REG - Herald Inv Trust PLC - Update on Herald's Future and Portfolio Liquidity

Herald Investment TrustAnnouncement

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RNS Number : 3485Y  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)                                 +44 (0)20 3757 4980
 Billy Clegg / Ben Woodford / Elfie Kent                   Herald@camarco.co.uk (mailto:Herald@camarco.co.uk)

 J.P. Morgan Cazenove (Financial Adviser)                  +44 (0)20 3493 8000
 William Simmonds / Rupert Budge

 Singer Capital Markets (Corporate Broker)                 +44 (0)20 7496 3000
 Alan Geeves / Sam Greatrex / William Gumpel (Sales)

 James Maxwell (Investment Banking)

 NSM Funds (UK) Limited (Company Secretary)                HIT@nsm.group (mailto:HIT@nsm.group)
 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.

 

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