Completion of Tender Offer

Herald Investment Trust PLC

09 July 2026

 

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MAY RESULT IN THE CONTRAVENTION OF ANY REGISTRATION OR OTHER LEGAL REQUIREMENT OF SUCH JURISDICTION OR OF THE UK.

9 July 2026

For immediate release

HERALD INVESTMENT TRUST PLC

(the "Company" or "Herald") 

Completion of Tender Offer

Further to the results of the Tender Offer announced by the Company on 7 July 2026, J.P. Morgan Cazenove and Singer Capital Markets have today purchased a total of 28,755,072 Shares pursuant to the Tender Offer (the "Tendered Shares"), and the Company has subsequently repurchased such Tendered Shares pursuant to the Repurchase Agreements, in each case at the applicable Tender Prices previously announced.

Simultaneously, Qualifying In Specie Shareholders who successfully elected for the In Specie Option have today had their entitlements to the In Specie Tender Price settled by way of a transfer of the relevant proportion of the Portfolio Assets of equivalent value in accordance with the relevant Portfolio Sale Agreements.

Eligible Shareholders who successfully elected for the Cash Option will have their entitlements to the Cash Tender Price settled, by payments through CREST or by the despatch of cheques (as applicable), by 23 July 2026.

Further details of any remaining administrative matters in connection with the Tender Offer are set out in the Tender Offer circular published by the Company on 2 June 2026 (the "Circular"). Capitalised terms used throughout this announcement shall have the meanings given to them in Part 8 (Definitions) of the Circular, unless the context requires otherwise.

Update on Investment Management Arrangements

Following completion of the Tender Offer, it remains the Company's expectation that, pursuant to the Conditional Management Agreement, the Company will appoint Aberdeen Investments ("Aberdeen") as its AIFM, on terms substantially consistent with existing arrangements (which include provision for Aberdeen to provide company secretarial and administration services), with effect on or around 1 August 2026.

Upon Aberdeen being appointed as AIFM, the Company's existing Management Agreement with HIML will terminate.

As set out in the Circular, a number of HIML employees who are currently involved in the day-to-day management and administration of the Company are expected to transfer to Aberdeen upon the Conditional Management Agreement taking effect.

This group includes Katie Potts, who will remain as the Company's investment manager, and a number of her current investment management team. There will be no changes to the Company's investment mandate or management fee rates.

Total Voting Rights

All Tendered Shares repurchased by the Company in connection with the Tender Offer have been cancelled.

In accordance with the FCA's Disclosure Guidance and Transparency Rules, the Company announces that as at 9 July 2026, following completion of the Tender Offer, the issued share capital of the Company consisted of 19,103,395 Shares (being ordinary shares of 25 pence each) and there were no Shares held in treasury.

On a poll held at a general meeting of the Company, each Share carries the right to one vote and, accordingly, the total number of voting rights in the Company as at close of business on 9 July 2026, following completion of the Tender Offer, was 19,103,395.

The figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure Guidance and Transparency Rules.

Enquiries:

Herald Investment Trust plc	via Camarco
Andrew Joy (Chairman)
Camarco (Media enquiries)	[phone]
Billy Clegg / Ben Woodford / Elfie Kent	[e-mail]
J.P. Morgan Cazenove (Financial Adviser)	[phone]
William Simmonds / Rupert Budge
Singer Capital Markets (Corporate Broker)	[phone]
Alan Geeves / Sam Greatrex / William Gumpel (Sales) James Maxwell (Investment Banking)
NSM Funds (UK) Limited (Company Secretary)	[e-mail]
Brian Smith / Shilla Pindoria
Herald Investment Management Limited (via Hudson Sandler)
Michael Sandler	[phone]

Important Information

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

The Company's LEI number is 213800U7G1ROCTJYRR70.

J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") is authorised in the United Kingdom by the Prudential Regulation Authority of the Bank of England (the "PRA") and regulated by the PRA and the Financial Conduct Authority (the "FCA"). Singer Capital Markets Securities Limited ("Singer Capital Markets") is authorised and regulated in the United Kingdom by the FCA. J.P. Morgan Cazenove and Singer Capital Markets are exclusively advising the Company and are not advising any other person or treating any other person as their respective clients in relation to the Tender Offer, or the matters referred to in this announcement, and will not be responsible to anyone other than the Company for providing the protections afforded to customers of J.P. Morgan Cazenove and Singer Capital Markets (respectively) nor for providing advice in relation to the Tender Offer or the matters referred to in this announcement. Nothing in this paragraph shall serve to exclude or limit any responsibilities which J.P. Morgan Cazenove or Singer Capital Markets may have under FSMA or the regulatory regime established thereunder.

NOTICE TO U.S. SHAREHOLDERS

The Tender Offer relates to securities of a non-U.S. company listed on the London Stock Exchange and is subject to the disclosure requirements, rules and practices applicable to companies listed in the United Kingdom, which differ from those of the United States in certain material respects. A circular has been prepared in accordance with UK style and practice for the purpose of complying with the laws of England and Wales and the rules of the FCA and of the London Stock Exchange. The Tender Offer is not subject to the disclosure or other procedural requirements of Regulation 14D under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Tender Offer will be made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the Exchange Act, subject to the exemptions provided by Rule 14d-1(d) thereunder, and otherwise in accordance with the requirements of the rules of the FCA and the London Stock Exchange. Accordingly, the Tender Offer would be subject to disclosure and other procedural requirements that are different from those applicable under U.S. domestic tender offer procedures and law. The Company is not listed on an American securities exchange, is not subject to the periodic reporting requirements of the Exchange Act and is not required to, and does not, file any reports with the SEC thereunder.

It may be difficult for U.S. shareholders to enforce certain rights and claims arising in connection with the Tender Offer under U.S. federal securities laws, because the Company is located outside the United States, and its officers and directors reside outside the United States. It may not be possible to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of U.S. securities laws. It also might not be possible to compel a non-U.S. company or its affiliates to subject themselves to a U.S. court's judgment.

To the extent permitted by applicable law and in accordance with normal UK practice, the Company,  J.P. Morgan Cazenove, Singer Capital Markets or any of their respective affiliates may make certain purchases of, or arrangements to purchase, shares of the Company outside the United States, other than pursuant to the Tender Offer, before or during the period in which the Tender Offer remains open for acceptance, including sales and purchases of shares effected by J.P. Morgan Cazenove and/or Singer Capital Markets acting as market maker in the shares.

 

END