Tender Offer Circular and Notice of AGM

Herald Investment Trust PLC

02 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. ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

2 June 2026

For immediate release

HERALD INVESTMENT TRUST PLC

(the "Company" or "Herald")

Publication of Tender Offer Circular and Notice of Annual General Meeting

Further to the announcement on 7 May 2026, the Board is pleased to confirm that the Company has today published a circular (the "Circular") regarding the proposed tender offer for up to 66 per cent. of the Company's issued share capital (the "Shares"), with options for entitlements to be satisfied in specie or for cash, with each option capped at 33 per cent. of the Shares in issue, save as increased to the extent that the other option is not fully utilised (the "Tender Offer").⁽¹⁾

In addition, further to the publication on 23 February 2026 of the Company's annual report and audited financial statements for the financial year ended 31 December 2025, the Company has today published a circular (the "2026 AGM Circular") containing notice of the Company's forthcoming annual general meeting, which will be held at 2.00 p.m. on 30 June 2026 at 10-11 Charterhouse Square, London EC1M 6EE (the "AGM").

Copies of the Circular and the 2026 AGM Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Circular and the 2026 AGM Circular will also be available on the Company's section of its Manager's website (www.heralduk.com).

Introduction

The Board of Herald announced on 7 May 2026 that it had agreed heads of terms with Herald Investment Management Limited ("HIML"), the Company's current alternative investment fund manager ("AIFM"), and abrdn Fund Managers Limited ("Aberdeen Investments") in respect of a proposed Tender Offer and proposed changes to the Company's management and administrative arrangements (together with the Tender Offer being the "Proposals"). In connection with the Proposals, the Board also announced that the Company had entered into an irrevocable undertaking and a three-year standstill agreement with Saba Capital Management, L.P. ("Saba", including the Saba Investment Vehicles but excluding any Saba RICs).

The Board believes the Proposals, which are supported by Saba, provide a stable foundation for the Company's future growth. Shareholders who wish to stay invested will continue with the current investment manager, Katie Potts, and the existing proven and highly successful investment strategy. At the same time, the Proposals offer Shareholders, who wish it, a significant exit opportunity at close to the NAV per Share (as at the time of the exit).

The Tender Offer will be for up to 66 per cent. of the Shares in issue, with an option to elect for entitlements to be satisfied in specie or for cash (with each option capped at 33 per cent. of the Shares in issue, save as increased to the extent that the other option is not fully utilised).⁽¹⁾

It is proposed that, following the completion of the Tender Offer, the appointment of HIML as the Company's AIFM will be terminated and Aberdeen Investments will be appointed in its place. Katie Potts, the Company's investment manager, and a number of investment professionals and other current HIML employees will then become employees or consultants of Aberdeen.

Benefits of the Proposals

The Board believes the Proposals will deliver the following significant benefits for Shareholders:

•           Choice for Shareholders: Eligible Shareholders will have the choice of remaining invested in the Company, with Katie Potts as the investment manager, or electing for an exit at close to the NAV per Share at the time of such exit.

•         Continuity of management and investment process: The Company will continue to be managed by Katie Potts, supported by individuals joining Aberdeen from HIML. The management team will employ the same proven investment strategy that has delivered a 3,718 per cent. NAV total return from the Company's inception.⁽²⁾ Shareholders who remain invested in the Company are, based on the Company's estimated costs and expenses, not expected to bear any direct costs of the Tender Offer in respect of their continuing investment.

•         No crystallisation of an unwanted tax event for continuing Shareholders: Long-term Shareholders, who have benefitted from the Company being one of the investment trust sector's top 20 performers in share price total return terms over the past decade, can avoid crystallising any unwanted tax event they may have in relation to their Shares by remaining invested.

•         Significant liquidity opportunity at close to the NAV per Share: Eligible Shareholders will have an opportunity to exit part of their investment in the Company, with entitlements settled either in specie or for cash consideration, with the ability to over-elect. With Saba holding approximately 30 per cent. of the Company's Shares, and electing for the in specie option, the cash option will effectively represent a minimum c.51 per cent. exit opportunity for those Shareholders who wish to elect in full for cash, with potential for significantly more depending on overall take-up (noting that the minimum 51 per cent. would be in the scenario where every Shareholder, with the exception of Saba, elected in full for the cash exit).

