Toscafund calls for the removal of Jan Astrand, Executive Chairman of Speedy Hire plc

Transcription

1 Toscafund calls for the removal of Jan Astrand, Executive Chairman of Speedy Hire plc Speedy Hire s largest shareholder requisitions General Meeting of Speedy Hire plc Motions call for removal of Jan Astrand and the appointment of David Shearer Toscafund believes the change is necessary to enable Speedy Hire s management to execute the Company s turnaround plan (London, Monday 25 July): Toscafund Asset Management LLP ( Toscafund ) confirms recent media speculation that, on Friday 22 nd July, it submitted a request for an General Meeting of shareholders of Speedy Hire plc ( Speedy Hire or "the Company"). The meeting is being convened to consider two motions: the first to vote on the removal of the Company s Executive Chairman Jan Astrand as a director, and the second for the appointment of David Shearer, the well-known corporate turnaround expert, as a director. Toscafund considers that these changes to the Board are necessary to protect and enhance shareholder value at Speedy Hire and enable the management team to move forward with their turnaround plan. Toscafund is not planning to request any further board changes. Toscafund believes that Jan Astrand has been indecisive as a business leader, failed to support Speedy Hire's executive management fully and failed to consult with shareholders regarding key board appointments. In addition, his role as Executive Chairman is incompatible with the UK Corporate Governance Code when the Company already has an effective Chief Executive. Toscafund notes that, since Jan Astrand s appointment as executive chairman in July 2015, the Company s share price has fallen 34%. Over three years it has declined by 43% from 60 pence to 34 pence. David Shearer is a highly experienced chairman and director and specialises in corporate turnarounds. Amongst his numerous roles, he was chairman of Mouchel Group plc from 2012 to 2014, a period of successful recovery, which culminated a 265 million Offer for the business from Kier Group plc. Previously he was a Partner at Deloitte and one of the leaders of its Corporate Finance business. Toscafund calls on Speedy Hire s other shareholders to support these motions in the interests of the business. Martin Hughes, Toscafund s Founder, said: The decision to call a General Meeting has not been taken lightly. Toscafund takes pride in supporting the businesses in which it invests and invariably votes in favour of their AGM motions. This is the first time in our 16 year history that we have felt compelled to take such action. Now we have made these issues public, we would welcome open dialogue with all other shareholders. David Shearer has confirmed that he is willing to accept the appointment as a director of Speedy Hire. Toscafund considers that David will be able to add significant value to the

2 Board as it oversees Speedy Hire s organic turnaround plan, and also has the requisite experience to examine any suitable consolidation prospect. We are a committed shareholder of Speedy Hire, have been invested since 2013, and now own 19.5% of the equity. As the Company s largest shareholder, we believe it is our responsibility to look after the interests of all investors. Attached is the draft text that Toscafund intends to submit to Speedy Hire plc for inclusion in the forthcoming Notice of Meeting circular. Enquiries: Toscafund Nigel Gliksten Whitman Howard Nick Lovering Maitland James Isola Jamie Dunkley Whitman Howard Limited is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Whitman Howard Limited is acting as financial adviser exclusively for Toscafund and no-one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Toscafund for providing the protections afforded to clients of Whitman Howard Limited, nor for providing advice in relation to any matter referred to herein. Notes to Editors: About David Shearer David Shearer is an experienced Chairman, Independent Director, Board Level Strategic Adviser and Turnaround Specialist with experience in companies from the listed market ( FTSE100 to Small Cap), private equity backed businesses and not for profit entities both in the UK and Internationally. He is currently Chairman of Liberty Living Group, Chairman of Aberdeen New Dawn Investment Trust, and Senior Independent Director at STV Group. His previous roles have included Co-Chairman of Martin Currie ( ), Chairman of Mouchel Group plc ( ) and Chairman of Crest Nicholson ( ). During his career he has played a leading role in corporate turnarounds with combined debts of more than 2.5 billion. Previously he sat on the UK Board and was a senior executive at Deloitte in the UK, where he helped to lead the development of the Corporate Finance business. About Toscafund

