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Morning briefing: Edinburgh Worldwide publishes circular in fight against Saba; Trian buys Janus Henderson; plus DGI9, GPM, SEED

ai generated image of a knight in armour fighting a dragon

Edinburgh Worldwide (EWI) has published the circular ahead of the meeting that was requisitioned by Saba. The board’s arguments against Saba’s proposals have already been published – we covered them here – but the main message is don’t hand over control to Saba’s nominees (especially since they have refused to articulate what will happen to the company afterwards – we strongly suspect you’ll be trapped in a company managed by Saba with a very different investment policy). Every vote will count as Saba has a larger stake than last time.

Janus Henderson, manager of many of the UK’s best-known investment trusts including City of London (CTY) and Law Debenture (LWDB), has been bought by Trian Fund Management and a consortium of investors led by General Catalyst. The $49 per share deal values Janus Henderson at $7.4bn. Trian is controlled by activist investor Nelson Peltz. Readers may remember that it ran its own investment trust, Trian Investors 1 (TI1), which was used as a vehicle to buy shares in Ferguson and encouraged that company to redomicile in the US. There was a big fight with shareholders when Trian Investors 1 said it would buy another company rather than returning cash from the successful Ferguson investment. Funds managed by Janus Henderson were among those opposing Trian’s plans and which succeeded in securing the liquidation of that vehicle. Peltz says he wants to “accelerate investment in people, technology and clients” at Janus Henderson, hopefully there is no score to settle.

Digital9 Infrastructure (DGI9), which is in managed wind down and is not supposed to be making any investments unless they are required to protect or enhance value or support an orderly disposal of existing portfolio assets, has a pre-emption right over a 26.5% stake in Arqiva. This is the company that Digital9 recently wrote down in value. It has confirmed that it will not exercise this right before it expires. Could you imagine the uproar if it did?

Golden Prospect Precious Metals (GPM) has paid out the proceeds of the sale of the subscription rights that were not taken up by shareholders but were instead exercised by a trustee and the new shares sold in the market. Holders of 3,718,555 subscription rights will get an average of 34.7040361p for each right. The gold price has been hitting new highs again and this has pushed GPM’s NAV to new highs too, but the discount has been widening and last night hit 22%. This could be down to indigestion around this share issue. Nevertheless, if you had taken up the rights yourself they would now be worth 45p per share more than you paid, almost 30% more than if you sat back and let the trustee exercise shares on your behalf.

Seed Innovations (SEED) will make Hoid.ai a consultant to support its updated investing strategy focused on high-growth robotics and artificial intelligence ventures. Hoid.ai is a business that was established by Seed’s new chairman Jim Mellon. The company will not be able to fire Hoid.ai before 31 March 2031 (after that it would need to give 12 months’ notice). The agreement may be terminated immediately if Jim Mellon ceases to be a director or his interest falls below 10%. It gets “reasonable expenses” – capped at £20,000 per month in the first year – plus a performance fee of 15% of NAV gains above a 4% per annum hurdle rate (half in cash and half in SEED shares that are locked up for three years). Jim Mellon owns 22.2% of SEED, which makes this a related party transaction. However, the independent directors have agreed to the deal and it will not be put to a vote of SEED shareholders.

James Carthew
Written By James Carthew

Head of Investment Company Research

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