Trian Investors 1 Limited Compulsory Share Redemption by 30 June 2023 (0284Y)
02 Septiembre 2022 - 1:01AM
UK Regulatory
TIDMTI1
RNS Number : 0284Y
Trian Investors 1 Limited
02 September 2022
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014 which forms part of
domestic law in the United Kingdom pursuant to The European Union
(Withdrawal) Act 2018, as amended by The Market Abuse (Amendment)
(EU Exit) Regulations 2019
TRIAN INVESTORS 1 LIMITED
(the "Company")
Compulsory Share Redemption by 30 June 2023
2 September 2022
Following the Extraordinary General Meeting held on 5 August
2022 the Board has been working with Trian Investors Management,
LLC (the "Investment Manager") and the Company's advisers to
formulate proposals to achieve the objectives of shareholders as a
whole (the "Proposals").
The Board notes that the Company's holdings in Ferguson plc
("FERG") and Unilever plc ("ULVR") which are held through Trian
Investors I, L.P. (the "Investment Partnership") have significantly
outperformed the FTSE 100 over relevant periods. In its recent
discussions with the Board, the Investment Manager has reiterated
that it is very pleased with the FERG and ULVR investments to date
and believes that there is still significant value potentially to
be achieved through the Company's holdings in FERG and ULVR.
Nevertheless, the Board acknowledges that a significant portion of
the current shareholder base would like the opportunity to exit
their shareholding at or around net asset value.
Following consultation with major shareholders, the Board
announces that the Company will, by no later than 30 June 2023,
compulsorily redeem no less than 95 per cent. of each shareholders'
holding in the Company, such redemption to be satisfied by a
distribution of the Investment Partnership's underlying assets
(including an in specie distribution of shares) at a value
equivalent to the Board's estimate of the then prevailing net asset
value (the "Redemption")([1]) .
The Board believes that the Redemption will have the following
benefits:
-- The Redemption represents a significant return of capital to
shareholders. For illustrative purposes only, if the Redemption had
occurred on 31 July 2022, based on the NAV per share as at close of
business on 31 July 2022, and specifically the closing prices of
FERG and ULVR shares on such date, it is estimated that the
Redemption would have returned approximately GBP420 million of
value to shareholders;
-- The current discount of holding FERG and ULVR shares through
the Company will be eliminated in respect of those assets that are
distributed in-specie to shareholders;
-- The Redemption will allow each shareholder to determine the
most opportune time to realise their exposure to ULVR and/or FERG
(and, in the case of FERG, taking into consideration its potential
eligibility for inclusion in various U.S stock indices, including
the S&P 500 Index);
-- The traded market in FERG and ULVR shares is significantly
more liquid when compared to trading in the Company's shares.
Details of the Redemption will be announced in due course. Once
the Redemption has been completed the Board will commence a process
to wind-up the Company with any residual net assets to be returned
to shareholders in cash through that process.
As part of the Proposals and conditional on their successful
implementation, it has been agreed: (a) with the Investment Manager
that on Redemption it will receive its final Management Fee payment
in lieu of notice calculated, through to 31 December 2023; (b) with
Trian Investors 1 SLP, L.P. (the "Special Limited Partner") that it
will continue to be entitled to receive the Incentive Allocation
which will be determined based on the performance of the Investment
Partnership at or about the time of Redemption, i.e., on or before
30 June 2023; and (c) with the Special Limited Partner that its
Incentive Allocation may (at the Special Limited Partner's
election) be settled through an in-specie distribution of the
Investment Partnership's underlying assets rather than in cash or
through a further issue of the Company's shares.
Shareholders (including Trian Subscriber) representing
approximately 86.3 per cent. of the issued share capital have
indicated their support for the Proposals as a whole (including the
Redemption and subsequent winding-up of the Company).
Mark Thompson, Chairman of the Company, commented: "The Board is
confident that its proposals represent a positive and sensible way
forward that delivers an outcome which all shareholders can
support. The share redemption scheme recognises the significant
potential future upside from the Company's core holdings, while
meeting the desire of certain investors for greater liquidity and
of the Company's Board to see its discount to fair value
unwind."
LEI: 213800UQPHIQI5SPNG39
Terms not defined in this announcement shall have the meaning
defined in the Company's prospectus dated 21 September 2018.
For further information, please contact:
Numis Securities Limited
(Joint corporate broker)
+44 (0)20 7260 1000
David Benda
Nathan Brown
Vicki Paine
Jefferies International Limited
(Joint corporate broker)
+44 (0)20 7029 8000
Stuart Klein
Greenbrook
(Communications Adviser)
+44 (0)20 7952 2000
Andrew Honnor
Rob White
Bree Taylor
Ocorian Administration (Guernsey) Limited
(Administrator and Company Secretary)
+44 (0)1481 742 742
Chezi Hanford
([1]) Subject to compliance with any restrictions on dealings in
the ULVR or FERG shares under any applicable laws and
regulations
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