The board of Gresham House Strategic has reached a truce with its largest shareholder and the trust’s manager Gresham House which has withdrawn its request for a general meeting.
Gresham House, which owns a 23% stake in the trust, had been at loggerheads with the board over longstanding governance concerns. Chief among them was chairman David Potter’s 18-year tenure.
On 21 May it requisitioned an emergency shareholder meeting to vote on a proposed board shakeup, calling for Potter to be ousted immediately.
In response, the board of GHS launched a strategic review of the trust and served a 12-month protective notice against Gresham House. which is standard practice. It also announced Potter would be retiring as chairman at the trust’s AGM in September.
Shortly after Gresham House announced GHS lead manager Richard Staveley had resigned from the firm and would be stepping down from the £58m trust, sending the trust’s shares sliding.
However, in an update on Thursday the GHS board said following discussions with Gresham House, the trust’s manager had withdrawn the requisition notice.
Instead, the AGM will be brought forward from 14 September 2021 to “a date to be announced imminently” and will be held no later than 26 July.
Concessions
The board agreed to go along with several of the ordinary resolutions Gresham House was aiming to put before shareholders, including allowing GHS senior independent director Ken Lever to spearhead a strategic review of the trust to determine the best means of maximising value for all shareholders.
Potter will retire as chairman and director at the AGM as planned and if a replacement is not found before that time, Gresham House’s pick Helen Sinclair will step in as interim chair.
In addition, a resolution backed by Gresham House that would prevent GHS from issuing shares in the trust below NAV will now be included in the notice of AGM.
See also: River and Mercantile founding partner resigns from Gresham House after less than two years
Former GHS manager joins board
Finally the board said Graham Bird (pictured), one of Gresham House’s own representatives, would be appointed as a non-independent, non-executive director with immediate effect. Originally Gresham House had proposed installing Jeston Na Nakhorn in the role.
Bird is currently the CFO of London-listed escape room business Escape Hunt. He worked for Gresham House for five years and was a fund manager on GHS until December 2019. However, according to his Linkedin profile he still acts as a part-time consultant for the boutique manager and sits on the GHS investment committee.
Bird owns 21,451 ordinary shares in GHS, while Gresham House owns 812,913 ordinary shares.
GHS is currently trading at a 14.4% discount, according to data from the Association of Investment Companies.