3 Toscafund is an institutional fund manager founded by Martin Hughes in May Prior to founding Toscafund, Martin Hughes was previously Chairman of Tiger Management Europe Limited. Current funds under management for Toscafund exceed $3bn and are spread across a number of specialities including global financials, UK commercial property, Ucits, private equity and debt. Toscafund manages funds on behalf of private and institutional clients and currently employs 38 people of which 14 are specific industry analysts. APPENDIX: TEXT INTENDED FOR SUBMISSION TO SPEEDY HIRE PLC FOR INCLUSION IN THE FORTHCOMING NOTICE OF MEETING CIRCULAR RESOLUTION 1: THE REMOVAL OF JAN ASTRAND Toscafund Asset Management LLP ("Toscafund") is a supporter of the UK stewardship code. Good governance and appropriate leadership qualities of both executive and non executive directors are important matters that need to be monitored. If shortcomings are evident and are not being remedied by the board of a company despite numerous requests, then the issues will need to be addressed through more direct shareholder action. For the reasons outlined in this statement, Toscafund considers that the shareholders of Speedy Hire would be better served by removing Jan Astrand as a director. Jan Astrand has been indecisive as a business leader, failed to support fully Speedy Hire's executive management and failed to consult with shareholders regarding key board appointments. In addition, his role as Executive Chairman is incompatible with the UK Corporate Governance Code, when Speedy Hire already has an effective Chief Executive. Toscafund currently owns 19.53% of the equity. Toscafund has presented a number of papers and recommendations to Jan Astrand, including a solution to the continued corporate underperformance of Speedy Hire. This analysis also demonstrated that the UK equipment hire market was very competitive and fragmented, such that the only sure way to achieve adequate returns would be by way of industry consolidation which offers significant synergy benefits. Jan Astrand confirmed to Toscafund in August 2015 that he agreed with the consolidation suggestion. In October 2015 Jan Astrand called Toscafund to state that the non-executive directors of Speedy Hire, Christopher Masters and James Morley, did not agree with the consolidation conclusion that he had presented to the board and had asked him to resign, and in the event that he did not resign then they would sack him. The proposed actions of the non-executive directors of Speedy Hire were taken without prior consultation with the shareholders of Speedy Hire. Christopher Masters and James Morley, both non-executive directors, resigned from the board in November 2015 On 21June 2016, Jan Astrand informed Toscafund that he had changed his mind on the matter of the benefit of consolidation and will now not be pursuing that course. His reasons were weak. 1) That the possible counterparty were not as good as he thought, 2) That advisors have suggested there was no earnings accretion. He did not recognise the continued shortcomings of returns at Speedy Hire which are still

4 less than most peers. He also excluded the benefit of synergies from his analysis of accretion and had no other solution to achieve a like level of sector leading returns. In Toscafund's view Jan Astrand has wasted a lot of time and damaged potential shareholder returns. Further to the poor standalone strategy, his indecisiveness with regard to consolidation will compromise Speedy Hire in any future sector activity. The board of Speedy Hire has regularly failed to engage with shareholders on matters to do with the appointment of key directors. There was no such active engagement ahead of the appointment of Jan Astrand to the board of Speedy Hire on 1 November 2014 and as Executive Chairman on 1 July The more recent appointments of Robert Contreras and Robert Barclay followed the same pattern. Jan Astrand has overseen appointments of independent directors at Speedy Hire which Toscafund believes are contrary to good governance and accountability of the executive chairman. Jan Astrand had a long business relationship with Robert Contreras prior to the latter being appointed to the board of Speedy Hire and nominated as Senior Independent Director. Robert Contreras has been a non-executive director of Speedy Hire since 23 December 2015 and the Senior Independent Director since 31 March Jan Astrand was on the board of Northgate from 13 January 2001 to September When Robert Contreras was appointed in 2008 as Chief Financial Officer and in 2010 as Chief Executive Officer, Jan Astrand sat on the Audit, Remuneration and Nominations committees. Jan Astrand stepped down from the board committees of Northgate in December 2013 but stayed as non-executive director and as chairman of Northgate s Spanish business until 17 September Robert Barclay joined SIG plc in 1997 and has held various management roles. Robert Barclay is not a director of SIG plc and has no relevant experience of sitting on the board of a public company. On 1 April 2016 Robert Barclay was appointed non-executive director of Speedy Hire. Jan Astrand has expressed views to Toscafund on a number of occasions that he is not fully supportive of Russell Down in his role as Chief Executive Officer of Speedy Hire. Toscafund disagrees with this view and recognises Russell Down's hard work and achievements. It is a dysfunctional management problem if the executive chairman does not recognise the abilities of the CEO, and therefore cannot entrust to him the business decisions required. In the light of all of the above, Toscafund has asked Jan Astrand to retire from the board of Speedy Hire. These wishes have been ignored. On Monday 27th June 2016, Toscafund provided Speedy Hire with a requisition for an EGM to approve two motions; the removal of Jan Astrand as a director and the appointment of David Shearer as a director. At the request of Liberum Capital Limited, the financial advisor to Speedy Hire, the EGM request was withdrawn to allow a few days for Jan Astrand to meet David Shearer. Jan Astrand met with David Shearer but has failed to tender his resignation from the board. Shareholders should note that other than the removal of Jan Astrand as a director and the appointment of David Shearer as a director, Toscafund does not intend to request any further board changes.

