“The value of the pound and continued uncertainty after Brexit has opened up opportunities for activists to target vulnerable companies. The fact that two thirds of FTSE 350 companies are seeking renewal of their binding remuneration polices in 2017 could result in certain levels of dissent—and indicate an investor base open to dialogue with potential activists.”
Ed Bridges, Senior Managing Director
Country:
U.K.
Average % of insider ownership:
Activism
Threat Level
To learn more about this country, please click on the tabs below
The U.K. remains the hotbed for activist activity in Europe, and the depressed sterling against the U.S. dollar certainly improves the allure of British companies. The U.K. is usually targeted by event-driven U.S. hedge funds and alternative investors. However, in recent years institutional investors have become more active and, on occasions, formed alliances with alternative investors.
In November 2016, the U.K. Government published a consultation paper on how best to address perceived “boardroom excess”, as well as improving standards of business behavior following debacles at Sports Direct and British Home Stores. More recently, Blackrock has written to the Chairmen of FTSE 350 companies. In that letter, the world's largest asset manager outlined its updated approach to remuneration, which includes a greater focus on any base pay increases or pension payments for executives that run above the general workforce. Its updated guidelines on remuneration also set out certain circumstances under which they believe a vote against the re-election of remuneration committee members may be appropriate. Meanwhile, Jeremy Corbyn, leader of the opposition, has caught flack for his ideas on tackling executive pay. Mr. Corybyn's suggestions—which included capping the pay of executives at twenty times the earnings of lowest paid workers for companies awarded any government contracts—were largely derided, being labelled as “unworkable” in some quarters, and as a “lunatic idea” in others. Nonetheless, with the perception of Board performance amongst investors and the public appearing quite low, there remains scope for potential activist campaigns to gain traction at a host of companies
U.K. incorporated issuers are required to make disclosures when they reach 3% of total voting rights and each whole percentage point thereafter. While non-U.K. incorporated issuers are required to disclosure at 5%, 10%, 15%, 20%, 30%, 50% and 75% of total voting rights.
Structural defenses are limited for U.K. listed companies. The majority of defenses and poison pills would constitute a breach of fiduciary duty by the directors of the company.
In the context of a formal takeover offer being made for a company, the General Principles of the Takeover Code prohibits the board from denying its shareholders the opportunity to decide on the merits of the offer and also from taking certain actions without shareholder approval.
Top Campaigns by Type
1. Gain Board Representation
2. Removal of CEO or other Board member
3. Oppose takeover terms
Campaigns By Year
Total
Campaigns
Notable Invested Activists
• Trian Fund Management
• ValueAct Capital
• Elliott Management
Recent activism campaigns
Bowleven PLC | VS. |
Crown Ocean Capital |
Fenner PLC | VS. |
Teleios Capital Partners |
Quantum Pharma Plc. | VS. |
Harwood Capital |
Total Active
Campaigns
Contact FTI Consulting
Capital Markets Research and Activist Engagement
Managing Director
+1 312 861 4721
Geoff.Serednesky@FTIConsulting.com
Senior Managing Director
+44 (0)20 3727 1067
Edward.Bridges@FTIConsulting.com
Senior Managing Director
+44 (0)79 7953 7449
Deborah.Scott@fticonsulting.com