In-specie Distribution & Complusory Redemption

RNS Number : 1922N

Trian Investors 1 Limited

19 January 2023

 

TRIAN INVESTORS 1 LIMITED
(the "Company")

In-specie Share Distribution and associated Compulsory Share Redemption

19 January 2023

Further to the announcement on 9 January 2023, the Board is pleased to announce the details of an in-specie distribution of the Ferguson plc ("FERG") shares which were distributed from Trian Investors 1, L.P. (the "Investment Partnership") to the Company on 6 January 2023 (the "Share Distribution") 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 27 January 2023 and will be effected through the Share Redemption, as described below. The Share Distribution will be undertaken at a ratio of 0.0151215566 FERG ordinary shares for each Ordinary Share (the "Distribution Ratio") in issue as at the Record Date.

Fractional entitlements to FERG shares pursuant to the Share Distribution will not be distributed to shareholders. Entitlements to FERG 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 FERG shares have been distributed to shareholders in consideration for the Share Redemption.

FERG is listed on both the London Stock Exchange and the New York Stock Exchange. As part of the Share Distribution holders of Ordinary Shares will receive FERG shares that may be traded on the London Stock Exchange. Subsequent to the Share Distribution, those holders of Ordinary Shares wishing to hold FERG shares eligible for trading on the New York Stock Exchange are advised to contact their custodian, or such party through whom their FERG shares are held, to arrange for the necessary transfer.

Share Redemption

The Share Distribution will be effected through, and as consideration for, the Share Redemption. As at 6 January 2023 the FERG shares being distributed represented approximately 90.653174 per cent. of the Company's net asset value and therefore it is proposed that 90.653174 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 FERG share price as at the close of business on 6 January 2023, being the date on which the FERG shares were distributed from the Investment Partnership, the redemption price per Ordinary Share to be compulsorily redeemed by the Company pursuant to the Share Redemption equates to 194.33 pence per Ordinary Share (equating to an aggregate amount of £442,205,144.40 in respect of 227,556,726 Ordinary Shares, such price to be satisfied 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, GG00BF52MW15 (the "Old ISIN") will expire. The new ISIN number, GG00BKQN9F08 in respect of the remaining Ordinary Shares which have not been redeemed (the "New ISIN") will be enabled and available for transfer from 8.00 a.m. on Monday, 30 January 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.

FERG dividends

Shareholders should note that, in the event they retain the FERG shares distributed by way of the Share Distribution, they will be entitled (directly) to any dividends declared by FERG with a record date post the Record Date of 27 January 2023. For the avoidance of doubt, the Investment Partnership is entitled to the FERG quarterly dividend which was declared on 6 December 2022 and which is payable on 3 February 2023 to FERG shareholders on the FERG register as of 16 December 2022. This dividend was included in the 31 December 2022 Net Asset Value of the Investment Partnership.

Expected Timetable

Record date for entitlement for Share Redemption and Share Distribution Last day of trading in TI1 ordinary Shares under the Old ISIN	27 January 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 FERG shares credited to shareholders in CREST	30 January 2023
Cash payment (via CREST) in respect of fractional entitlements	By 3 February 2023

The Board remains, subject to compliance with any restrictions on dealings in Unilever shares under any applicable laws and regulations, on track to announce an in-specie distribution of the Unilever plc shares currently held by the Investment Partnership and a further compulsory share redemption by the Company to effect such in-specie distribution by no later than 30 June 2023. The in-specie distributions of the FERG shares and the Unilever shares, together with the related share redemptions, form part of the planned process to wind-up the Company and return all residual value to Shareholders as announced by the Company on 2 September 2022.   The Board will commence the process to wind-up the Company once the redemptions have been completed.

Net Asset Value

As at 31 December 2022 the Company had 251,019,064 Ordinary Shares in issue, each with equal voting rights, and a further 19,566,913 Ordinary Shares held in treasury. On 18 January 2023 the Ordinary Shares held in treasury were cancelled and accordingly, as at the date of this announcement, the Company has 251,019,064 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 23,462,338, each with equal voting rights.

As at 6 January 2023, being the date on which the FERG shares were distributed from the Investment Partnership, the Net Asset Value of the Company was £487.80 million, or 194.33 pence per Ordinary Share. For illustrative purposes only, the pro-forma Net Asset Value of the Company as at 6 January 2023 reflecting the proposed Share Distribution and Share Redemption as if they had been effected on that same date, would have been £45.59 million, or 194.33 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. The Company has provided for an aggregate of approximately £695,000 of redemption and wind-up expenses. In addition, as a consequence of the distribution of the FERG shares, full provision has been made in the Company's NAV as at 6 January 2023 for the management fee payable in respect of the FERG investment up to 31 December 2023. The management fee in respect of the balance of the net assets of the Investment Partnership continues to be accrued as before, namely the monthly fee up to 30 June 2023 is expensed each month and the remaining six month's fee to 31 December 2023 is being accrued over the ten-month period ending 30 June 2023. This treatment will be reviewed again when the timing of the next redemption is known. 

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

Greenbrook

(Communications Adviser)

[phone]

Andrew Honnor

Rob White

Bree Taylor

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

 

END

 

 

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