•           No wholesale forced realisation: The Company's investment portfolio includes many relatively illiquid shares and the fewer of such shares that the Company is obliged to sell, the lower the risk that the respective share prices of the underlying portfolio companies move adversely in anticipation of Herald selling. The in specie option reduces the extent of the realisations required from the Company's portfolio, and therefore the impact on value for both continuing and exiting Shareholders, relative to other options available to the Company. The requirement for further substantial realisations to fund the Tender Offer is also lessened by the fact that the Company currently holds c.23.5 per cent. of its portfolio in cash and cash equivalents.⁽³⁾

•           Strategic reset: Reaching agreement among differing groups of Shareholders will enable the investment manager to focus once again on making long-term investments in pursuance of the Company's objective, whilst also removing an obstacle to attracting new Shareholders. There is no guarantee that the other solutions considered would have commanded sufficient votes to be adopted, potentially prolonging the damaging impasse or leading to a solution less attractive to all Shareholders.

•         Platform for future growth: The appointment of Aberdeen Investments as AIFM offers Shareholders significant benefits, in addition to being critical to unlocking a deliverable solution for all Shareholders. Aberdeen's considerable resources and experience within the listed funds sector, together with its marketing expertise, provide a strong platform to enable Herald to continue providing Shareholders with access to attractive long-term investment opportunities.

Implementation of the Proposals remains subject to, among other things, Shareholder approval of the Tender Offer Resolution.

Background to the Proposals

The Board aims to serve the interests of all Shareholders, while recognising that differing groups of Shareholders have, in recent years, had different objectives for their investments.

The Board therefore, having reviewed a number of options, proposed a 100 per cent. tender offer, as first announced on 9 January 2026. This tender offer was cancelled as there was not sufficient Shareholder support. The Board then began preparations for another 100 per cent. tender offer, but with a 50 per cent. vote requirement and no condition for Saba to tender (the "Backstop Tender Offer"). Concurrently, as announced on 3 February 2026, constructive dialogue continued in an attempt to find a solution that would be in the best interests of Shareholders and the Company as a whole.

The Board understood from discussions with Shareholders that many would like to remain invested in the Company's current mandate, given the very strong long-term performance of Herald, which has delivered a 3,718 per cent. NAV total return since inception.⁽²⁾ Furthermore, many Shareholders have significant capital gains on their holdings. The Board is conscious that, should the Company have proceeded with the Backstop Tender Offer, these Shareholders would have been faced with a choice of realising these gains in the Backstop Tender Offer, which would have crystallised an unwanted tax event, or keeping their investment in what may have become a Saba managed and controlled vehicle with a different investment mandate.

The Board therefore believes that a solution supported by Saba, which offers both a significant exit at close to the NAV per Share for all Shareholders along with a viable continuation option managed by the incumbent investment manager, is in the best interests of Shareholders as a whole.

The Proposals allow the Company's investment manager, Katie Potts, to once again commit fully to making long-term investments into promising technology and communications companies, in line with the strategy's successful long-term investment horizon, with the backing of Aberdeen. The Proposals also increase the ability for the Company to attract new long-term Shareholders.

Summary of the Tender Offer

The Tender Offer will be made for up to 66 per cent. of the Shares in issue as at the Record Date.

The Tender Offer will comprise:

·           an option for Qualifying In Specie Shareholders to have their entitlement to consideration for their tendered Shares satisfied through arrangements pursuant to which they acquire portfolio assets of the Company of equivalent value (the "In Specie Option"), limited to 33 per cent. of the Shares in issue (save as increased to the extent that the Cash Option is not fully utilised); and

·           an option for Eligible Shareholders to receive cash consideration for their tendered Shares (the "Cash Option"), also limited to 33 per cent. of the Shares in issue (save as increased to the extent that the In Specie Option is not fully utilised).

Qualifying In Specie Shareholders may, in respect of the interests of an underlying beneficial owner of Shares, only elect for either the In Specie Option or the Cash Option in respect of such beneficial interests.

Eligible Shareholders will be entitled to elect for the Tender Offer in respect of their entire holding of Shares. However, a scaling back exercise will be conducted if aggregate elections for the Tender Offer as a whole exceed 66 per cent. of the Shares in issue.

