Notice of EGM

RNS Number : 0754U

Trian Investors 1 Limited

24 March 2023

 

TRIAN INVESTORS 1 LIMITED
(the "Company")

Notice of Extraordinary General Meeting

24 March 2023

Trian Investors 1 Limited (the Company) will today post a circular convening an extraordinary general meeting (the EGM) to be held at 2:10 p.m. on Wednesday, 26 April 2023 (the Circular).

1.  Introduction

Further to the announcement made on 2 March 2023, the Board is putting forward proposals for the voluntary winding-up of the Company. A circular has today been posted to Shareholders (the Circular) which provides details of the Proposals, which are subject to Shareholder approval, and explains why the  Board is recommending that Shareholders vote in favour of the Resolution to be proposed at the Extraordinary General Meeting of the Company to be held at 2.10 p.m. on Wednesday, 26 April  2023, or, if later, as soon as reasonably practicable following the conclusion or adjournment of the Annual General Meeting of the Company convened for the same day. Notice of the Extraordinary General Meeting is set out at the end of the Circular.

2.  Background to the Proposals

On 2 September 2022 the Company announced that it would, by no later than 30 June 2023, compulsorily redeem no less than 95 per cent. of each Shareholder's 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 the shares held by the Investment Partnership in Ferguson plc (the FERG Shares) and in Unilever plc (the ULVR Shares)) at a value equivalent to the prevailing Net Asset Value at the relevant time.

Further to the announcement made by the Company on 19 January 2023, the in specie distribution of the FERG Shares to Shareholders was completed on 30 January 2023 by way of a compulsory redemption of 227,556,726 Shares with the redemption amount equating to 194.33 pence per Share based on the closing trading price of the FERG Shares on 6 January 2023 (equating to an aggregate amount of £442,205,144.40 and representing 90.65 per cent. of each Shareholder's holding of Shares as at 6 January 2023) (the FERG Share Distribution and Redemption).

Subsequent to this and further to the announcement made by the Company on 2 March 2023, the in specie distribution of the ULVR Shares to Shareholders was completed on 13 March 2023 by way of a compulsory redemption of 22,076,289 Shares with the redemption amount equating to 193.69 pence per Share based on the closing trading price of the ULVR Shares on 16 February 2023 (equating to an aggregate amount of £42,760,178.40 and representing 94.09 per cent. of each Shareholder's holding of Shares as at 16 February 2023) (the ULVR Share Distribution and Redemption).

Together through the FERG Share Distribution and Redemption and the ULVR Share Distribution and Redemption, the Company has compulsorily redeemed 249,633,016 Shares in aggregate, representing 99.45 per cent. of the Shares in issue as at 2 September 2022 in accordance with the announcement made on that date and has returned an aggregate of approximately £485 million to Shareholders based on the closing trading prices of the FERG Shares and the ULVR Shares respectively on 6 January 2023 and 16 February 2023.

Following the compulsory redemptions referred to above, 1,386,048 Shares remain in issue and the net asset value per Share as at 13 March 2023 was 215.65 pence.

In accordance with the Company's previous announcements, having now completed the FERG Share Distribution and Redemption and the ULVR Share Distribution and Redemption, the Board has resolved to commence the process for the voluntary winding-up the Company, with any residual assets (comprising cash and near cash assets) (the Residual Assets) to be returned to Shareholders in cash through that process.

3.  The Proposals

Distribution to Shareholders

The Proposals involve the Company being placed into members' voluntary winding up. The Resolution will be proposed at the Extraordinary General Meeting to be held on 26 April 2023 and, if approved and the Joint Liquidators are appointed, the Joint Liquidators will wind up the Company in accordance with the Companies Law.  In conjunction with the Proposals it is also intended that Midco will also be placed into members' voluntary liquidation and the Investment Partnership will be dissolved.

The Joint Liquidators would expect to make an initial distribution of the cash proceeds from the Residual Assets, less the costs of the Proposals and the amount attributable to the Liquidation Fund, described below, as soon as practicable after 26 April 2023 to those Shareholders appearing on the Register as at the Record Date (the Initial Distribution).

The Board estimates that the costs and expenses of the Proposals and of the winding up of Midco and the dissolution of the Investment Partnership will amount to approximately £600,000, which include the fees of the Joint Liquidators and those of the Company's advisers in connection with the winding up of the Company. As previously announced, these costs and expenses have been fully provided for. The Joint Liquidators will establish the Liquidation Fund in cash to pay the Company's known and contingent liabilities, including any VAT and/or stamp duty reserve tax in connection with the in specie distribution of the ULVR Shares (if applicable), the costs of liquidation not already paid at the point of liquidation, and an additional retention of £100,000 for unknown contingencies (the Retention). 

As at 13 March 2023, the Company's published net asset value per Share was 215.65 pence. Shareholders' entitlements under the Proposals will depend on the value of the Residual Assets, the costs of the Proposals and the winding up of the Company not already provided for and the extent to which the Retention is used by the Joint Liquidators to satisfy any unknown liabilities of the Company.

