Engine Capital Nominates Two Highly Qualified Candidates for Election to C&C Group’s Board of Directors
Issues Open Letter to Fellow Shareholders Regarding the Need for Boardroom Change Following Years of Underperformance
Launches www.ABetterPathforCandC.com to Share Views with Respect to the Company and Communicate with Stakeholders
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Fellow Shareholders:
Total shareholder returns over time | ||||||||||||||
Total Shareholder Return (YTD) |
Total Shareholder Return (1-Year) |
Total Shareholder Return (2-Year) |
Total Shareholder Return (3-Year) |
Total Shareholder Return (Since listed on LSE) |
||||||||||
|
10.1 |
% |
14.4 |
% |
15.5 |
% |
0.3 |
% |
22.7 |
% |
||||
Peer Group Average |
22.1 |
% |
28.7 |
% |
29.5 |
% |
2.4 |
% |
31.1 |
% |
||||
|
8.9 |
% |
20.1 |
% |
(11.0 |
%) |
(25.4 |
%) |
(49.5 |
%) |
||||
|
(1.2 |
%) |
5.7 |
% |
(26.6 |
%) |
(25.7 |
%) |
(72.2 |
%) |
||||
|
(13.2 |
%) |
(8.5 |
%) |
(40.6 |
%) |
(27.8 |
%) |
(80.6 |
%) |
Despite these numerous missteps, we continue to believe C&C owns unique and strategic assets that are valuable and not properly valued in the public market. Therefore, a month ago, we publicly called on the Company to explore strategic alternatives to maximize value. Following this letter, we privately approached the Board of Directors (the “Board”) to discuss board representation. We believe it is critical to add directors with relevant financial skillsets (such as capital allocation, capital markets and M&A) and a shareholder mindset to assist the Company. Unfortunately, the Board has shown absolutely no interest in trying to resolve this matter privately ahead of the 2024 Annual General Meeting (the “2024 Annual Meeting”). We shared the names of several candidates with the Board and suggested the directors interview our candidates. They never followed up. This disappointing engagement with the Board has led us to conclude that shareholder-driven change is urgently needed following years of underperformance.
We believe the current directors lack a sense of urgency to resolve the Company’s issues and maximize value for shareholders, which is not surprising since they own a de minimis number of shares, as the following table highlights.2
C&C Group Board Ownership | |||||||||
Director | Appointment Date |
Ownership (shares) |
Ownership as % of outstanding shares |
Open market acquisitions? |
|||||
|
|
179,510 |
0.05 |
% |
Yes | ||||
|
|
0 |
0.00 |
% |
No | ||||
|
|
15,000 |
0.00 |
% |
No | ||||
Jill Caseberry |
|
6,462 |
0.00 |
% |
No | ||||
|
|
0 |
0.00 |
% |
No | ||||
|
|
0 |
0.00 |
% |
No | ||||
Chris Browne OBE |
|
0 |
0.00 |
% |
No | ||||
|
|
0 |
0.00 |
% |
No | ||||
Total |
200,972 |
0.05 |
% |
To help catalyze long overdue improvements at C&C, we are seeking to elect two highly qualified director candidates at the Company’s 2024 Annual Meeting on
The case for change at C&C is strong. Here is a snapshot of where C&C stands today:
-
The Company’s shares have underperformed peers and the
FTSE 250 Index over the one-year, two-year, and three-year periods and since the Company’s listing on theLondon Stock Exchange inOctober 2019 .
- The Company’s shares are trading at a steep discount to relevant transaction multiples.
-
The Company is not compliant with the
UK Corporate Governance Code 2018 by virtue of the roles of Chair and CEO being exercised by the same individual.
- Most of the directors own no shares, and the Board cumulatively owns 0.05% of the shares outstanding. Directors have no skin in the game.
- We believe the Board in the aggregate has insufficient financial skillsets, especially in the areas of capital allocation, capital markets and M&A.
- The Company’s underlying business segments are not achieving their potential.
-
With the recent appointment of
Ralph Findlay , C&C has now had four CEOs in less than four years, with the prospect of a fifth chief executive in 12 to 18 months.
THE STATUS QUO CANNOT PERSIST IN THE BOARDROOM – SHAREHOLDER-DRIVEN CHANGE IS NEEDED NOW
Given this background, we believe shareholders would be well served by electing our two highly qualified candidates. Shareholders don’t have to choose between our candidates or the Company’s candidates. Shareholders can simply elect our two candidates in addition to the eight candidates presented by the Company and appoint 10 individuals to the Board. Our directors are committed to entering the boardroom with an open mind, a sense of urgency and a focus on creating long-term shareholder value. As a large shareholder, our incentives are aligned with yours. Our goal is to enable the Company to finally maximize value for its owners. With the election of our two highly qualified directors, I believe we can do just that.
Our highly qualified nominees include:
Thank you in advance for your consideration of our director candidates. We look forward to engaging with you in the next couple of weeks regarding the opportunity we collectively have to set C&C on a better path at this year’s Annual Meeting.
Sincerely,
Managing Partner
***
About
1 Total shareholder return data includes dividends and runs through
2 Data per 2024 annual report and RNS filings.
View source version on businesswire.com: https://www.businesswire.com/news/home/20240730075143/en/
jferguson@saratogaproxy.com
ckiaie@longacresquare.com / bkirpalani@longacresquare.com
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