TIDMTI1
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
GBP442,205,144.40 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 GBP42,760,178.40 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 GBP485 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 GBP600,000,
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 GBP100,000 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 GBP10.00 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
GBP10.00 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 2.10 p.m. on 24 April
of Forms of Proxy or transmission
of CREST Proxy Instructions
for the EGM
Last time and date from which close of business on 24 April
it is advised that dealings
in the Shares should only
be for cash settlement and
immediate delivery of documents
of title
Register closes and Record close of business on 25 April
Date for Shareholder entitlements
in respect of the Voluntary
Liquidation
Suspension of Shares from 7.30 a.m. on 26 April
trading on the London Stock
Exchange and suspension of
the listing of the Shares
on the Specialist Fund Segment
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 26 April
of the EGM
Payment of Initial Distribution* as soon as practicable after 26
April
Cancellation of listing of 8.00 a.m. on 27 April
the Shares on the Specialist
Fund Segment
Voluntary Liquidation of the by end of December 2023
Company expected to be completed
* 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)
+44 (0)1481 742 742
Chezi Hanford
Numis Securities Limited
(Joint Broker)
+44 (0)20 7260 1000
David Benda/Vicki Paine
, the news service of the London Stock Exchange. RNS is approved by
the Financial Conduct Authority to act as a Primary Information
Provider in the United Kingdom. Terms and conditions relating to
the use and distribution of this information may apply. For further
information, please contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
NOGSEDFWDEDSEDD
(END) Dow Jones Newswires
March 24, 2023 03:01 ET (07:01 GMT)
Trian Investors 1 (LSE:TI1)
Historical Stock Chart
From Oct 2024 to Nov 2024
Trian Investors 1 (LSE:TI1)
Historical Stock Chart
From Nov 2023 to Nov 2024
