15 Jun 2021 09:32
15 June 2021
The following amendment has been made to the Results of AGM announcement released on 14 June 2021 at 15:21 under RNS No 8428B.
The number of for votes in respect of resolution 5 was 220,225,935. All other details remain unchanged.
TRIAN INVESTORS 1 LIMITED
RESULTS OF ANNUAL GENERAL MEETING
Trian Investors 1 Limited (the "Company") announces voting results from its annual general meeting ("AGM") held earlier today. Shareholders representing 98.2% of the Company's shares in issue (excluding shares held in treasury) voted on the resolutions. The Company's shareholders have approved all resolutions proposed at the AGM, as detailed in the Company's Circular posted on 17 May 2021, including the proposed amendments to the Company's investment policy. The Board and the Company's investment manager believe the revised investment policy will help position the Company to capitalise on a broader range of potential investment opportunities and to compound shareholders' capital over time by reinvesting investment profits.
Chris Sherwell, Chairman of the Company, said:
"My fellow directors, Mark Thompson and Simon Holden, and I greatly appreciate our recent discussions with shareholders. We believe that Trian Investors 1's revised investment policy should generate long-term shareholder value and make Trian Investors 1 a larger, more widely followed public company. At the same time, we acknowledge the feedback received from the Company's shareholders who voted against the revisions to the investment policy and we intend to engage promptly with them. We remain highly committed both to monitoring the Company's trading activity and to seeking to improve the liquidity and the gap between the trading price and net asset value (NAV) of the Company's shares. In addition, we believe the Company will have the capacity to complete additional share repurchases opportunistically, if warranted."
Nelson Peltz, Ed Garden and Peter W. May, the Founding Partners of Trian Fund Management, L.P., the parent of the Company's investment manager, Trian Investors Management, LLC (collectively, "Trian"), said:
"We have a high degree of conviction in Trian Investors 1's trajectory, especially in light of the revised Company policies and guidelines, which we believe will further its ability to compound profits for the benefit of shareholders. For these reasons, as we have previously said, we are planning to invest more of our own capital in the Company through the purchase of additional shares in the open market, subject to market conditions. In addition, in order to further align our interests with shareholders, we will receive future incentive allocations, net of certain tax liability amounts, in the form of shares, to be valued at NAV. We also were pleased to have the opportunity to speak to many of the Company's shareholders over the last few weeks and receive their feedback and we look forward to continuing that dialogue. We are excited to continue to work with the Board as we seek opportunities to create further value for the Company's shareholders."
Further Information
The voting breakdown of each of the resolutions is set forth on Annex A to this Announcement. Further information on the resolutions presented at the AGM are described in further detail in the Circular, which is available on the Company's website at https://www.trianinvestors1.com and also available on the national storage mechanism at https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism. The Circular sets out important information regarding the resolutions, and shareholders are strongly encouraged to read it in its entirety.
ANNEX A
Ordinary Resolutions | For | Against | Withheld* |
1. To receive the Annual Report and Audited Financial Statementsof the Company for the year ended 31 December 2020 (the "Annual Report"). |
248,803,202
(100%)
|
0
(0%) |
0 |
2. That the Directors' remuneration for the period ended December 2020 as provided in the Director's report contained in the Annual Report be approved. |
248,803,202
(100%) |
0
(0%) |
0 |
3. To re-appoint Deloitte LLP as Auditor of the Company. |
245,522,903
(98.70%) |
3,280,299
(1.30%) |
0 |
4. To authorise the Directors to determine the remuneration ofDeloitte LLP.
|
245,522,903
(98.70%) |
3,280,299
(1.30%) |
0 |
5. To re-appoint Chris Sherwell as a Director of the Company. |
220,225,935
(90.23%) |
23,900,968
(9.77%) |
4,676,299 |
6. To re-appoint Mark Thompson as a Director of the Company. |
224,902,234
(90.41%) |
23,900,968
(9.59%) |
0 |
7. To re-appoint Simon Holden as a Director of the Company. |
224,902,234
(90.41%) |
23,900,968
(9.59%) |
0 |
8. To authorise the Company to make market acquisitions of its ordinary shares, or any different classes of shares, either for retention as treasury shares or cancellation. |
248,803,202
(100%) |
0
0% |
0 |
9. To adopt the proposed changes to the investment policy of the Company. |
119,769,130
(52.25%) |
109,497,360
(47.75%) |
19,536,712 |
*A vote withheld is not a vote in law and is therefore not counted in the calculation of the proportion of votes "For" or "Against" any resolution.
For enquiries, please contact:
Ocorian Administration (Guernsey) Limited (Administrator and Company Secretary) Ian Smith
| +44 (0)1481 742 742 |
Greenbrook Communications Limited (Communications Adviser) Andrew Honnor / Rob White
| +44 (0)20 7952 2000 trian@greenbrookpr.com |
About the Company:
The Company is a Guernsey domiciled limited company, which was admitted to trading on the Specialist Fund Segment of the London Stock Exchange on 27 September 2018. Its investment objective is to generate significant capital appreciation through Trian's activity as a highly engaged shareowner. In accordance with its investment policy, the Company has made a substantial minority investment through its investment in Trian Investors 1, L.P., in the amount of approximately £250 million, in Ferguson plc.
Founded by Nelson Peltz, Ed Garden and Peter May, Trian seeks to invest in high quality but undervalued and underperforming public companies and to work collaboratively with management teams and boards of those companies to execute operational, strategic and environmental, social and governance (ESG) initiatives designed to drive long-term sustainable earnings growth for the benefit of all stakeholders. This investment strategy has been deployed by Trian's founders over a variety of market cycles for nearly five decades.
LEI number: 213800UQPHIQI5SPNG39