Palliser Capital Proposes Advisory Resolution to Give Shareholders a Voice at Keisei’s Forthcoming AGM
April 24 2024 - 3:30AM
Business Wire
Palliser Capital (“Palliser”), the eighth largest shareholder of
Keisei Electric Railway Co., Ltd. (9009 JT) (“Keisei” or the
“Company”) with a stake of 1.6%, has today submitted a formal
proposal to table an advisory resolution focused on capital
allocation at Keisei’s forthcoming AGM.
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Palliser has engaged extensively with Keisei for nearly three
years on the steps needed to resolve the significant gap between
Keisei’s market price and intrinsic value. Full details of
Palliser's presentation on unlocking and catalyzing growth at
Keisei for the benefit of all stakeholders are available at
link.
The Company’s recent buyback and OLC share sale initiatives,
whilst a pivotal step in the right strategic direction, fell well
short of stakeholders’ expectations and are incapable of delivering
the fundamental and lasting change needed at Keisei. After
exploring various options with the Company in recent weeks,
Palliser’s formal proposal today seeks a non-binding, advisory
shareholder vote at this year’s AGM in June calling for the Board
to establish and publish, by no later than 31 December 2024, an
optimized capital allocation plan to facilitate:
- a growth-oriented investment strategy and balanced return to
shareholders, and
- further reductions in the size of the Company’s shareholding in
The Oriental Land Co., Ltd. (“OLC”) in such manner as the Board
determines appropriate but with a view to the stake being smaller
than 15% by 31 March 2026.
Palliser believes this is the best way to initiate necessary
positive change at Keisei—enabling the Company to solicit feedback
from its diverse, retail-dominated shareholder base in a full and
fair referendum at the AGM on their desire to see management
advance measures designed to unlock value and set Keisei on a path
towards sustainable long-term growth and prosperity.
The proposed resolution is formulated to be long-term in
outlook, non-prescriptive and non-disruptive of other important
company business. In addition to providing a platform for
shareholders to contribute their perspectives, the vote will also
showcase Keisei as a beacon of more open and transparent
governance, with a stakeholder engagement exercise that aligns with
important Tokyo Stock Exchange and government policy themes.
Palliser’s covering letter to the Keisei Board of Directors sets
out further details about the background, objectives and benefits
of today’s proposal. Palliser has requested confirmation from the
Board by 6pm JST on 26 April 2024 that the proposed advisory
resolution will be tabled at the AGM.
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 the eighth largest Keisei shareholder with a
stake of 1.6%.
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Media Contact Prosek Partners Brian Schaffer / Kiki
O’Keeffe Pro-PalliserKER@Prosek.com