Result of Tender Offer
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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.
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.
7 July 2026
For immediate release
HERALD INVESTMENT TRUST PLC
(the "Company" or "Herald")
Results of the Tender Offer and Announcement of Tender Prices
The Board today announces the results of the Tender Offer, details of which were set out in the circular to Shareholders in relation to the Tender Offer published by the Company on 2 June 2026 (the "Circular").
A total of 28,755,072 Shares, representing 60.1 per cent. of the Shares in issue as at the Record Date, were validly tendered under the Tender Offer. Of these, a total of 16,426,643 Shares, representing 34.3 per cent. of the Shares in issue as at the Record Date, were validly tendered under the In Specie Option and 12,328,429 Shares, representing 25.8 per cent. of the Shares in issue as at the Record Date, were validly tendered under the Cash Option.
The maximum number of Shares which could have been acquired under the Tender Offer was 31,586,588 Shares, representing 66 per cent. of the Shares in issue (excluding any Shares held in treasury) as at the Record Date (with the Cash Option and the In Specie Option each capped at 33 per cent. of the Shares in issue, save as increased to the extent that the other option is not fully utilised), and the Tender Offer was therefore undersubscribed by approximately 5.9 per cent. of the Shares in issue.
As fewer than 33 per cent. of the issued Shares were validly tendered for the Cash Option, all Eligible Shareholders who have validly elected to tender Shares for purchase under the Cash Option shall have such tenders satisfied in full. In addition, all Qualifying In Specie Shareholders who have validly elected to tender Shares under the In Specie Option shall also have such tenders satisfied in full, as explained in the paragraph below.
In accordance with the terms of the Tender Offer, as fewer than 33 per cent. of the Shares in issue were validly tendered under the Cash Option, and as the In Specie Option was oversubscribed, the total number of Shares that will be bought back pursuant to the In Specie Option will be increased out of the remaining capacity under the Cash Option (the "Transferred Amount").
The Transferred Amount will be allocated amongst all Qualifying In Specie Shareholders who have validly elected for the In Specie Option in excess of their In Specie Basic Entitlement in a manner which is, as near as practicable, pari passu and pro rata among all such Shareholders. The Transferred Amount allows all valid elections for the In Specie Option to be satisfied in full.
The Company will fund both the Cash Option and the cash portion of the Portfolio Assets for the In Specie Option Consideration from existing cash balances. Once the Tender Offer has been completed it is expected, based on current market prices, that the Company will have a Net Asset Value of approximately £650 million.
Tender Prices
The Tender Prices at which the Tendered Shares will be acquired are as follows:
· Cash Tender Price: 3290.734785 pence per Share
· In Specie Tender Price: 3358.340295 pence per Share
In accordance with the terms of the Tender Offer, the Cash Tender Price has been determined by reference to the Tender NAV per Share less the Cash Option Discount and the Cash Option Costs per Cash Tendered Share. The In Specie Tender Price has been determined by reference to the Tender NAV per Share less the In Specie Costs per In Specie Tendered Share.
Qualifying In Specie Shareholders who successfully tendered Shares under the In Specie Option will also bear any stamp duty, stamp duty reserve tax and transfer or registration taxes, as applicable, in relation to any assets transferred to them and which they are required to pay as transferee.
Related Party Transactions
Owing to the size of Saba's interests in the Company, the acquisition of Saba's 14,035,361 In Specie Tendered Shares (together the "Accepted Saba Shares") and the implementation of the Saba Portfolio Sale Agreement (as described in further detail below) are related party transactions pursuant to UKLR 8.1.7R and UKLR 8.2.1R (the "Related Party Transactions"). The Board considers entering into the Related Party Transactions to be fair and reasonable as far as Shareholders are concerned and the Directors have been so advised by J.P. Morgan Cazenove. In providing its advice to the Board, J.P. Morgan Cazenove has taken into account the Board's commercial assessments of the Related Party Transactions.
