Compulsory Share Redemption Update

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 42,760,178.40 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 and Share Distribution Last day of trading in TI1 ordinary Shares under the Old ISIN	10 March 2023
Ex date for entitlement for Share Redemption and Share Distribution New ISIN numbers enabled Trading in TI1 Ordinary Shares under the New ISIN commences ULVR shares credited to shareholders in CREST	13 March 2023
Cash payment (via CREST) in respect of fractional entitlements	By 17 March 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 45.44 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 2.68 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) 

[phone]

David Benda

Nathan Brown

Vicki Paine

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

 

END

 

 

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