Once the Joint Liquidators have made the Initial Distribution, satisfied creditors' claims and paid the costs and expenses of the Proposals, it is expected that the Joint Liquidators would make a final distribution to Shareholders according to their respective rights and interests in the Company. This final distribution, if any, will not be made until the Joint Liquidators have completed their statutory duties to seek out, adjudicate and pay creditors' claims. The precise timing of this final distribution (if any) is uncertain, but it is expected to be paid before 31 December 2023.

All distributions, including the Initial Distribution, will be made in pounds Sterling.

The Board has considered the fact that distributions of any amount of less than £10.00 per Shareholder would be likely to be nullified by the administrative costs of making such distribution. Accordingly, the Board has resolved that any amount of less than £10.00 per Shareholder that would otherwise be paid to a Shareholder pursuant to the Initial Distribution or any final distribution will be donated to The Royal National Lifeboat Institution.

Shareholders who hold their Shares in CREST will receive the Initial Distribution through the CREST system and any further distribution (if any) will be paid by way of cheques drawn upon a UK clearing bank posted to the registered addresses of such Shareholders as at the Record Date. Shareholders who hold their Shares in certificated form will be paid by way of cheques drawn upon a UK clearing bank posted to the registered addresses of such Shareholders as at the Record Date. Such payments will be made at the sole risk of the Shareholder concerned.

The Board

If the Resolution is passed Linda Johnson and Leonard Gerber of KPMG Advisory Limited, Glategny Court, Glategny Esplanade, St Peter Port, Guernsey GY1 1WR will be appointed as Joint Liquidators of the Company. Upon such appointment, all powers of the Board will cease and the Joint Liquidators will be responsible for the affairs of the Company until it is wound-up. It is intended that Simon Holden, Robert Legget and Anita Rival will resign upon the appointment of the Joint Liquidators.

Service Providers

Other than the appointment of the Registrar which will continue during the liquidation period and for a further six month period following the final distribution has been paid, the arrangements with the Company's other service providers will be terminated upon the Company being placed into Voluntary Liquidation. 

In accordance with the Company's announcement on 2 September 2022, the Investment Manager has been paid a management fee by the Investment Partnership for the period through to 31 December 2023 in respect of the Investment Partnership's assets (including for these purposes the investments made by the Investment Partnership in Ferguson plc and Unilever plc prior to the in specie distribution of the FERG Shares and the ULVR Shares to the Company).

No compensation is otherwise payable in connection with the termination of the existing arrangements with any service providers.

4.  Dealings, settlement and cancellation of listing

The Register will be closed at the close of business on 25 April 2023, and to be valid, all transfers must be lodged before that time. The last day of trading in the Shares on the Specialist Fund Segment for normal delivery (in order to enable settlement prior to the Record Date) will be 21 April 2023.  As from 21 April 2023, dealings will be for cash settlement only and registered in the normal way if the transfer, accompanied by documents of title, is received by the Registrar by 5.00 p.m. on 24 April 2023. The Record Date, being the date for determining which Shareholders have entitlements under the Proposals, is the close of business on 25 April 2023.  Transfers received by the Registrar after 5.00 p.m. on 25 April 2023 will be returned to the person lodging them.

Dealings in the Shares on the London Stock Exchange will be suspended at 7.30 a.m. on 26 April 2023 and the listing on the Specialist Fund Segment will also be suspended. Subject to the Resolution being passed, the listing of the Shares on the Specialist Fund Segment will be cancelled at 8.00 a.m. on 27 April 2023.

After the Voluntary Liquidation and the making of the final distribution to Shareholders (if any), any existing credit of the Shares in any stock account in CREST will be redundant.

Shareholders should be aware that, if the Resolution is approved, the Company will be placed into Voluntary Liquidation and the listing of the Shares on the Specialist Fund Segment will be cancelled. Accordingly, the Shares will cease to be tradeable and their only value will be the Shareholders' entitlement to receive any liquidation distributions described above.

5.  Risks associated with the Proposals

Shareholders should note the following:

· the timings of distributions to Shareholders referred to in the Circular are indicative only, and distributions will be made solely at the discretion of the Joint Liquidators and subject to the prior satisfaction of any creditors' claims;

· the amounts which may be owing to creditors, or which the Joint Liquidators may choose to retain in respect of current and future, actual and contingent liabilities of the Company, and any unascertained liabilities, and the costs and expenses of the Voluntary Liquidation are uncertain and may affect the amount and timing of distributions to Shareholders;

· implementation of the Proposals is conditional upon the Resolution being passed at the Extraordinary General Meeting. If the Resolution is not passed the Company will continue in its current form until other proposals can be put forward and the Company will have to bear the abortive costs of having proposed the Voluntary Liquidation and will result in the Company incurring additional costs, including Directors' fees and the costs of its administrator and the Registrar; and

· the information in the Circular is based on existing legislation, including taxation legislation. The existing levels and bases of, and reliefs from, taxation may change. Any change in the Company's tax status or in taxation legislation could alter the post-tax returns to Shareholders.

