Investors take up positions as Elliott Advisors hits back at ‘out of touch’ Alliance Trust
Elliott Advisors, the US hedge fund group agitating for board changes at Alliance Trust has rebutted claims from the Dundee-based firm that its intentions are a threat to the company’s very existence.
That claim was made on Friday by the 127 year-old Trust in a statement issued in response to Elliott’s moves to appoint three independent non-executive directors to the board
The trio put forward are Anthony Brooke, a former executive of SG Warburg, Peter Chambers, former chief executive of Legal & General and Rory Macnamara, a former corporate financier at Morgan Grenfell.
The £3.6bn investment trust’s stock exchange announcement urged shareholders to vote against the move as it argued that Elliott, which is the Trust’s its biggest investor, “would pursue a short-term agenda aimed at facilitating an exit from its shareholding in the company”.
In response to that statement, Elliott said it is both “surprised and disappointed” that the company does not think it would benefit from the experience of Brooke, Chambers and Macnamara and is puzzled as to how the board could have reached their conclusion without meeting or speaking with the candidates.
“We believe that this decision is indicative of a board that is out of touch with the concerns of its shareholders, and which needs fresh perspectives,” it says.
Elliot adds that the latest move from Alliance follows “a pattern of non-engagement”.
“We note that of the six independent non-executive directors appointed by the company since we became shareholders, three have resigned from the company ahead of serving a full three-year term, which makes us question the effectiveness of the board’s own nomination process.”
Elliott also accuses Alliance Trust’s statement of including factually incorrect assertions about proposals which it claims it had made, including mechanisms to reduce Alliance Trust’s persistent discount - currently at 9.1 per cent - and speculative assertions as to the hedge fund’s intentions.
It says: “We urge all shareholders who agree with Elliott’s view that Alliance Trust requires fresh impetus at the board level to make their views known to the company.The proposed directors will, if elected, form their own view as to what is in the best interests of shareholders in a manner wholly independent of Elliott.”
Meanwhile, backing for the current regime’s position has emerged from long-standing investor and other City of Discovery institution, DC Thomson.
The publisher of The Sunday Post and the Beano, which holds a six per cent stake, shares a long-standing relationship with the Trust and a shared business philosophy, which is understood to be at odds with the tactics being used by Elliot.
However, investor Brewin Dolphin, which holds of a 4.4 per cent stake, making it the third-largest investor, has criticised the Trust for embarking on a “cynical campaign” to denigrate the directors Elliot is proposing to install.
In a continuing war of words, Alliance Trust chief executive Katherine Garrett-Cox (pictured) said: “We don’t believe any of the proposed directors are independent and we pride ourselves on our robust and open process for selecting new non-executives for our board – but this process has simply not been followed.”
Brewin’s head of investment John Newlands, who earlier in the week had been quietly supporting Alliance Trust while pointing to a number of ways in which its financial management could possibly be improved, is understood to have changed his mind about the issue, ostensibly out of frustration with Alliance Trust’s reaction to the bid.
“Alliance Trust is valued by thousands of smaller shareholders, many of whom have held the stock literally for generations and that ethos is rightly cherished,” said Newlands.
“I certainly don’t think it helpful to embark on a rather cynical campaign involving the denigration of senior and experienced individuals who might or might not become involved.
“In short, we are fans of Alliance but we are also prepared to listen.”
As the war of words between Alliance and Elliot Advisors intensified, Ms Garret-Cox added that the Trust would not be “bullied into doing something just because someone stands up and shouts at us”.
She warned shareholders Elliot’s proposals to install three non-executive directors were the “thin end of the wedge”, and claimed the appointments would be “one step towards something that our shareholders are very unlikely to want.”
The current stand-off is Alliance Trust’s third shareholder action in four years.