 January 2025 (the "Circular"), unless the context otherwise requires.

 

This announcement is released by the Company and the information contained
within this announcement is deemed by the Company to constitute inside
information for the purposes of Article 7 of the UK version of the EU Market
Abuse Regulation (Regulation (EU) No.596/2014) which forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended. Upon the
publication of this announcement via a Regulatory Information Service, such
information is now considered to be in the public domain. The person
responsible for arranging for the release of this announcement on behalf of
the Company is NSM Funds (UK) Limited, the Company Secretary.

 

(1) Figures used are representative of the votes cast on Resolution 1.

 

(2) Saba's latest publicly disclosed holding (as at 16 January 2025) was 14.7
million Shares, representing 29.13% of the Company's total voting rights,
though the Board believes only 14.1 million votes, representing 28.01% of the
Company's total voting rights or 34.75% of votes cast, were actually voted by
or on behalf of Saba.

 

(3) Excludes warrant returns.

 

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