6.  The Extraordinary General Meeting

The implementation of the Proposals requires Shareholders to vote in favour of the Resolution, which will be proposed as a special resolution, at the Extraordinary General Meeting.

Notice convening the Extraordinary General Meeting to be held at 2.10 p.m. on 26 April 2023 at Floor 2, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 4LY, or, if later, as soon as reasonably practicable following the conclusion or adjournment of the Annual General Meeting of the Company convened for the same day, is set out at the end of the Circular. The Notice of EGM includes the full text of the Resolution.

If the Resolution is approved, the Company will be placed into voluntary liquidation and Linda Johnson and Leonard Gerber of KPMG Advisory Limited will be appointed as Joint Liquidators of the Company. If passed, the Resolution will also approve the terms of engagement of the Joint Liquidators.

The quorum for the Extraordinary General Meeting will be two Shareholders present in person, by proxy or by corporate representative.

As a special resolution, approval of the Resolution will require a majority of not less than 75 per cent. of the votes cast at the EGM, whether in person or by proxy.

7.  Taxation

The attention of Shareholders is drawn to the summaries of UK and US tax matters set out in Part 2 of the Circular.

If you are in any doubt as to your tax position, or if you may be subject to taxation in a jurisdiction other than the United Kingdom or the US, you are advised to seek immediately your own personal tax advice from an independent professional adviser.

8.  Action to be taken

Shareholders will find enclosed with the Circular a Form of Proxy for use in relation to the Extraordinary General Meeting. The Form of Proxy should be completed and returned to the Company's UK Transfer Agent, FREEPOST PXS 1, Link Group, Central Square, 29 Wellington Street, Leeds LS1 4DL so as to be received by no later than 2.10 p.m. on Monday, 24 April 2023 or, in the event of an adjournment of the Extraordinary General Meeting, not later than 48 hours (excluding days which are not business days) before the time appointed for the adjourned meeting.

Shareholders may appoint more than one proxy provided that each proxy is appointed to exercise rights attaching to different Shares.  Completing and returning the Form of Proxy will not prevent a Shareholder from attending the Extraordinary General Meeting and voting in person, should they wish to do so.

A proxy need not be a member of the Company. A Shareholder may also submit their proxy electronically using the share portal service at www.signalshares.com .

Shareholders who hold their Shares through CREST and who wish to appoint a proxy for the Extraordinary General Meeting or any adjournment thereof may do so using the CREST proxy voting service in accordance with the procedures set out in the CREST Manual.  CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to that CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. Proxies for the Extraordinary General Meeting submitted via CREST must be received by the Registrar by no later than 2.10 p.m. on 24 April 2023.

9.  Recommendation

The Board considers the Proposals to be in the best interests of the Company and Shareholders as a whole. Accordingly, the Board recommends that Shareholders vote in favour of the Resolution to be proposed at the Extraordinary General Meeting, as the Directors intend to do so in respect of their own beneficial holdings amounting to 845 Shares in aggregate, representing approximately 0.06 per cent of the current voting share capital of the Company.

10. Expected Timetable

	2023
Date of the Circular	24 March
Latest time and date for receipt of Forms of Proxy or transmission of CREST Proxy Instructions for the EGM	2.10 p.m. on 24 April
Last time and date from which it is advised that dealings in the Shares should only be for cash settlement and immediate delivery of documents of title	close of business on 24 April
Register closes and Record Date for Shareholder entitlements in respect of the Voluntary Liquidation	close of business on 25 April
Suspension of Shares from trading on the London Stock Exchange and suspension of the listing of the Shares on the Specialist Fund Segment	7.30 a.m. on 26 April
Annual General Meeting	2.00 p.m. on 26 April 2023
Extraordinary General Meeting	2.10 p.m. on 26 April 2023 (or, if later, as soon as reasonably practicable following the conclusion or adjournment of the Annual General Meeting)
Announcement of the result of the EGM	26 April
Payment of Initial Distribution*	as soon as practicable after 26 April
Cancellation of listing of the Shares on the Specialist Fund Segment	8.00 a.m. on 27 April
Voluntary Liquidation of the Company expected to be completed	by end of December 2023

* Actual date to be determined by the Joint Liquidators

The times and dates in the expected timetable may (where permitted by law) be extended or brought forward without further notice and in particular the dates relating to the Proposals (other than those relating to the Extraordinary General Meeting) are provisional only. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by an announcement through a Regulatory Information Service.  All references to times in the Circular are to London time.

Unless otherwise defined, capitalised words and phrases in this announcement shall have the meaning given to them in the Circular dated 24 March 2023.

The Circular, together with the Form of Proxy, have been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism  and will also shortly be available to download from the Company's website at www.trianinvestors1.com. 

LEI number: 213800UQPHIQI5SPNG39

For further information, please contact:

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

Numis Securities Limited

(Joint Broker)

[phone]

David Benda/Vicki Paine

 

END

 

 

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