Activists Target Nelson Peltz’s Trian Over U.K. Fund

view original post

A group of investors is agitating for change at a London-listed investment vehicle managed by shareholder activist Trian Fund Management LP, arguing that the company has deviated from its original purpose when it went public nearly four years ago. 

The group, made up of Invesco Ltd. IVZ 0.94% , Janus Henderson Investors UK Ltd., Pelham Capital Ltd. and Global Value Fund, said Monday it is calling on the company’s board to convene an extraordinary general meeting of its shareholders and swap out current directors.

The campaign is a rare instance of an activist investor playbook being aimed at one of its highest-profile practitioners. Nelson Peltz, who co-founded Trian Fund Management, often takes stakes in companies, demands board seats and agitates for strategy changes that will result in big dividends for shareholders, including his firm. In 2017, he launched a campaign against consumer-goods giant Procter & Gamble Co. that at the time was the biggest and most-expensive proxy fight in history

The investors in London-listed Trian Investors 1 Ltd. are hoping to “achieve an acceptable standard of governance and restore the trust and confidence of the independent shareholders,” they said in an announcement outlining their complaints. 

The fund has a market capitalization of about $350 million, which is below the roughly $500 million net asset value the company calculated as of May 31. The fund’s investments include shares in consumer-products company Unilever PLC, a recent target of Mr. Peltz’s firm. Unilever said it would appoint Mr. Peltz to its board last month.

SHARE YOUR THOUGHTS

What do you think of Trian’s investors agitating for change? Join the conversation below.

In a securities filing Monday, Trian Investors 1 said its board believes it acted responsibly and is reviewing investors’ request to hold a meeting and rejigger the board. The company said the board welcomes input and views from all stakeholders. A subsidiary of Trian Fund Management serves as the investment manager for the listed fund. 

Trian is getting a taste of its own medicine from Invesco and Janus Henderson, two asset-management companies in which Trian holds stakes

When Trian Investors 1 first listed in London in September 2018, its plan was to invest in one underperforming listed company, usher in changes, exit the investment and return capital to shareholders. Last year, the investment manager and the company’s board proposed changes to the investment policy. Trian would be able to own several investments at the same time; buy majority stakes; buy stakes in private companies; and revinest capital after an exit instead of distributing profits to shareholders. 

The proposals passed 52% to 48% last June. The investors say the proposals only squeaked through because funds owned by Trian, together with investment bank Jefferies Financial Group Inc. , owned nearly 29% of the company at the time and voted in favor. The investors say Jefferies had a conflict of interest owing to its relationship with Trian. 

Some investors of the Trian Investors 1 fund say Jefferies Financial Group had a conflict of interest in investment policy changes to the fund passed last year.

Photo: Jeenah Moon/Bloomberg News

A representative for Jefferies couldn’t immediately be reached for comment. 

The investors want to remove three directors on the board and nominate an independent director and a director representing the group in their place, in addition to convening an extraordinary general meeting. 

The investors claim Trian had a conflict of interest because of financial benefits that it could allegedly capture as a result of the investment policy changes. Investors say the company’s board should have considered how the policy changes would affect investors who want to exit and must now sell shares at a “significant discount” to the company’s underlying net asset value.

Aegon Asset Management UK PLC also supports the resolutions. Those seeking change represent about 44% of the fund’s voting shares.

Since its first trading day, the fund is up about 13%, though it is down more than 20% so far this year. On Monday, the shares slipped around 2%. The shares are thinly traded, and there have been long stretches this year where no shares traded hands. 

Mr. Peltz isn’t the first shareholder activist to face rumblings from his own U.K. investors. Dan Loeb’s listed London vehicle was also the subject of attacks from shareholder activists who wanted to narrow the discount at which the shares traded to their underlying net asset value. Global Value Fund also took part in that campaign. 

The fund ultimately agreed to appoint an independent director the shareholders proposed and they ended their campaign.

Write to Julie Steinberg at julie.steinberg@wsj.com

Copyright ©2022 Dow Jones & Company, Inc. All Rights Reserved. 87990cbe856818d5eddac44c7b1cdeb8