Trian Investors 1 is preparing to make an in-specie distribution of the Ferguson plc shares which were distributed from Trian Investors 1, L.P. to the Company on 6 January 2023. In exchange, there will be a compulsory partial redemption of Trian Investors 1 ordinary shares.
The share distribution will be based on investors’ holdings of Trian Investors 1 ordinary shares on the register at the close of business on 27 January 2023. A holder of one Trian Investors 1 share will get 0.0151215566 ordinary shares in Ferguson. However, shareholders will only get whole shares in Ferguson, entitlements will be rounded down to the nearest whole number. The rest will be sold in the market- and the cash proceeds are expected to be distributed to relevant shareholders shortly after entitlements to Ferguson shares have been distributed.
Ferguson is listed on both the London Stock Exchange and the New York Stock Exchange but the distribution will be of shares listed on the London Stock Exchange. Afterwards, anyone who would rather hold the New York line can contact their custodian to arrange this.
90.653174% of NAV/90.653174% of each investor’s holding will be compulsorily redeemed (rounded down to the nearest whole share).
Shareholders should note that, in the event they retain the Ferguson shares, they will only be entitled (directly) to any dividends declared by Ferguson with a record date after 27 January 2023. For the avoidance of doubt, the investment partnership is entitled to the Ferguson quarterly dividend which was declared on 6 December 2022 and which is payable on 3 February 2023. This dividend was included in the 31 December 2022 NAV of the investment partnership.
Record date – 27 January 2023
Trading in the rump TI1 ordinary shares under a new ISIN commences/Ferguson shares credited to shareholders in CREST – 30 January 2023
Cash payment (via CREST) in respect of fractional entitlements – by 3 February 2023
Trian Investors 1 also holds shares in Unilever. The board says that, subject to compliance with any restrictions on dealings in Unilever shares under any applicable laws and regulations, it remains 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 no later than 30 June 2023. The board will commence the process to wind-up the company once the redemptions have been completed.
The company has already provided for about £695,000 of redemption and wind-up expenses. In addition, full provision has been made for the management fee payable in respect of the Ferguson 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.
TI1 : Trian Investors distributing cash and Ferguson shares to investors