TIDMTI1
RNS Number : 5801R
Trian Investors 1 Limited
02 March 2023
TRIAN INVESTORS 1 LIMITED
(the "Company")
In-specie Share Distribution and associated Compulsory Share
Redemption
2 March 2023
Further to the announcement on 17 February 2023, the Board is
pleased to announce the details of an in-specie distribution by the
Company of the Unilever plc ("ULVR") shares (the "Share
Distribution"), which were distributed from Trian Investors 1, L.P.
(the "Investment Partnership") to the Company on 16 February 2023
which is to be effected by way of a compulsory partial redemption
of the ordinary shares in issue in the capital of the Company (the
"Ordinary Shares") (the "Share Redemption").
Share Distribution
The Share Distribution will be applied pro rata to an investor's
holding of Ordinary Shares on the register at the close of business
on the Record Date, being 10 March 2023 and will be effected
through the Share Redemption, as described below. The Share
Distribution will be undertaken at a ratio of 0.0430749929 ULVR
ordinary shares for each Ordinary Share (the "Distribution Ratio")
in issue as at the Record Date.
Fractional entitlements to ULVR shares pursuant to the Share
Distribution will not be distributed to shareholders. Entitlements
to ULVR shares will be rounded down to the nearest whole number
with fractional entitlements being aggregated and sold in the
market. The net cash proceeds of such sale are expected to be
distributed to relevant shareholders via CREST shortly after
entitlements to ULVR shares have been distributed to shareholders
in consideration for the Share Redemption.
Share Redemption
The Share Distribution will be effected by way of the Share
Redemption. As at 16 February 2023 the ULVR shares being
distributed represented approximately 94.092563 per cent. of the
Company's net asset value and therefore it is proposed that
94.092563 per cent. of each investor's holding of Ordinary Shares
will be compulsorily redeemed (rounded down to the nearest whole
share).
All Ordinary Shares that are redeemed will be cancelled with
effect from the Record Date and accordingly will thereafter be
incapable of transfer by Shareholders or re-issue by the
Company.
Based on the ULVR share price as at the close of business on 16
February 2023, being the date on which the ULVR shares were
distributed from the Investment Partnership, the redemption amount
per Ordinary Share to be compulsorily redeemed by the Company
pursuant to the Share Redemption equates to 193.69 pence per
Ordinary Share (equating to an aggregate amount of GBP42,760,178.40
in respect of 22,076,289 Ordinary Shares, with the investors
receiving such amount by the Share Distribution and any cash
payment in respect of fractional entitlements to which shareholders
are entitled).
The existing Ordinary Shares will be disabled in CREST after
close of business on the Record Date and the existing ISIN number,
GG00BKQN9F08 (the "Old ISIN") will expire. The new ISIN number,
GG00BQKR7233 in respect of the remaining Ordinary Shares which have
not been compulsorily redeemed (the "New ISIN") will be enabled and
available for transfer from 8.00 a.m. on 13 March 2023. The share
price TIDM "TI1.L" will remain unchanged. CREST will automatically
transform any open transactions as at the Record Date into the New
ISIN.
ULVR dividends
Shareholders should note that, in the event they retain the ULVR
shares distributed by way of the Share Distribution, they will be
entitled (directly) to any dividends declared by ULVR with a record
date post the Record Date of 10 March 2023. For the avoidance of
doubt, the Company is entitled to the quarterly interim ULVR
dividend which was declared on 9 February 2023 and which is payable
on 21 March 2023 to ULVR shareholders on the ULVR register as of 24
February 2023.
Expected Timetable
Record date for entitlement for Share Redemption 10 March 2023
and Share Distribution
Last day of trading in TI1 ordinary Shares
under the Old ISIN
Ex date for entitlement for Share Redemption 13 March 2023
and Share Distribution
New ISIN numbers enabled
Trading in TI1 Ordinary Shares under the New
ISIN commences
ULVR shares credited to shareholders in CREST
Cash payment (via CREST) in respect of fractional By 17 March
entitlements 2023
Following the completion of the Share Distribution and Share
Redemption, the Board will commence the process to wind-up the
Company. The Board expects that the Company will publish a circular
to shareholders relating to the winding up of the Company shortly
following the completion of the Share Redemption and Share
Distribution. Further details of the liquidation will be announced
in due course.
Net Asset Value
As at the date of this announcement, the Company has 23,462,338
Ordinary Shares in issue. Subsequent to the Share Redemption as
outlined above, it is expected that the total number of Ordinary
Shares in issue will be 1,386,048, each with equal voting
rights.
As at 16 February 2023, being the date on which the ULVR shares
were distributed from the Investment Partnership, the Net Asset
Value of the Company was GBP45.44 million, or 193.69 pence per
Ordinary Share. For illustrative purposes only, the pro-forma Net
Asset Value of the Company as at 16 February 2023 reflecting the
proposed Share Distribution and Share Redemption as if they had
been effected on that same date, would have been GBP2.68 million,
or 193.69 pence per Ordinary Share.
As previously announced, the Board of the Company, in
consultation with the Company's advisors and Trian Investors
Management, LLC, have made provisions for estimated redemption and
wind-up expenses.. In addition, as a consequence of the
distribution of the ULVR shares, full provision has been made in
the Company's NAV as at 16 February 2023 for all management fees
payable to the Investment Manager up to 31 December 2023.
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
(Corporate Broker)
+44 (0)20 7260 1000
David Benda
Nathan Brown
Vicki Paine
Ocorian Administration (Guernsey) Limited
(Administrator and Company Secretary)
+44 (0)1481 742 742
Chezi Hanford
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END
UPDFLFFDVSILIIV
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March 02, 2023 02:00 ET (07:00 GMT)
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