Trian Investors 1 Limited Dividend Declaration and Share Repurchase (8105C)

TIDMTI1

RNS Number : 8105C

Trian Investors 1 Limited

12 February 2020

12 February 2020

TRIAN INVESTORS 1 LIMITED

(the "Company")

Announcement of Dividend

On 28 November 2019, Ferguson plc ("Ferguson") paid a dividend to all of its shareholders of record at 25 October 2019. Accordingly, the Company's board of directors ("Board") today announces that it is declaring a dividend of 0.52 pence per share to be paid on or around 28 February 2020 to the Company's shareholders of record at 21 February 2020. The ex-dividend date will be 20 February 2020.

Subject to continued investment in and receipt of sufficient dividend income from Ferguson, the Board intends for the Company to declare an additional dividend of not less than 0.52 pence per share in the third quarter of calendar year 2020, and to continue to pay dividends to shareholders in future years. The Board intends to review its dividend policy if Ferguson modifies its dividend program, and it anticipates increasing Company dividends to the extent that ordinary dividends paid by Ferguson continue to grow.

Update to Dividend Policy

The policy of the Company and Trian Investors 1, L.P. (the "Investment Partnership"), as stated in the Company prospectus dated 21 September 2018, is to distribute substantially all target company dividend proceeds after allowing for certain expenses and reserves. However, the Board believes that the interest of shareholders could be best served if the dividend policy is updated so that the Company and the Investment Partnership have additional flexibility to use a portion of target company dividends for other purposes, such as repurchases of Company shares or hedging activities designed to mitigate foreign currency risk. Notwithstanding this update to the dividend policy, the Company expects to continue to pay dividends in future years in the manner described above.

The Board has instructed the Company's joint brokers to consult with shareholders of the Company on this update to the dividend policy.

Share Repurchase from Cash Reserves

Trian Investors 1, L.P. (the "Investment Partnership") recently informed the Board that it intends to distribute approximately GBP3,000,000 in excess cash reserves to the Company, consisting of reserves originally established shortly following the Company's initial public offering but which the Investment Partnership believes are no longer required. The Board today announces that the Company intends to use these reserves to repurchase ordinary shares of the Company (the "Share Repurchase"), as and when the Board deems it to be in the best interests of the Company, with a view to, among other things, managing imbalances between the supply and demand for Company shares. The Board retains absolute discretion as to the execution, pricing and time of the Share Repurchase, subject to the conditions set out in the authority to make market purchases conferred at the Company's 2019 Annual General Meeting, and there should be no presumption that the Share Repurchase will form part of an ongoing program. The Company intends that any shares bought back through the Share Repurchase will be held in treasury.

For further information, please contact:

Numis Securities Limited

(Joint corporate broker)

[phone]

David Benda

Jefferies International Limited

(Joint corporate broker)

[phone]

Stuart Klein

Estera International Fund Managers (Guernsey) Limited

(Administrator and Company Secretary)

[phone]

Mariana Enevoldsen

Cautionary note regarding forward-looking statements

This announcement contains statements which are, or may be deemed to be, "forward-looking statements" or "forward-looking information" under applicable securities laws (collectively referred to as "forward-looking statements"). Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include statements relating to Company's expectations about declaring future dividends. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, the Company can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

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February 12, 2020 10:15 ET (15:15 GMT)