Compulsory Share Redemption by 30 June 2023

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 £420 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) 

[phone]

David Benda

Nathan Brown

Vicki Paine

Jefferies International Limited

(Joint corporate broker)

[phone]

Stuart Klein

Greenbrook

(Communications Adviser)

[phone]

Andrew Honnor

Rob White

Bree Taylor

Ocorian Administration (Guernsey) Limited
(Administrator and Company Secretary)
[phone]
Chezi Hanford

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^[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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