The London-based trading fund, which is run by Nelson Peltz’s Trian Fund, has come under pressure from a group of rebellious investors seeking to shake up its board “to improve governance and restore confidence”.
Peltz, known for running campaigns against corporate governance including the Unilever consumer goods group and asset manager Janus Henderson, has found himself a target for investors demanding changes in his Trian Investors 1 fund.
The Investors Committee – consisting of the asset managers Global Value Fund, Invesco, Janus Henderson Investors UK Limited and the hedge fund Pelham Capital – has announced the convening of an extraordinary general meeting of its shareholders.
It seeks the removal of board members Chris Sleeve, Simon Holden and Anita Ribel, and the appointment of two new directors: Robert Leget, who will be self-employed, and Miles Staud, portfolio manager of the Global Value Fund and committee representative. .
The committee, along with Aegon Asset Management which announced it would support the proposals, controls 43.6% of the fund’s voting capital.
The Janus Henderson Foundation’s participation in the activist group has put the U.S. asset manager in a delicate position since Peltz pushes for sweeping changes in the company and in February Won a seat on its board of directors.
Investors’ criticism focuses on changes made to the company’s investment management arrangement with Trian at its last June meeting.
When Trian Investors 1 was traded in September 2018, it intended to invest in a single target on a public list, work to improve the business and then exit the investment and return capital to shareholders. This model is similar to the one that employs the activist vehicle of Edward Bramson, which Churn investors.
However, last year, ahead of the general meeting, the Trian Fund 1 board proposed a series of changes to the investment policy that the committee believes will be financially beneficial to the director. Crucially, these changes will allow it to hold multiple investments at once, and instead of returning all the capital and profits to shareholders after leaving the investment, the manager will be able to reinvest them.
The committee believes the board should have examined the independent shareholders to see if the changes in investment policy were supported. The change in investment policy was accepted by a vote of 52% against 48% last June. Trian and the company’s financial advisor Jeffries among them held 28.6% of the company at the time of the general meeting, and they voted in favor of the changes.
The Investors Committee has also raised concerns about the structure of its commissions. Since the IPO, she reckons, the combined returns to shareholders have been £ 57.6 million, and the manager has received £ 56.8 million in performance and management fees. But a person close to the company said that since the IPO it has received £ 12 million in total commissions, mainly management fees. He will not receive execution commissions until the investments are realized at a profit, the person added.
The committee also believes that Jeffries may have had a conflict of interest at the time of the vote. It was a 13.5 percent shareholder in the company at the time of the meeting and the committee believes it has consulting relationships with Trian and the company.
Trian Investors 1 said it was “examining the content and legality” of the general meeting request. The company’s board of directors said that “it has consistently acted responsibly… And has in fact fulfilled its fiduciary duties.” Jeffries declined to comment.
The move in Trian’s registered vehicles follows a 10-month public battle between a group of British shareholders and the New York billionaire active in New York, over a policy of controlling a discount on the London-listed investment fund, which serves as a hedge fund for Loeb’s. The main hedge fund of a third point.
Rebellious investors, led by UK fund manager Asset Value Investors, came to a halt in February when Third Point agreed to appoint an independent director nominated by resentful shareholders. Global Value Fund Staude was also part of a group of activists facing Loeb.
Activist shareholder Nelson Peltz in tussle with insurgent investors Source link Activist shareholder Nelson Peltz in tussle with insurgent investors