As Saba has committed to elect for the In Specie Option for its entire holding, which represents around 30 per cent. of the Shares in issue, it is expected that Eligible Shareholders electing for the Cash Option will be able to successfully tender significantly more than their Basic Entitlement. For purely illustrative purposes, should every Shareholder apart from Saba over-elect for the Cash Option in respect of their entire holding, and assuming all elections are valid, all such Shareholders would be able to realise around 51 per cent. of their holding. In practice, as the Board believes many Shareholders will wish to remain invested with the Company, this may be a material overestimate of the likely elections (which would create further capacity for over-elections).

In total, no more than 66 per cent. of the Shares in issue will be bought back pursuant to the Tender Offer. Notwithstanding that overall limit:

•         if fewer than 33 per cent. of the issued Shares are validly tendered for the In Specie Option, and the Cash Option is oversubscribed, the total number of Shares that can be bought back pursuant to the Cash Option will be increased by the remaining capacity under the In Specie Option; and

•         if fewer than 33 per cent. of the issued Shares are validly tendered for the Cash Option, and the In Specie Option is oversubscribed, the total number of Shares that can be bought back pursuant to the In Specie Option will be increased by the remaining capacity under the Cash Option.

Any such increased capacity under the Tender Offer will be allocated amongst all Shareholders who have validly elected for the relevant option in excess of their Basic Entitlement in a manner which is, as near as practicable, pari passu and pro rata among all such Shareholders.

The Cash Option will be subject to a 2 per cent. discount.

Shareholders remaining invested in the Company are, based on the Company's estimated costs and expenses, not expected to bear any of the direct costs of the Tender Offer (assuming it proceeds).

Further information on the Tender Offer, including in respect of pricing and the allocation of costs, is set out in Part 2 (Further details of the Tender Offer) and Part 3 (Letter from J.P. Morgan Cazenove and Singer Capital Markets) of the Circular. The terms and conditions of the Tender Offer are set out in Part 4 of the Circular.

The future of the Company 

Future investment management arrangements

Following the completion of the Tender Offer, it is intended that Herald will appoint Aberdeen Investments as its AIFM, pursuant to the Conditional Management Agreement, on terms substantially consistent with existing arrangements (which include provision for Aberdeen to provide company secretarial and administration services). The terms of the Conditional Management Agreement are summarised in Part 7 of the Circular.

Upon the Conditional Management Agreement taking effect, the Company's existing Management Agreement with HIML will be terminated. HIML has agreed to waive any compensation that would otherwise be payable in lieu of notice for such termination.

In recognition of the costs being suffered by HIML as a result of the Proposals, and the benefits of HIML supporting them, the Company has agreed to make a payment to HIML of £1.75 million immediately prior to the acquisition by J.P. Morgan Cazenove and/or Singer Capital Markets of any Tendered Shares (provided that the Tender Offer has become unconditional in accordance with its terms).

This cost will be met by continuing Shareholders only and will reduce any Net Asset Value accretion for ongoing Shareholders, who will receive the benefit of the Cash Option Discount.⁽⁴⁾ For the avoidance of doubt, this cost will not be deducted from the tender price under the Cash Option or the In Specie Option.

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 (as employees of Aberdeen, or otherwise become consultants of 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.

For the avoidance of doubt, subject to Shareholder approval at the AGM, the Company is taking the opportunity to tidy up the existing wording in its investment policy by making certain clarificatory amendments. These amendments will not, however, change the Company's existing investment strategy. Further information is set out in the 2026 AGM Circular.

Following a minimum initial period of 18 months, the Conditional Management Agreement shall be terminable by either party by serving six months' notice. Aberdeen Investments intends to use the initial six months of management fee income received from Herald to make market purchases of Shares.

The Herald Worldwide Technology Fund, an open-ended fund currently managed by HIML, also intends (subject to regulatory permissions) to appoint Aberdeen as its investment manager.

Subject to implementation of the Tender Offer, the making of certain regulatory notifications and finalisation of transitional arrangements, the change of investment management arrangements is expected to take effect on or around 1 August 2026.

Appointment of Aberdeen Investments

The Board believes that the appointment of Aberdeen Investments will bring Shareholders significant benefits. The costs of running Herald's strategy, coupled with a greater requirement for marketing to attract new Shareholders, mean that it is increasingly challenging to run a smaller fund such as the continuing Herald cost-effectively. Following the Tender Offer, the Company's fixed costs will necessarily be spread across a smaller asset base.

With the appointment of Aberdeen Investments, Shareholders are expected to benefit from the significant economies of scale and resources available through Aberdeen, whilst also being able to retain the investment expertise of Katie Potts and a number of her current team at HIML.

