HRI Herald Investment Trust Plc

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. ON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

For immediate release

22 January 2025

Herald Investment Trust plc

LEI: 213800U7G1ROCTJYRR70

Result of Requisitioned General Meeting

The Board of Herald Investment Trust plc (the "Company", "Herald") is pleased to announce that Requisitioned Resolutions 1 to 8 put forward at the general meeting of the Company held earlier today (the "Requisitioned General Meeting") were defeated on a poll.

65.10% of the total votes cast were voted against the Requisitioned Resolutions. The votes against totalled more than 26.4 million and represented a majority of the Company's total voting rights.⁽¹⁾

Excluding the votes Saba cast in favour of their own Requisitioned Resolutions (being 14.1 million votes, representing approximately 34.75% of the votes cast), only a further 59,221 Shares, representing just 0.15% of the votes cast, voted in favour of the Requisitioned Resolutions.^{(1) (2)} This is a damning indictment of Saba's proposals by the Company's non-Saba Shareholders.  

Andrew Joy, Chairman of Herald Investment Trust plc, said:

"Today non-Saba shareholders have almost unanimously rejected Saba's self-interested proposals.

The fact that 99.78% of all votes cast by non-Saba shareholders were voted against Saba's resolutions and in favour of the existing Board provides a clear, complete and incontrovertible rebuttal of Saba's attempt to take control of your company and change its strategy against the wishes and interests of its non-Saba shareholders.^{(1) (2)}

The votes against Saba's proposals were supported by independent proxy advisers including Glass Lewis and ISS. It is perfectly clear that the reason Saba's proposals were rejected is that they were intended to lead to an outcome, namely Saba managing Herald, which the existing shareholders were simply not interested in. The reason shareholders invested, and continue to invest, in Herald is for long-term capital appreciation through investing in smaller technology companies, and they do not wish to be deprived of the opportunity to enjoy more of the same. They did not invest in Herald to become part of a short-term trading strategy.

I would like to thank all Herald's shareholders, both large and small, for their support. I very much regret that this episode has already cost shareholders money, which unfortunately we cannot reclaim from Saba. We look forward to engaging with our shareholders, including Saba, now that our shareholders have voted resoundingly in favour of the Board and by extension, the mandate and the Manager.  

The Board will be taking advice from our advisers on the next steps. Shareholders have voted overwhelmingly to continue with what has been a unique and highly successful strategy, and we look forward to discussing future developments further with them.

We are well aware of the environment in which investment companies operate and the need to have regard for creating value not just by multi-year patient growth in NAV, which to remind people, has enabled a 27x NAV total return⁽²⁾ since launch in 1994, but also by ensuring that capital allocation is optimised, again for the long term. As evidence, Herald has bought back its own shares every year since 2007, including approximately 10% of the Company's share capital in each of the last two years. The Company has only ever issued £95m of stock and has bought back over £465m already, and still has net assets of £1.2bn. The Board, working with the Manager, will continue to be alive to the best use of the Company's funds at any particular time."

All of the Requisitioned Resolutions were voted on by way of a poll and the results are shown in the table below.

Results of the meeting

* 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 Requisitioned Resolution.

Shareholders are entitled to one vote per Share. Where Shareholders appointed the Chairman of the Requisitioned General Meeting as their proxy with discretion as to voting, their votes were cast against all Requisitioned Resolutions and their Shares have been included in the "votes against" column.

The Company had 50,340,861 ordinary shares of 25 pence each in issue at the voting record time for the Requisitioned General Meeting. Therefore, the total voting rights in the Company for the purpose of the Requisitioned General Meeting comprised 50,340,861 votes.

The Board has appointed Civica Election Services as independent assessor to report on the poll held at the Requisitioned General Meeting in respect of each of the Requisitioned Resolutions.

The full text of the Requisitioned Resolutions is contained in the Notice of Requisitioned General Meeting contained in 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 website at https://defence.heralduk.com.

For further information please contact:

Important information

Capitalised terms used throughout this announcement shall have the meanings ascribed to them on pages 18 to 21 of the circular published by the Company on 3 January 2025 (the "Circular"), unless the context otherwise requires.

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 the UK version of the EU Market Abuse Regulation (Regulation (EU) No.596/2014) which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended. Upon the 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.

(1) Figures used are representative of the votes cast on Resolution 1.

(2) Saba's latest publicly disclosed holding (as at 16 January 2025) was 14.7 million Shares, representing 29.13% of the Company's total voting rights, though the Board believes only 14.1 million votes, representing 28.01% of the Company's total voting rights or 34.75% of votes cast, were actually voted by or on behalf of Saba.    

(3) Excludes warrant returns.