AVI Japan adds to tally as it wins dividend hike at NC Holdings

Japan small companies activist fund AVI Japan Opportunities claimed a significant victory at the AGM of its seventh biggest investment, NC Holdings, a parking equipment manufacturer.

Asset Value Investors is claiming success in boosting dividends and shaking up management at Japanese multi-storey parking equipment manufacturer NC Holdings, which it holds in its activist AVI Japan Opportunities (AJOT ) trust.

The asset management firm put eight shareholder proposals to the board of NC Holdings in May, which caused the shares in the group to rise 18% at the time, of which three have been passed at the company’s recent annual general meeting (AGM). At the end of May it accounted for 6% of the £168m AJOT, its seventh biggest position.

AVI’s biggest success was the passing of a special resolution, which required two-thirds of the vote on 29 June, amending the articles of incorporation to give shareholders the authority to determine dividends at general meetings.

AVI chief executive Joe Bauernfreund and AJOT fund manager stated this was ’one of only a handful of shareholder-proposed special resolutions to have ever passed in Japan and that AVI is one of only three shareholders who had their resolutions successfully passed despite opposition by the company this June AGM season’.

NC Holdings also agreed to pay a dividend of 65 yen (35p) per share, equivalent to a 70% pay-out ratio and to devise a stock compensation plan for directors based on achieving a three-year total share price return of over 50% and an average three-year return on invested capital of over 10%.

Three other proposals gained majority shareholder support but were not passed, including a special resolution to increase the maximum number of directors allowed on the board, the setting of minimum requirements when adopting or triggering a poison pill – a strategy that prevents activist investors from taking over a company by buying up large swathes of stock, and a resolution that requires shareholder approval for a third-party allocation of shares.

Although just three of AVI’s resolutions were passed, the group said they represented a ‘significant step forward in enhancing NC Holdings’ corporate value in the best interest of…shareholders’.

‘We believe the board of directors should acknowledge that three shareholder proposals achieved majority support despite not being passed and should respect the expressed wishes of shareholders by not taking actions contrary to these resolutions,’ said the company.

AVI critcised the company for what it described as an attempt to ‘intimidate shareholders’ and hinder an ‘honest and open debate’ with a public statement on 7 June, before the AGM.

In it, the board of NC Holdings accused AVI of ‘planning to sell off its conveyor business’ and delivering proposals that would ‘damage the company’s corporate value’.

NC also said AVI was attempting to ‘control the company to confirm to the wishes of the proposing shareholder’. AVI denied all of the claims.

AVI said the fact three resolutions have passed and another three have been met with majority shareholder support ‘raises serious questions as to whether the current directors are acting in shareholders’ best interest’.

‘We hope the strong support for our resolutions has sent a powerful message to the board that they need to improve communication with shareholders and listen to their concerns,’ it said.

AJOT, winner of a Citywire performance award last November, has seen its shares rise 7% this year, contributing to a 20% total return over three years that beats the MSCI Japan Smaller Companies return of just 7%. Its main rival, activist Nippon Active Value (NAVF ), has done better this year, rallying 22% to stand 51% up over three years.

 

 

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