Result of General Meeting

Herald Investment Trust PLC

30 June 2026

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) NO 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("UK MAR"). ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

30 June 2026

For immediate release

HERALD INVESTMENT TRUST PLC

(the "Company" or "Herald")

Results of General Meeting

The Board of the Company is pleased to announce that the Resolution put forward at the general meeting of the Company held earlier today (the "General Meeting") was passed on a poll, with over 99.9 per cent. support.

Results of the General Meeting

The Resolution was voted on by way of a poll and the results are shown in the table below.

Ordinary resolution		VOTES FOR *		VOTES AGAINST		TOTAL VOTES		VOTES WITHHELD ***
		Number	% of Shares voted **	Number	% of Shares voted **	Number	% of issued share capital voted **	Number
1	To make market purchases of the Company's ordinary shares of 25 pence each in connection with the Tender Offer to shareholders in the Company.	20,569,697	99.97	6,583	0.03	20,576,280	43.00	8,509

* 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. Where Shareholders appointed the Chairman of the General Meeting as their proxy with discretion as to voting, their votes were cast in favour of the Resolution, and their Shares have been included in the "votes for" column.

The Company had 47,858,467 ordinary shares of 25 pence each in issue (and there were no shares held in treasury) at the voting record time for the General Meeting. Therefore, the total voting rights in the Company for the purpose of the General Meeting comprised 47,858,467 votes.

The full text of the Resolution is contained in the Notice of General Meeting set out in the tender offer circular published by the Company on 2 June 2026 (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 section of its Manager's website at www.heralduk.com.

A copy of the Resolution will be submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Expected timetable for the Tender Offer

	2026
Tender Offer opened	2 June
Record Date for the Tender Offer	6.00 p.m. on 3 June
Tender Offer Closing Date: latest time and date for receipt of GREEN Tender Forms and submission of TTE Instructions in respect of the Tender Offer	1.00 p.m. on 2 July
Calculation Date	close of business on 3 July
Results of the Tender Offer elections and Tender Prices announced	7 July
Acquisition by J.P. Morgan Cazenove and Singer Capital Markets of the Tendered Shares (and repurchase by the Company from J.P. Morgan Cazenove and Singer Capital Markets of the Cash Tendered Shares)	9 July
Transfer of Portfolio Assets to Qualifying In Specie Shareholders (and repurchase by the Company from J.P. Morgan Cazenove and Singer Capital Markets of the In Specie Tendered Shares)	on or around 9 July
CREST accounts credited with unsuccessfully tendered uncertificated Shares	10 July
Payments through CREST made in respect of the Cash Tendered Shares held in uncertificated form	by 23 July
Cheques despatched in respect of the Cash Tendered Shares held in certificated form	by 23 July
Despatch of balancing share certificates in respect of revised holdings of certificated Shares	by 23 July

Note: All references to time in this announcement are to London (UK) time, unless otherwise stated. The times and dates set out in the expected timetable above and mentioned throughout this announcement may be adjusted by the Company, in which event details of the new times and/or dates will be notified, as required, to the FCA and the London Stock Exchange and, where appropriate, to Shareholders and an announcement will be made through a Regulatory Information Service.

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

Important information

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 Tender Offer is being made only on the terms, and subject to the conditions, set out in the Circular (and, in the case of Shares held in certificated form, in the associated Tender Form).

The Board makes no recommendation to Shareholders as to whether or not they should tender all or any of their Shares under the Tender Offer. Whether, and the extent to which, Eligible Shareholders participate in the Tender Offer is a matter for each Eligible Shareholder to decide and will be influenced by their own individual financial and tax circumstances, views on the Company's prospects and investment priorities.

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 Financial Services and Markets Act 2000 (as amended from time to time) or the regulatory regime established thereunder.

NOTICE TO US SHAREHOLDERS

The Tender Offer relates to securities of a non-US company that is registered in England and Wales 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 US Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Tender Offer is being 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 is subject to disclosure and other procedural requirements that are different from those applicable under US 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 US Shareholders to enforce certain rights and claims arising in connection with the Tender Offer under US 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-US company or its officers or directors in a non-US court for violations of US securities laws. It also might not be possible to compel a non-US company or its affiliates to subject themselves to a US 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, 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