Latest news with #StewardshipCode
Yahoo
04-06-2025
- Business
- Yahoo
UK's FRC revamps investor stewardship code
The Financial Reporting Council (FRC) has announced a significant overhaul of the UK Stewardship Code to prioritise value creation and engagement. The updated UK Stewardship Code 2026 is set to take effect from 1 January 2026. The revised code aims to foster long-term sustainable value creation for clients and beneficiaries while reducing the reporting burden for its nearly 300 signatories, who collectively manage approximately £50trn in assets. Following an extensive consultation process involving over 1,500 stakeholders, the FRC has refined the code to enhance engagement between market participants and streamline reporting requirements. The consultation began with preliminary discussions in February 2024, followed by a formal consultation period from 11 November 2024 to 19 February 2025, and incorporated insights from four years of reporting under the 2020 Code. Key changes in the UK Stewardship Code 2026 include an updated definition of stewardship, which now centres on creating long-term sustainable value. The code introduces fewer principles and shorter reporting prompts to replace detailed expectations, aiming to eliminate formulaic 'box-ticking' approaches. Early evidence suggests signatories could reduce reporting volume by 20-30% without compromising quality. The revised code offers a flexible reporting structure, allowing signatories to submit separate Policy and Context Disclosures and Activities and Outcomes Reports or combine them into a single document. The Policy and Context Disclosure will only need to be submitted once every four years. Additionally, the code now includes tailored Principles for different signatory types, such as asset owners, asset managers, proxy advisors, investment consultants, and engagement service providers, marking the first time the latter three groups have specific Principles. To aid implementation, particularly for those managing non-equity asset classes, the FRC has introduced optional guidance with practical tips and examples. The code operates within a regulatory framework alongside the Financial Conduct Authority's (FCA) oversight of financial markets, the Pensions Regulator's protection of member interests, and the Department for Work and Pensions' pension scheme regulations. To facilitate the transition, 2026 will serve as a transition year, during which no existing signatories will be removed from the signatory list following their 2026 application. The FRC will support signatories through publications, webinars, and bilateral discussions to ensure a smooth adoption of the new Code. FRC CEO Richard Moriarty said: "The UK Stewardship Code 2026 provides signatories with a flexible principles-based framework that provides greater transparency on their stewardship in the face of unprecedented uncertainty. 'Extensive consultation confirmed strong investor backing for the code's importance and has directly informed the changes we have made to ensure it remains fit for the future. The updated code focuses on long-term sustainable value creation while cutting unnecessary reporting and improving engagement quality. New dedicated principles for proxy advisers increase transparency in the investment chain. 'The code is not prescriptive and does not direct how any signatory should choose to invest. It takes a principles-based approach which is focused on delivering a clear outcome of value creation for clients and beneficiaries.' In May 2025, the FRC released a report on the NHS audit market, providing insights to aid the government's efforts in reforming the local audit system. "UK's FRC revamps investor stewardship code " was originally created and published by The Accountant, a GlobalData owned brand. The information on this site has been included in good faith for general informational purposes only. It is not intended to amount to advice on which you should rely, and we give no representation, warranty or guarantee, whether express or implied as to its accuracy or completeness. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.
Associated Press
12-04-2025
- Business
- Associated Press
Orbis Statement on Proposed Merger Between Tsuruha and Welcia and Proposed Tender Offer by Aeon
LONDON--(BUSINESS WIRE)--Apr 12, 2025-- Orbis Investments (' Orbis ') is a global investment group founded in 1989. We are a significant investor in Japanese listed companies, and have been a shareholder in Tsuruha Holdings Inc. (' Tsuruha ') since 2000. As at 28 February 2025 1, funds and mandates managed by Orbis held 9.7% of Tsuruha's outstanding issued share capital. As a long-term investor, Orbis seeks to engage in constructive dialogue with investee companies on matters of concern, consistent with Principle 4 of Japan's Stewardship Code. Where such concerns persist, we may share them publicly if we believe doing so furthers the interests of our clients. Orbis notes with concern the announcement by Tsuruha of 11 April 2025 regarding the proposed tripartite 'Capital and Business Alliance' between Tsuruha, Aeon Co., Ltd (' AEON '), and Welcia Holdings Co, Ltd (' Welcia '), which comprises a proposed share-for-share merger between Tsuruha and Welcia (the ' Merger '), followed by a tender offer by AEON for shares of the merged entity (the ' Tender Offer '). Orbis opposes these transactions based on its belief that the proposed terms of each of the Merger and the Tender Offer undervalue Tsuruha and fail to provide a sufficient control premium. The Merger: In Orbis' view, the proposed Merger substantially undervalues Tsuruha given that Tsuruha: The Tender Offer: In Orbis' view, AEON acquiring only 11.9% in December 2025 to obtain a bare minimum 50.9% controlling position is deeply concerning: Orbis believes that AEON should offer to buy 100% of the merged Tsuruha entity for cash at a price greater than the ¥15,500 per share AEON paid for Oasis' 13.41% stake in Tsuruha to reflect a control premium. Orbis calls upon Tsuruha shareholders to reject the proposed Merger at the 26 May AGM, and on Tsuruha's board to allow other interested parties to offer a higher price, accompanied by the opportunity to conduct full due diligence to support their potential bids. Indeed, we believe that a fair price to take control of Tsuruha is likely to be in excess of ¥15,500 per share, and could be around ¥20,000 per share. Orbis urges Tsuruha, Welcia and AEON to treat all shareholders fairly, and submits that doing so is essential to protect the public interest in maintaining confidence in the efficiency, fairness and integrity of capital markets. 