5 RESOLUTION 2: THE APPOINTMENT OF DAVID SHEARER From October 2015 to date, Toscafund has sought to remedy the evident shortcomings of Speedy Hire s Board by seeking out a high calibre, proven achiever who was both willing to become a director of Speedy Hire and could bring significant experience and address the obvious problems. One such director it has proposed is David Shearer. Toscafund suggested that the board of Speedy Hire should consider his appointment. Jan Astrand met David Shearer in November In December 2015 Jan Astrand confirmed by telephone to David Shearer that he was about to appoint Robert Contreras as non-executive director. Without consulting with leading shareholders, Jan Astrand and the board of Speedy Hire approved the appointment of first Robert Contreras in December 2015 and secondly Robert Barclay in April 2016 as non-executive directors. For the reasons outlined in this statement, Toscafund considers that it would be in the best interests of the shareholders of Speedy Hire to appoint David Shearer as a director able to lead the board through an organic turnaround plan while also having the requisite experience to examine any suitable consolidation prospect. David Shearer has confirmed that he is willing to accept the appointment as a director of Speedy. David Shearer is an experienced Chairman, Independent Director, Board Level Strategic Adviser and Turnaround Specialist with experience in companies from the listed markets (FTSE100 to Small Cap), private equity backed businesses and not for profit entities with business interest both in the UK and Internationally. His portfolio career since 2004 has focused on a range of Chairman/SID/NXD roles with an emphasis in the last seven years on situations involving restoration of shareholder value, performance enhancement, restructuring and governance issues. He is experienced in Audit, Remuneration and Nominations Committees including committee chair roles. He has significant experience of operational and financial restructuring having led or been actively engaged in the successful recovery of businesses with in excess of 2.5billion of debt including active management of all stakeholder groups (Shareholders including activists, Bank Syndicates, Pension Trustees and Regulator, Advisers and City PR) He has strong experience of regulatory and governance issues having served on the boards of regulated entities. This included leading an investigation into a regulatory breach at a privately owned asset manager. He was subsequently appointed as Co Chairman following an agreed settlement with FSA and SEC to lead the board in implementing a restitution and recovery plan. His previous executive career over 20 years latterly as a Senior Corporate Finance Partner and Executive Board member with Deloitte where his management roles included leading the Global Corporate Finance business. He has a strong track record of strategic business development globally and extensive advisory expertise in M&A, Capital Raising, Private Equity and Restructuring in both the listed and private equity arenas. His sector experience covers Engineering (manufacturing and infrastructure maintenance), House Building & Property, Support Services, Passenger

6 Transportation, Hospitality & Leisure, Financial Services (Banking and Asset Management), Media and Oil & Gas Services. David Shearer has a proven pedigree in business turnaround situations, delivering improved profitability and is a strong advocate of shareholder value creation. Examples below:- STV Group plc Senior Independent Director (2007 date) A London listed digital media company which holds the Channel 3 Television licences in Scotland. Appointed as part of an activist led approach to change the board of what had been a FTSE 250 company; introduce a new executive team and restructure the business which was suffering from an overly indebted balance sheet as a result of pursuing a misguided and aggressive acquisition strategy. Instrumental in instigating a rights issue, refinancing of bank debt and asset disposal programme to maximise shareholder value in difficult trading and market conditions. The business has been transformed and is performing strongly both financially and operationally with a strong balance sheet. Shareholder value has recovered with strong returns through progressive dividend policy. Mouchel Group plc Chairman ( ) Appointed as Chairman to this Consulting Engineering and Support Services business following a series of profit warnings, appointment of a new CEO and the resignation of two successive Chairmen. Led the board through a process to stabilise the business with support from the bank syndicate; develop and implement a turnaround strategy and manage the multiple stakeholders through a financial restructuring involving a debt for equity swap in August A consequence of this involved raising additional finance to buy out a partner in a key strategic joint venture with support from the banks. The business returned to a strong level of profitability with record order book and normalised debt levels and its sale was concluded with Kier Group plc in June for an equity value ofc 265million with a full recovery of bank debt and a return of 3x on the equity conversion at the time of the restructure. City Inn Limited (Mint Hotel Group) - NXD and Chief Strategic Adviser ( ) Appointed by the bank syndicate to this privately owned hotel group which had an inappropriate capital structure, some operational weaknesses and a board struggling to address the issues brought on by the financial crisis with the completion and opening of two new large hotels in the UK and the Netherlands. Implemented a clear plan to stabilise the business with support from the banks and coordinated a managed sale process resulting in the sale to Blackstone for 610m ensuring full recovery for banks syndicate of otherwise impaired debt and creating value for shareholders.