Latest news with #Palliser
Business Wire
5 days ago
- Automotive
- Business Wire
Palliser Capital Publishes Value Enhancement Plan for Toyo Tires
LONDON--(BUSINESS WIRE)--Palliser Capital ('Palliser'), a significant shareholder in Toyo Tires ('Toyo') (5105 JT), today published a comprehensive presentation on the opportunities available to unlock value at Toyo. To ensure market transparency and respond to requests from shareholders and other stakeholders, Palliser published the presentation first delivered by James Smith, Palliser Founder and Chief Investment Officer, at the Sohn Hong Kong Investment Leaders Conference on May 30, 2025. Toyo, a premium tire brand with a leading U.S. market share in Wide Light Truck Tires, has consistently underperformed and is materially undervalued, trading at a significant discount to peers across key valuation multiples, despite the company's far superior revenue and profitability profile. In Palliser's view, the factors driving this value gap are readily solvable and, if remedied, could deliver over 45% upside to shareholders – or materially more with a Palliser-proposed stakeholder value enhancement committee actively exploring options for Toyo, including interest from multiple PE and strategic buyers. Palliser's enhancement plan includes: Adopting best-in-class performance targets and incentive structures to fully align management incentives and shareholder interests; Implementing a TSE-aligned capital allocation framework, grounded in clear and distinct metrics, returns and hurdle rates; and Conducting a comprehensive review of all strategic options to maximize stakeholder value, including privatization and resolving overhang from Mitsubishi's investment in the company. Full details of the presentation are outlined in the accompanying attachment. About Palliser Capital Palliser Capital is a global multi-strategy fund. Our value-oriented investment philosophy is applied to a broad range of opportunities across the capital structure with a focus on situations where positive change and value enhancement can be achieved through thoughtful, constructive and long-term engagement with companies and across a range of different stakeholder groups.
Business Wire
07-05-2025
- Business
- Business Wire
Palliser Recognizes Progress in Nomination Process for Independent Director Candidates at Keisei Electric Railway
LONDON--(BUSINESS WIRE)--Palliser Capital ('Palliser') today published a letter regarding progress of the nomination and appointment process for the new Palliser-proposed independent outside director candidates to help reconfigure the Board of Keisei Electric Railway Co., Ltd. (9009 JT) ('Keisei' or the 'Company'). Palliser's letter also addresses important points that were misrepresented in the Company's press release of April 30 and repeats its call on Kobayashi-CEO and the current Board to focus on measures to resolve the wider governance and capital allocation failings detailed in Palliser's materials as part of the Company's new Medium-Term D2 Plan on May 21, 2025. Full details relating to Palliser's ongoing engagement, including its detailed open letter to the Keisei Board, and accompanying presentation, and independent expert findings are available at Full text of the letter follows: 3-3-1 Yawata, Ichikawa City, Chiba Prefecture 272-8510 Keisei Electric Railway Co., Ltd. ('Keisei' or the 'Company') Dear Kobayashi-CEO and the Members of the Keisei Board of Directors Engagement with Palliser-Proposed Candidates 1 We refer to our open letter to the Keisei Board of Directors on 24 April and the Company's initial public response on 30 April titled 'Notice Regarding the Progress of Dialogue with Palliser' (' Company Statement '). We also refer to the nomination process which is now in-progress in respect of the new Palliser-proposed independent outside director candidates, including the candidate interviews which took place at the Company's offices yesterday. As the Company Statement correctly points out, Palliser first wrote to the Board about independent outside director candidates on 5 March, nearly four months ahead of the 2025 AGM and after repeated efforts to engage more broadly after the 2024 AGM. However, some important points were then misrepresented in the Company Statement: First: Palliser wrote privately on five separate occasions on 5 March, 12 March, 15 March, 21 March, and 2 April to request a meeting with members of the Nomination/Compensation Committee (' Committee ') regarding Palliser-identified Board candidates. As we repeatedly explained, we identified a number of best-in-class Japanese independent outside director candidates, but it was our and their preference to first gather important information about Keisei's currently opaque director nomination process, better understand management's perspectives on Board composition, and gauge the Company's interest in working collaboratively on a consensual appointment process before finalising our proposals and providing the names of the candidates. After our requests went unaddressed, we provided background information on the candidates on 2 April and put