Aberdeen Investments said on Thursday it has been proposed as the investment manager of the £1.5 billion Herald Investment Trust plc (HRI) — with controversial activist HRI shareholder Saba Capital Management signing a three-year “standstill agreement.”
Saba’s agreement with HRI and Aberdeen commits the controversial New York hedge fund “not to exercise any voting rights on any resolutions proposed at any annual or other general meeting of HRI against the recommendation of the board of HRI.”
Further, Aberdeen Investments and Saba also reached an agreement relating to up to a further eight investment trusts in Aberdeen’s range, with combined assets under management of £12.5 billion “who will have the option to participate in a similar standstill arrangement should their independent boards decide to do so.”
Last week, the chair of the Baillie Gifford-managed £860 million Edinburgh Worldwide Investment Trust plc (EWIT) warned that the UK’s entire £261 billion investment trust sector was at risk from activists after Saba Capital succeeded in replacing the entire board at EWIT.
Shareholders in Edinburgh Worldwide voted for Saba Capital’s plan to oust Simpson-Dent and five other EWIT board members and to install three Saba-backed board nominees, Gabriel Gliksberg, Jassen Trenkow and Michael Joseph.
Aberdeen Investments said on Thursday: “The proposal is part of a broader agreement that is intended to bring Herald Investment Management Limited’s (HIML) funds under Aberdeen’s management, including the Herald Worldwide Technology Fund, currently representing combined assets under management of c.£1.6bn.
“Eight staff, including lead manager Katie Potts, are expected to join Aberdeen, bringing deep experience in investing across technology, smaller companies and media. The team will relocate to Aberdeen’s London office, and gain access to Aberdeen’s extensive distribution and marketing capabilities.
“HRI has today announced a proposed tender offer for up to 66% of HRI’s issued share capital, that will allow largest shareholder, Saba Capital Management L.P. (Saba), and other HRI shareholders, an exit at close to NAV, or to continue their investment in HRI.
“Saba has given an irrevocable undertaking to tender its full holding in HRI. Assuming the successful completion of the tender process, and subject to necessary approvals and finalisation of transitional arrangements, the change of investment manager is expected to take effect in Q3 2026.
“As part of this arrangement, Saba has signed a three-year standstill agreement with HRI and Aberdeen Investments, which (amongst other matters) commits Saba not to exercise any voting rights on any resolutions proposed at any annual or other general meeting of HRI against the recommendation of the board of HRI.
“Furthermore, Aberdeen Investments and Saba have also reached an agreement relating to up to a further eight investment trusts in Aberdeen’s range, with a combined AUM of c.£12.5bn, who will have the option to participate in a similar standstill arrangement should their independent boards decide to do so.”
Aberdeen currently manages £19.8 billion in closed end funds (investment trusts), making it the fifth largest manager of closed end funds globally and one of the few asset managers that manage investment trusts at scale in both the UK and the US.
Aberdeen Group CEO Jason Windsor said: “The Herald team has a long track record of backing early-stage technology companies, and driving material long term growth from those investments.
“As the fifth largest manager of closed-end funds globally, and as a leading small cap manager, we are delighted to welcome Katie Potts and her team to Aberdeen. Completion of this transaction will further grow our franchise and demonstrates our innovation and commitment to the sector.”
Christian Pittard, Head of Closed End Funds and Managing Director, Corporate Finance, Aberdeen Group, said: “As a smaller companies’ specialist with a proud heritage in investment trusts, I am pleased this transaction will not only preserve the future of one of Britain’s best known investment trusts, but also allow Herald’s team to keep doing what they do best as part of Aberdeen’s growing closed end funds stable.
“We would like to thank the HRI Board for their confidence in appointing Aberdeen as manager of one of the jewels in the investment trust sector’s crown and the Herald team for committing to join Aberdeen.
“We would also like to thank Saba, who deserves special mention for working constructively and creatively to end the impasse. Saba’s collaboration and determination to find a path forward that benefited all shareholders ultimately made it possible to preserve this trust and, together, deliver an outcome that is positive for everyone.
“The agreement regarding our wider active UK trust range provides a pragmatic and constructive way forward and supports the stability of the trusts who sign up to the standstill.”
Herald Investment Trust founder Katie Potts said: “Herald has delivered a clear and successful investment strategy since 1994, and this disciplined approach will remain unchanged with Aberdeen, who I look forward to joining.
“Our focus remains firmly on the technology and communications sectors, which continue to benefit from exceptional innovation and strong long-term growth prospects. HIML is pleased to report that the share price and NAV per share of HIML’s investment trust and fund are at record levels.
“Looking ahead, we will benefit from Aberdeen’s enhanced marketing reach and endeavour to continue to deliver above average returns for shareholders.”
Association of Investment Companies CEO Richard Stone, said: “This is a successful outcome for shareholders. It’s excellent to see proposals that will allow Herald Investment Trust to continue to deliver strong returns for its shareholders.
“We’d like to congratulate the board of Herald and Aberdeen Investments on this creative solution. Herald is a unique investment trust, backing high-growth tech and communications businesses, led by Katie Potts, one of the longest serving managers in the industry. Long may it continue.”
Boaz Weinstein, Founder and Chief Investment Officer of Saba, said: “HRI shareholders will now have real choice: immediate liquidity close to NAV, or continued exposure to the same strategy they believe in under a stronger institutional platform. This is what shareholder engagement looks like when boards act in the interests of the people they serve, and it is what Saba will keep demanding across the UK investment trust sector.”