The Board believes that the following benefits are particularly significant:

•         Scale and experience: Aberdeen is the fifth largest manager of listed closed end funds in the world with a very long-standing focus on investment companies. This scale is expected to offer a number of operational synergies and benefits to Herald. Aberdeen has wide experience in managing investment trusts and is well placed to support Herald on a path to growth.

•         Investment resources: Aberdeen has complementary equity investment resources, in particular Aberdeen's highly-rated Asian Smaller Companies investment team, which specialises in a region of growing importance for Herald.

•         Dedicated marketing and sales team: Aberdeen has a specialist and dedicated investment trust sales team as well as offering award winning marketing and PR support.

•         Strong alignment: Aberdeen has committed to use the initial six months of management fee income received from Herald to make market purchases of Shares, aligning Aberdeen with Shareholders.

•         Enhanced direct-to-retail marketing opportunity: ability to market at scale through interactive investor ('ii'), an Aberdeen group company, which is one of the UK's largest (and fastest growing) direct-to-consumer investment platforms, with around £15 billion invested through the platform in UK investment trusts.

Agreement with Saba

On 7 May 2026, Saba entered into a three-year irrevocable undertaking and standstill agreement with Aberdeen Investments and Herald (the "Standstill Agreement").⁽⁵⁾

Pursuant to the Standstill Agreement, Saba has committed to vote in favour of the Tender Offer at the General Meeting and elect to tender its shareholding in full for the In Specie Option. In addition, Saba has agreed to give a number of undertakings to the Company that apply for the duration of the Standstill Agreement, including as set out below:

•         Saba will not put forward any proposals to Shareholders or requisition any resolution or general meeting of the Company;

•         Saba will not seek to change the composition of the Board;

•         Saba will not seek to control or influence the Board or Company or the policies or management of the Company;

•         Saba will not vote against the recommendation of the Board on any resolution put to a general meeting of the Company's shareholders (including at the Company's forthcoming AGM); and

•         Saba will not engage, directly or indirectly, in any short selling of the Shares.

Provided (unless otherwise agreed between the parties) the Proposals are implemented on the expected timetable and by no later than 30 September 2026, the Standstill Agreement will remain in place until conclusion of the Company's annual general meeting to be held in 2029 (or, if earlier, the date on which Aberdeen Investments ceases to be appointed as the Company's AIFM). The Standstill Agreement does not restrict or prohibit Saba's ability to vote in favour of or accept any takeover offer for the Company, nor does it restrict Saba's ability to deal in Shares (other than in any short selling) following the Tender Offer.

Investment outlook

The Board, HIML and Aberdeen Investments continue to believe that there are attractive long-term investment opportunities within quoted smaller companies, in particular those companies in the global technology and communications sectors. HIML observes that the majority of the returns over the last five years have been generated from companies in the supply chain for the data centres that are required for the emerging artificial intelligence demand. Meanwhile most of the rest of the portfolio has been derated to attractive valuations. While currently the returns are focussed on the extraordinary levels of data centre capital expenditure, the next phase will be the emergence of companies that adapt and use the newly available technologies to advantage, while others will be undermined, and there will inevitably be an exciting period of companies emerging with new applications. The Company should be well placed to benefit from these trends. Herald has delivered a Net Asset Value total return of 3,718 per cent. since inception. The Company has continued to perform strongly, delivering a NAV total return of 67.2 per cent. over the last three years, and a NAV total return of 45.5 per cent. over the twelve months to the Latest Practicable Date.

Following the Tender Offer, the Board will continue to have regard to the appropriate allocation of capital going forward.

General Meeting

The Proposals are subject to Shareholder approval. A notice convening the General Meeting, which is to be held at 3.15 p.m. on 30 June 2026 (or as soon thereafter as the AGM shall have concluded or been adjourned) at 10-11 Charterhouse Square, London EC1M 6EE, is set out at the end of the Circular.

At this meeting, an ordinary resolution will be proposed to approve the Tender Offer, on the terms set out in the Circular, and to give the Company authority to make market purchases in connection with the Tender Offer. In particular, the Board is seeking authority to purchase a maximum of 31,586,588 Shares (or, if lower, such number as is equal to 66 per cent. of the Shares in issue (excluding Shares held in treasury) as at the Record Date) (the "Resolution"). In order to be passed, the Resolution will, accordingly, require more than 50 per cent. of the votes cast by Shareholders present, in person or by proxy, at the General Meeting to be voted in favour of the Resolution.