In accordance with the legal mechanisms required to implement the In Specie Option, the Company and Saba have entered into the Saba Portfolio Sale Agreement pursuant to which Saba (on behalf of the Saba Investment Vehicles) has agreed to purchase (or procure the purchase of) the relevant proportion of the Portfolio Assets (by reference to the number of Accepted Saba Shares) on completion of the Tender Offer.
The consideration for the purchase of the relevant proportion of such Portfolio Assets shall be the In Specie Tender Price multiplied by the number of Accepted Saba Shares (in accordance with the terms of the Tender Offer). Saba (on behalf of the Saba Investment Vehicles) has agreed to procure the payment of all transfer or registration taxes incurred in connection with the transfer of the relevant proportion of the Portfolio Assets pursuant to the Saba Portfolio Sale Agreement. The Saba Portfolio Sale Agreement contains customary warranties given by the Company to Saba (on behalf of the Saba Investment Vehicles) and customary warranties given by Saba (on behalf of the Saba Investment Vehicles) to the Company.
Following approval of the Resolution at the General Meeting, and confirmation of the results of the Tender Offer set out above, it is expected that the Related Party Transactions will be implemented on or around 9 July 2026. Further details of the remaining timetable for the Tender Offer are set out below.
Expected timetable for the Tender Offer
The Company expects that the Tender Offer will become wholly unconditional, and will therefore be implemented, in accordance with the timetable set out in the Circular.
Tender Offer timetable
Acquisition by J.P. Morgan Cazenove and Singer Capital 9 July 2026
Markets of the Tendered Shares (and repurchase by the
Company from J.P. Morgan Cazenove and Singer Capital
Markets of the Cash Tendered Shares)
Transfer of Portfolio Assets to Qualifying In Specie on or around
Shareholders (and repurchase by the Company from J.P. 9 July 2026
Morgan Cazenove and Singer Capital Markets of the In Specie
Tendered Shares)
CREST accounts credited with unsuccessfully tendered 10 July 2026
uncertificated Shares
Payments through CREST made in respect of the Cash Tendered Shares by 23 July 2026
held in uncertificated form
Cheques despatched in respect of the Cash Tendered Shares by 23 July 2026
held in certificated form
Despatch of balancing share certificates in respect of by 23 July 2026
revised holdings of certificated Shares
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.
Andrew Joy, Chairman of Herald Investment Trust plc, commented:
"Managed by founder Katie Potts, Herald has been one of the UK investment trust sector's outstanding long-term success stories, delivering exceptional performance with a NAV total return of more than 3,593% since inception, including a NAV total return of 25% in 2026 to date. We are pleased, following 18 months of uncertainty, that we have delivered a successful resolution for all shareholders, both for those who chose to exit and for our long-term shareholders who have chosen to remain invested in the Company.
The tender offer was undersubscribed, ensuring that there is no remaining overhang on the Company's shares. The Company believes that, excluding shares tendered by Saba, other shareholders following shorter term trading strategies and the automatic sales by index trackers reflecting the new size of the Company, approximately only 10% of shares in issue were tendered. The Board is very pleased with this outcome, demonstrating core shareholders' belief that the Company and its investment strategy, with Katie Potts and Aberdeen, can continue to deliver excellent returns."
Enquiries:
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Herald Investment Trust plc |
via Camarco |
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Andrew Joy (Chairman) |
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Camarco (Media enquiries) |
+44 (0)20 3757 4980 |
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Billy Clegg / Ben Woodford / Elfie Kent |
Herald@camarco.co.uk |
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J.P. Morgan Cazenove (Financial Adviser) |
+44 (0)20 3493 8000 |
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William Simmonds / Rupert Budge |
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Singer Capital Markets (Corporate Broker) |
+44 (0)20 7496 3000 |
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Alan Geeves / Sam Greatrex / William Gumpel (Sales) James Maxwell (Investment Banking) |
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NSM Funds (UK) Limited (Company Secretary) |
HIT@nsm.group |
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Brian Smith / Shilla Pindoria |
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Important information
Capitalised terms used throughout this announcement shall have the meanings ascribed to them in Part 8 (Definitions) of the Circular, unless the context otherwise requires.
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.
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