Update on Herald's Future and Portfolio Liquidity

Herald Investment Trust PLC

27 March 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.

27 March 2026

For immediate release

HERALD INVESTMENT TRUST PLC

(the "Company" or "Herald")

Update on the Company's future and portfolio liquidity

Engagement with Saba

Further to the announcement released on 3 February 2026, the Board confirms that it is still seeking to achieve a mutually agreeable solution with Saba which would offer shareholders a choice of outcome.

If a mutually agreeable solution is not achieved, the Board will proceed with the backstop tender offer pursuant to which eligible shareholders will be entitled to tender up to 100% of their holding at a price close to the NAV per share as at the time of the exit (the "Backstop Tender Offer").

Potential solutions to enable shareholders to stay invested

The large majority of non-Saba shareholders have shown by their votes in previous general meetings of the Company that they have no wish to be in a Saba controlled vehicle, and the Board understands from discussion with shareholders to date that many would like to remain invested in the Company's current mandate, or, if not, in another suitable investment company. In particular, given the very strong long-term performance of Herald, which has delivered a 2,904% NAV total return since inception, many shareholders have significant capital gains on their holdings. The Board is conscious that should the Company be forced to proceed with the Backstop Tender Offer, in the absence of an alternative, such shareholders will be faced with a choice of realising these gains in the Backstop Tender Offer, which would crystallise an unwanted tax event, or keeping their investment in what will likely become a Saba managed and controlled vehicle.

The Board believes that it may be possible to enable shareholders to remain invested in a non-Saba controlled vehicle in a tax-efficient manner, whilst also offering shareholders a significant cash exit opportunity, and the Board is working on that possibility. If this is confirmed, further details will be published in due course. Shareholders should note that, at the date of this announcement, there is no certainty that any tax efficient alternative structure will be possible and that the potential solutions rely on agreements from third parties separate from the Board and shareholders of Herald, Herald Investment Management Limited (the "Investment Manager") and Saba, alongside regulatory approvals.

Portfolio liquidity update

In consultation with the Board, the Investment Manager has been raising the liquidity profile of the Company's portfolio. This is against the background of the potential Backstop Tender Offer or alternative cash exit opportunity should it be possible to reach agreement on one with Saba. The resultant need for liquidity led to the Board and the Investment Manager agreeing to an accelerated programme of selling portfolio holdings, including a number of less liquid stocks. This alleviates the detrimental impact on value that an attempt to realise the portfolio in a compressed timescale may have had. The elevated level of liquidity has been disclosed in the monthly factsheets released by the Company, with cash and government bonds representing 18.4% of net assets as at 28 February 2026 (the date of the latest factsheet, released on 10 March 2026). The Investment Manager has continued this process since the date of the latest factsheet, with cash and government bonds representing approximately 26% of net assets as at 26 March 2026. 

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

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 UK MAR. Upon 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.

The Company's LEI number is 213800U7G1ROCTJYRR70.

NOTICE TO U.S. SHAREHOLDERS

The tender offer relates to securities of a non-U.S. company which are 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 will be prepared in accordance with U.K. 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 tender offer would 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 U.K. practice, the Company, J.P. Morgan Securities plc (which conducts on its UK investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove"), Singer Capital Markets Securities Limited ("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