our questions on the nomination process forward in writing – this letter went unanswered. The Board's persistent refusal to meet with us or respond to our basic questions is, unfortunately, consistent with the rejection of our previous meeting requests on 11 September 2024, 9 October 2024, 31 October 2024, and 6 December 2024. In respect of which, Keisei's IR team instructed us that having exercised shareholder rights at last year's AGM, Palliser would now have to ' re-earn the right to meet with the Board or Management ' despite being one of the Company's largest shareholders. Following the Committee's and the wider Board's refusal to engage constructively, we provided full names of the candidates to the Company privately on 23 April, for the Committee to sincerely consider the candidates. Second, contrary, therefore, to what the Company Statement suggests, it is evidently both our genuine intention and expectation that Keisei will nominate the proposed candidates at the AGM. Palliser decided in good faith not to formally exercise shareholder rights to propose the candidates itself, in the belief that the Company would be open-minded and recognise the importance of a consensual process given the multiple shortcomings of the Board's current configuration. This is why we encouraged the Company to engage in private on multiple occasions to better understand our concerns and how we think these could be easily addressed. Third, our open letter did not suggest that the Company had refused to conduct candidate interviews. In fact, we said that we were pleased the Company has finally indicated a willingness to engage with our proposed candidates. Subsequent to our letter and publication of our analysis, our meeting with Inside Director Oka-san last Friday at the Company's offices to discuss the director candidates and the positive measures the Company can take, and shareholders expect to see, in the D2 Plan was an encouraging first step. However, further constructive dialogue with Palliser and other shareholders, as Keisei has foreshadowed in the Company Statement, including with the Committee, is needed. This initial momentum is helpful and encouraging on the assumption that the interviews were conducted in good faith as part of a rigorous, transparent, and objective evaluation of the candidates which implicitly recognises the urgent need for holistic Board reconfiguration at Keisei and the merits of the individual profiles, including their cultural fit. In our view, the nomination of all four of these candidates should be a straightforward matter, if the nomination and review process is conducted appropriately and in good faith by the Committee. That said, to ensure the Committee conducts a transparent process, we encourage the Company to promptly disclose updates on the status of the nomination process, as well as the comprehensive reconfiguration of the Board at the 2025 AGM, to bring Keisei in line with key peers, as discussed with Director Oka-san and set out in Palliser's materials. Finally, following our 24 April letter and accompanying presentation and independent expert report, the Company's decision to now publish its D2 Plan on 21 May 2025 – a number of weeks later than expected – is a positive step. As discussed, to convincingly address the Company's persistent underperformance and chronic undervaluation, it is important that the D2 Plan includes a set of credible and transparent peer- and TSE-aligned measures. As explained by the detailed analysis in our 24 April materials, in addition to comprehensive governance measures, this should include a properly calibrated capital allocation framework with a pathway to right-size Keisei's stake in OLC, a peer-aligned dividend payout ratio and share buyback programme, and performance-linked management compensation. We trust that the Company will take this additional time to reflect further on what's needed in this regard to ensure that the new MTP showcases an approach that can help rebuild market trust. While we remain available for further dialogue with Keisei management on the D2 Plan and the appointment of the new independent outside director candidates, we and other Keisei stakeholders expect prompt further detail from the Company on the advancement of the candidates' nominations and the Board's proposed governance initiatives to regain market trust and resolve the Company's undervaluation. Sincerely, For and on behalf of Palliser Capital (UK) Ltd James Smith Chief Investment Officer About Palliser Capital Palliser Capital is a global multi-strategy fund. Our value-oriented investment philosophy is applied to a broad range of opportunities across the capital structure with a focus on situations where positive change and value enhancement can be achieved through thoughtful, constructive, and long-term engagement with companies and across a range of different stakeholder groups. Palliser Capital is one of the largest Keisei shareholders with a stake in excess of 4.5%. 1 This letter is sent to you on behalf of Palliser Capital (UK) Ltd (together with its affiliates, ' Palliser ', ' we ', ' us ' or ' our ').