However, if the Resolution is not passed, or any other condition of the Tender Offer is not satisfied or (to the extent possible) waived, the Tender Offer will not proceed.

Recommendation

The Board considers that the Tender Offer, the wider Proposals and the Resolution are in the best interests of the Company and its Shareholders as a whole. The Proposals give Shareholders choice between staying invested in a highly successful company, or selling Shares pursuant to the Tender Offer. In particular, the Board believes that the Proposals will, if implemented, secure a future for Herald, with Katie Potts and Aberdeen Investments, enabling the Company to focus on delivering strong investment returns with a supportive Shareholder base.

Accordingly, for the reasons set out above, the Board recommends unanimously that all Shareholders VOTE IN FAVOUR of the Resolution, as all of the Directors who hold Shares intend to do (or their connected persons intend to do) in respect of their own beneficial holdings of 15,420 Shares (representing, in aggregate, 0.03 per cent. of the Company's issued share capital as at the Latest Practicable Date).

Risk factors in respect of the Tender Offer are set out in Part 5 of the Circular. The Board recommends that Shareholders consider these risk factors carefully.

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.

None of the Directors intend to tender their own beneficial holdings of Shares pursuant to the Tender Offer.

Expected timetable of principal events            

AGM timetable

Publication of 2026 AGM Circular                                                                                                             2 June 2026

Latest time and date for lodging PINK Forms of Proxy or                                                  2.00 p.m. on 26 June 2026
submitting proxy instructions electronically (either through
the Registrar's Investor Centre, CREST or Proxymity) in
respect of the AGM

Record time and date for entitlement to vote at the                                                          6.00 p.m. on 26 June 2026
AGM

AGM                                                                                                                                 2.00 p.m. on 30 June 2026

General Meeting timetable

Publication of the Circular                                                                                                                         2 June 2026

Latest time and date for receipt of BLUE Forms of Proxy and                                          3.15 p.m. on 26 June 2026
electronic proxy appointment instructions (including
through CREST and Proxymity) for the General Meeting

Record time and date for entitlement to vote at the                                                          6.00 p.m. on 26 June 2026
General Meeting

General Meeting                                                                                                             3.15 p.m. on 30 June 2026

(or as soon thereafter as the

AGM shall have

concluded or been adjourned)

Results of General Meeting announced                                                                                                  30 June 2026

Tender Offer timetable

In Specie Determination Date                                                                               close of business on 29 May 2026

Tender Offer opens                                                                                                                                 2 June 2026

Record Date for the Tender Offer                                                                                       6.00 p.m. on 3 June 2026

Date by which Qualifying In Specie Shareholders are requested to contact                                          8 June 2026

J.P. Morgan Cazenove and/or Singer Capital Markets to participate

in the In Specie Option

Tender Offer Closing Date: latest time and date for receipt                                            1.00 p.m. on 2 July 2026
of GREEN Tender Forms and submission of TTE Instructions
in respect of the Tender Offer

Calculation Date                                                                                                     close of business on 3 July 2026

Results of the Tender Offer elections and Tender Prices                                                                 7 July 2026
announced

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

References to time

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. In particular, the realisation period for the assets required to fund the Cash Option will depend on market conditions.

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]

Notes

⁽¹⁾ As at the Record Date (excluding any Shares held in treasury).

⁽²⁾ Calculated to the Latest Practicable Date. The past performance of the Company should not be used as a guide to its future performance.

⁽³⁾ Based on the Company's portfolio as at 30 April 2026.

⁽⁴⁾ The existence of any such NAV accretion would, on the basis of the NAV as at the Latest Practicable Date, depend on at least 6.1 per cent. of Shares (excluding Shares held in treasury, if any) being validly elected for the Cash Option. If, based on the NAV as at the Latest Practicable Date, less than 6.1 per cent. of Shares are validly elected for the Cash Option, the payment to HIML would be marginally NAV dilutive for continuing Shareholders (with a maximum expected dilution of less than 0.2 per cent. of NAV based on the figures as at the Latest Practicable Date).

⁽⁵⁾ Until conclusion of the Company's annual general meeting to be held in 2029 (provided that Aberdeen Investments has been appointed as the Company's AIFM prior to 30 September 2026 and, following such appointment, continues as AIFM for the duration of this period).

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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