Two of three nominees are appointed
Alliance concedes in battle with rebel shareholder
Alliance Trust has accepted defeat in its battle with rebel shareholder Elliott Advisers and agreed to appoint two directors to the board.
In an eleventh hour deal, agreement has been reached with the New York hedge fund to allow Anthony Brooke and Rory Macnamara to be admitted, but Peter Chambers, another of Elliott’s nominees, will not. The board will continue its search for an additional non-executive director.
Elliott, its largest shareholder, has agreed to withdraw its three resolutions from the Alliance Trust annual general meeting due to be held tomorrow, and has committed to support the board and management on all other resolutions.
In a statement, the company said: “The board and Elliott have also agreed on certain mutual non-disparagement undertakings and that Elliott will not call a general meeting or seek to agitate against the company, its board or management publicly until after the Company’s 2016 AGM at the earliest.
“The board has agreed to appoint Anthony Brooke and Rory Macnamara to the board of the company once customary regulatory approvals have been obtained and that they will act as board observers in the interim period. In addition, as previously announced on 14 April 2015, the board has accelerated the process to appoint an additional independent non-executive director, which will be done in consultation with the company’s major shareholders.”
Karin Forseke, chairman, said: “On behalf of the whole board, I would like to express my gratitude to our shareholders for engaging with us on this important issue. Having considered this feedback we have worked with Elliott to find a compromise which we believe is in the best interests of all our shareholders.
“I would also like to welcome Anthony and Rory to the board where their significant experience will be a considerable asset.”
Elliott Advisors said it was pleased to have reached an understanding with Alliance Trust and looks forward to following the enlarged board‘s progress on strategic and business matters “over the next year and beyond.”
It said it “acknowledges and appreciates” the widespread engagement and support from fellow shareholders of the company and others in recent weeks. “We believe that this solution is in the best interests of all shareholders.
“Elliott would also like to express its gratitude to Peter Chambers for engaging with this effort and for gracefully agreeing to stand aside as a candidate to join the board. We understand that Alliance Trust will wish to set the criteria for its own search for a further non-executive director, and will accept the company’s open invitation to major shareholders to be consulted in that process.”