Yahoo
01-05-2025
- Business
- Yahoo
Palliser Capital Responds to Rio Tinto AGM Results, Reconfirming Its Commitment to Reduce Destruction of Shareholder Value
Palliser remains committed to ensuring that fairness and reason prevail – as with BHP – after demonstrating Rio Tinto's governance failings in the unification debate LONDON, May 01, 2025--(BUSINESS WIRE)--Palliser Capital highlights that their campaign for a transparent and independent review of the unification of Rio Tinto's archaic dual listed company ("DLC") structure has served a critical purpose. It has promoted the need for better governance standards at Rio Tinto and catalyzed an improved understanding of the case for unification, despite the resolution failing to achieve sufficient shareholder support at Rio Tinto's 2025 AGM. Palliser reaffirms their continued commitment, as a long-term shareholder, to working constructively with the Board to enhance sustainable value for all shareholders, with James Smith, Founder and Chief Investment Officer of Palliser, stating: "It is never easy for a small shareholder to take on the likes of a corporate giant like Rio Tinto. However, we simply could not accept Rio Tinto's anomalous and illogical findings that unification offers no advantages whatsoever, when almost every other DLC in the world has unlocked multiple significant benefits through a simplified structure. We co-filed our resolution to advocate for a truly unbiased and open review of the merits of unification. It is deeply disappointing that rather than adhering to "best practice" principles, the Board chose to launch a fierce campaign – involving a vast team of costly advisors and indefensible decisions such as initially disenfranchising the Australian line from voting – all to shield its closed door internal analysis of unification from scrutiny. While they told shareholders a robust review would divert significant resources, they likely spent more time, money and effort opposing the resolution than complying with it. Notwithstanding the voting results, the Board has been given a clear message from the most trusted voices in the investment community – ISS and Glass Lewis. They assessed the facts presented by Rio Tinto and Palliser with an independent lens and concluded that a reasonable board would not and should not resist an independent and transparent review on this critical matter. We are grateful to the numerous investors we engaged with and who supported our arguments throughout this process, with some of the largest and most sophisticated investors in the world voting in favour of our resolution. We will continue to engage with Rio Tinto's shareholders and ensure that institutions are well informed of the pertinent issues, enabling them to actively challenge leadership rather than voting, as a default, in line with board recommendations. Moreover, having shone a glaring light on their governance failings and unsubstantiated analysis, we expect to build on our work with a Board that is more willing to collaborate and listen, so that, together, we can achieve our shared goal of improving long-term shareholder value. In this context, we note a similar experience at BHP, where initial flawed arguments to protect an almost identical DLC structure – much like those now presented by Rio Tinto – ultimately gave way to a highly successful unification." About Palliser Capital Palliser Capital is a global multi-strategy fund. Our value-oriented investment philosophy is applied to a broad range of opportunities across the capital structure with a focus on situations where positive change and value enhancement can be achieved through thoughtful, constructive and long-term engagement with companies and across a range of different stakeholder groups. All available materials on Palliser's ongoing engagement with Rio Tinto can be found at: View source version on Contacts Media contact Guy McKannaSenior Consultante guy@ m +61 (0) 430 355 985 t +612 8248 3740
Yahoo
01-05-2025
- Business
- Yahoo
Rio Tinto shareholders vote against review of its dual-listed structure
MELBOURNE/LONDON (Reuters) -Rio Tinto (RIO.L) said on Thursday that more than 80% of its shareholders had voted against a review of the mining company's dual-listed structure, in line with its board's recommendations. The mining giant said 19.35% of shareholders had voted for the motion, just shy of the 20% threshold that would have required it to consult more widely with shareholders under UK regulations. The motion was put forward by London-based activist investor Palliser Capital. It wants Rio Tinto, which is listed in London and in Sydney, to unify into a single holding company in Australia. "Rio Tinto will continue to engage with our shareholders and will carefully consider the feedback provided," the company said in a statement. Palliser has argued that doing away with the current structure could unlock $28 billion in value for holders of Rio Tinto's London shares. Holders of its Australian stock voted on Thursday and holders of its UK shares voted at the London AGM on April 3. The London listing comprises about 77% of Rio Tinto's investor base, but the Australian-listed shares are trading at a premium of about 25%, partly due to tax advantages available to Australian shareholders. Rio Tinto's board had unanimously recommended voting against the resolution, citing tax considerations and saying that a unified listing is not required to provide it with strategic flexibility. Palliser's motion was backed by influential proxy adviser firms Institutional Shareholder Services (ISS) and Glass Lewis and more than 100 other shareholders including Norway's sovereign wealth fund Norges Bank Investment Management. Rival BHP ( ended a similar dual-listed structure in 2022 and now has a primary listing in Australia, six years after activist investor Elliott began its campaign for a single listing. Sign in to access your portfolio
Business Recorder
01-05-2025
- Business
- Business Recorder
Rio Tinto says 19.35% of shareholders voted for dual-listing review
MELBOURNE/LONDON: Rio Tinto said on Thursday that 19.35% of its shareholders had voted for a review of the company's dual-listed structure. Under UK regulations, a vote of 20% or more would have required the company to consult more widely with shareholders. Activist investor Palliser Capital has campaigned for Rio Tinto, which is listed in London and in Sydney, to unify the two into a single holding company in Australia. Palliser argues that doing away with the current structure could unlock $28 billion in value for holders of Rio Tinto's London shares. British shareholders in the world's largest iron ore miner voted at its London AGM on April 3. The London listing comprises about 77% of Rio Tinto's investor base, but the Australian-listed shares are trading at a premium of about 25%, partly due to tax advantages available to Australian shareholders. Rio Tinto's board had unanimously recommended voting against the resolution, citing tax considerations and saying that a unified listing is not required to provide it with strategic flexibility. Palliser's motion was backed by influential proxy adviser firms Institutional Shareholder Services (ISS) and Glass Lewis and more than 100 other shareholders including Norway's sovereign wealth fund Norges Bank Investment Management. Rival BHP ended a similar dual-listed structure in 2022 and now has a primary listing in Australia, six years after activist investor Elliott began its campaign for a single listing.
