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Herald Investment Trust PLC held its Annual General Meeting on 25 March 2025, passing 10 resolutions, including the company's continuation vote, but failing two special resolutions (12 and 14). The company also announced an amendment to a previous statement, clarifying that approximately 65% of non-Saba Capital shareholders voted, with over 99.9% of non-Saba votes cast in favour of continuation.
| Date | 25 Mar 2025 |
| Time | 09:00:11 |
| Category | AGMs and other meetings |
| ID | 0468C |
25 March 2025
Herald Investment Trust plc
LEI: 213800U7G1ROCTJYRR70
Result of Annual General Meeting - Replacement
The following amendment has been made to the "Result of Annual General Meeting" announcement released on 24 March 2025 at 4.26pm under RNS No 9345B. In paragraph three below, the number of non-Saba Capital shareholders who voted was changed from 45.3% to 65%. All other text remains unchanged.
The full amended text is shown below
The Board of Herald Investment Trust plc (the "Company", "Herald") is pleased to announce that the Company's continuation vote (Resolution 11) was passed at today's Annual General Meeting ("AGM").
Excluding votes that the Board believes were cast by, or on behalf of, Saba Capital, more than 99.9% of non-Saba votes were cast in favour of continuation.(1) This result today follows on from the definitive rejection by shareholders of Saba Capital's attempt to remove all the incumbent independent directors and replace them with its own nominees at the Requisitioned General Meeting in January.
The Board is pleased to note that the turnout from shareholders remained high, at around 69.1%. Of the non-Saba Capital shareholders, approximately 65% voted, a high percentage by historic standards of continuation votes at Herald or indeed other investment trusts.
Andrew Joy, Chairman of Herald, said:
"I am pleased that shareholders have again made clear that they wish Herald to continue in its current format. Only 0.05% of votes were cast with Saba on the continuation vote. We are grateful to all the shareholders who made their views known. With the recent volatility in public markets and in particular tech stocks, the Manager is starting to see some real opportunities for a specialist active manager like Herald."(1)
All of the Resolutions put forward at the AGM today were voted on by way of a poll and each of resolutions 1 - 7, 10, 11 and 13 were duly passed. Resolutions 12 and 14, which were special resolutions requiring at least 75% of votes cast to be in favour, did not pass.
The results were as follows:
|
Resolution |
In Favour/ Discretionary** |
Against |
Withheld **** |
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|
|
|
Votes |
%*** |
Votes |
%*** |
Votes |
|
1 |
To receive and adopt the directors' report, the strategic report, the financial statements and auditor's report for the year ended 31 December 2024. |
21,917,164 |
63.42 |
12,642,793 |
36.58 |
6,384 |
|
2 |
To approve the directors' remuneration report, other than the Company's remuneration policy, for the year ended 31 December 2024. |
22,486,272 |
65.13 |
12,039,188 |
34.87 |
40,881 |
|
3 |
To re-elect Andrew Joy. |
22,549,512 |
65.27 |
11,997,317 |
34.73 |
19,512 |
|
4 |
To re-elect Stephanie Eastment. |
22,541,558 |
65.25 |
12,005,087 |
34.75 |
19,696 |
|
5 |
To re-elect Priya Guha. |
22,533,445 |
65.23 |
12,012,700 |
34.77 |
20,196 |
|
6 |
To re-elect Henrietta Marsh. |
22,536,527 |
65.24 |
12,006,618 |
34.76 |
19,196 |
|
7 |
To elect Christopher Metcalfe. |
22,545,183 |
65.27 |
11,997,813 |
34.73 |
19,345 |
|
8 |
To re-appoint PricewaterhouseCoopers LLP as independent auditor to the Company. |
34,090,206 |
97.95 |
712,103 |
2.05 |
10,423 |
|
9 |
To authorise the audit committee to determine the remuneration of the independent auditor. |
34,781,736 |
99.94 |
20,507 |
0.06 |
10,489 |
|
10 |
To authorise the Company to allot shares for the purposes of section 511 of the Companies Act. |
22,595,172 |
65.27 |
12,022,093 |
34.73 |
14,754 |
|
11 |
To approve the continuation of the Company as an investment company until the conclusion of the annual general meeting of the Company to be held in 2028. |
22,554,603 |
65.27 |
12,000,725 |
34.73 |
4,703 |
|
12 |
To authorise the Company to allot shares on a non-pre-emptive basis pursuant to sections 570 and 573 of the Companies Act 2006.* |
22,567,917 |
65.19 |
12,052,193 |
34.81 |
11,909 |
|
13 |
To authorise the Company to repurchase its shares..* |
34,611,980 |
99.97 |
9,621 |
0.03 |
10,418 |
|
14 |
That a general meeting be called on not less than 14 clear days' notice..* |
22,561,570 |
65.16 |
12,060,922 |
34.84 |
9,527 |
* Special resolutions
** 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 Resolution.
Shareholders are entitled to one vote per Share.
The Company had 50,340,861 ordinary shares of 25 pence each in issue at the voting record time for the Annual General Meeting. Therefore, the total voting rights in the Company for the purpose of the Annual General Meeting comprised 50,340,861 votes.
The Board notes the votes against resolutions 1-7, 10-12 and 14. The Board believes that 99.9% of all votes cast against were cast by, or on behalf of, Saba Capital. (1) The Board will continue to engage with all major shareholders, all of whom, apart from Saba Capital, have been supportive of continuation.
The full text of the Resolutions is contained in the Notice of AGM. The Notice of AGM is available for viewing on the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website at www.heralduk.com
Copies of all the resolutions passed, other than ordinary business, will be submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
For further information please contact:
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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 / Eddie Livingstone-Learmonth |
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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 / James Waterlow / William Gumpel (Sales) James Maxwell / Alaina Wong (Investment Banking) |
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NSM Funds (UK) Limited (Company Secretary) |
Important information
Capitalised terms used throughout this announcement shall have the meanings ascribed to them on pages 13 to 15 of the circular published by the Company on 20 February 2025, unless the context otherwise requires.
(1) Saba's latest publicly disclosed interest in the Company (as at 15 January 2025) was approximately 14.7 million voting rights, representing 29.1% of the Company's total voting rights as at the voting record time for the AGM. However, the Board believes only 12.0 million votes, representing 23.8 per cent. of the Company's total voting rights or 34.7 per cent. of votes cast, were actually voted by or on behalf of Saba. Figures used are representative of the votes cast on Resolution 11 (the Continuation Resolution).