1 The record date for the purpose of Tsuruha shareholders' entitlement to vote on the Merger. View source version on CONTACT: If you have any questions regarding the contents of this press release, please contact: Investor Contact: John Christy Orbis Investments +1 778-222-0754 [email protected] Media Contact: Steve Schaefer Hewes Communications +1 212-207-9456 [email protected] KEYWORD: EUROPE UNITED STATES UNITED KINGDOM NORTH AMERICA NEW YORK INDUSTRY KEYWORD: FINANCE DATA ANALYTICS PROFESSIONAL SERVICES OTHER PROFESSIONAL SERVICES ASSET MANAGEMENT SOURCE: Orbis Investments Copyright Business Wire 2025. PUB: 04/12/2025 04:12 PM/DISC: 04/12/2025 04:12 PM
Yahoo
11-04-2025
- Business
- Yahoo
Orbis Statement on Proposed Merger Between Tsuruha and Welcia and Proposed Tender Offer by Aeon
LONDON, April 11, 2025--(BUSINESS WIRE)--Orbis Investments ("Orbis") is a global investment group founded in 1989. We are a significant investor in Japanese listed companies, and have been a shareholder in Tsuruha Holdings Inc. ("Tsuruha") since 2000. As at 28 February 20251, funds and mandates managed by Orbis held 9.7% of Tsuruha's outstanding issued share capital. As a long-term investor, Orbis seeks to engage in constructive dialogue with investee companies on matters of concern, consistent with Principle 5 of Japan's Stewardship Code. Where such concerns persist, we may share them publicly if we believe doing so furthers the interests of our clients. Orbis notes with concern the announcement by Tsuruha of 11 April 2025 regarding the proposed tripartite "Capital and Business Alliance" between Tsuruha, Aeon Co., Ltd ("AEON"), and Welcia Holdings Co, Ltd ("Welcia"), which comprises a proposed share-for-share merger between Tsuruha and Welcia (the "Merger"), followed by a tender offer by AEON for shares of the merged entity (the "Tender Offer"). Orbis opposes these transactions based on its belief that the proposed terms of each of the Merger and the Tender Offer undervalue Tsuruha and fail to provide a sufficient control premium. The Merger: Tsuruha shareholders will be asked to approve the Merger with Welcia at Tsuruha's annual general meeting of shareholders ("AGM") on 26 May 2025, which will require approval of two-thirds of those voting in person or by proxy. ORBIS PLANS TO EXERCISE ITS 9.7% TSURUHA STAKE TO VOTE AGAINST THE MERGER. The merger is proposed to be effected by a share-for-share exchange between Tsuruha and Welcia, at a ratio of only 4.34 Welcia shares for each Tsuruha share (prior to Tsuruha's proposed stock split to take place on 1 September 2025). This would result in Tsuruha being the surviving entity, with existing Tsuruha shareholders owning approximately 51% and Welcia shareholders owning approximately 49%. In Orbis' view, the proposed Merger substantially undervalues Tsuruha given that Tsuruha: is significantly more profitable than Welcia, and has a far stronger balance sheet, with substantial net cash and investment securities at 28 February 2025 while Welcia had net debt. The Tender Offer: If the proposed Merger is approved, AEON will own approximately 39% of Tsuruha. AEON then plans to make a tender offer in December 2025 for a further 11.9% of Tsuruha's issued shares at a price of ¥11,400 per share, a 4.6% premium to the closing price on 11 April 2025. If each of the Merger and Tender Offer proceed, AEON will ultimately own approximately 50.9% of the merged Tsuruha entity. On 13 March 2024, AEON acquired 6.6m Tsuruha shares, then representing 13.41% of Tsuruha's outstanding issued share capital, from a fund managed by Oasis Management Company Limited ("Oasis"), at a price of ¥15,500 per share. AEON would, under its proposed December 2025 Tender Offer, acquire a controlling position in Tsuruha at a DISCOUNT of nearly 27% to the price at which its 13.41% stake was acquired from Oasis in March 2024. In Orbis' view, AEON acquiring only 11.9% in December 2025 to obtain a bare minimum 50.9% controlling position is deeply concerning: Japan's Corporate Governance Code highlights potential conflicts of interest and concerns about minority shareholder rights in companies with a controlling shareholder. The number of subsidiaries listed on the Tokyo Stock Exchange ("TSE") declined by approximately 25% from 2019 to 2024, and by 12% in 2024 alone. This trend may continue to accelerate given the TSE's call for companies to take "action to implement management that is conscious of cost of capital and stock price" and the potential for the TSE to encourage improved corporate governance by enhancing disclosure requirements and listing rules. Indeed, AEON itself has previously acknowledged the potential for this type of conflict of interest in the context of its recent transaction to acquire sole ownership of its subsidiary AEON DELIGHT CO., LTD. Orbis believes that AEON should offer to buy 100% of the merged Tsuruha entity for cash at a price of greater than the ¥15,500 per share AEON paid for Oasis' 13.41% stake in Tsuruha to reflect a control premium. Orbis calls upon Tsuruha shareholders to reject the proposed Merger at the 26 May AGM, and on Tsuruha's board to allow other interested parties to offer a higher price, accompanied by the opportunity to conduct full due diligence to support their potential bids. Indeed, we believe that a fair price to take control of Tsuruha is likely to be in excess of ¥15,500 per share, and could be around ¥20,000 per share. Orbis urges Tsuruha, Welcia and AEON to treat all shareholders fairly, and submits that doing so is essential to protect the public interest in maintaining confidence in the efficiency, fairness and integrity of capital markets. 1 The record date for the purpose of Tsuruha shareholders' entitlement to vote on the Merger. View source version on Contacts If you have any questions regarding the contents of this press release, please contact:Investor Contact:John ChristyOrbis Media Contact:Steve SchaeferHewes Communications212-207-9456steve@ Sign in to access your portfolio
