NCホールディングスの株主、投資家およびその他の市場参加者の皆様へ
アセット・バリュー・インベスターズ・リミテッド（以下「AVI」といいます。）は、NCホールディングス株式会社（以下「当社」といいます。東証スタンダード：証券コード6236）に対して、6月下旬開催予定の定時株主総会に向けて株主提案を提出致しました。
現在、当社主力事業のコンベア関連事業においては、脱炭素化が世界的に加速する中、当社の依存度の高い石炭火力発電領域の市場縮小が見込まれています。もう一つの主力事業の立体駐車装置関連事業においても、競争の激化が見込まれるなど、当社を取り巻く経営環境は極めて不透明な状況にあります。
このような中、株主や投資者が当社の将来性を理解するためには、中長期的な経営ビジョンや、企業価値ひいては株主共同の利益を高めていく道筋について明確な説明が不可欠ですが、当社においては、このような中長期的なエクイティ・ストーリー不在の開示が継続してきている状況です。
また、当社の業績は、2024年３月期の予想営業利益が2021年3月期と比べて約３割減少するなど、低迷が続いていますが、経営陣からは、外部環境の変化が業績悪化の理由として挙げられるのみで、株式市場が真に必要とする説明はなされていません。
当社は時価総額の７割弱に上る多額の純現預金同等物を抱えており、株式市場での資金調達の必要性は限定的と見られます。当社取締役会には、株主共同の利益の観点から、事業ポートフォリオの見直しや資本関係の見直しを含む様々な戦略的選択肢を自覚的に比較検討することが期待されますが、こうした戦略検討は十分に尽くされておらず、株主共同の利益が損なわれている恐れがあります。
当社の不透明な将来性、低迷する業績、中長期的な計画の不在、非効率なバランスシート、そして戦略的選択肢の検討を尽くす姿勢の欠如などから、当社の市場株価も、本源的な企業価値を大幅に下回る状態が継続しています。
AVIは、2021年に当社の株主となって以来2年にわたり、スチュワードシップ・コードの趣旨に従い、責任ある機関投資家として、当社の中長期的な企業価値ひいては株主共同の利益の向上に向けて、「目的を持った対話」をプライベートな形で実施してまいりました。
しかしながら、以上で述べたとおり、当社において株主共同の利益に十分に配慮した経営及び監督が行われているとは評価できないことから、当社の議決権を20%超保有する株主として、株主共同の利益に十分に配慮した経営及び監督が行われることを確保するために最善を尽くすことが、他の株主及び資本市場からも期待されているものと判断するに至りました。
当社の株主共同の利益の向上に向けたAVIの8つの議案からなる株主提案の主な内容は以下のとおりです。
① 資本市場の知見・経験を備える安治郎氏、フィリップ・パートノー氏の社外取締役への選任
② 株主共同の利益の観点から当社の戦略的選択肢を検討する「戦略検討委員会」の設置
③ 取締役の株式報酬制度の報酬枠を1.5億円に増額し、TSR及びROIC目標を設定
④ 配当性向70%に相当する期末配当の実施
上述のとおり、AVIの株主提案は、これまで株主共同の利益が適切に顧みられてこなかった当社において、監督機能を強化し、経営に対する規律を高めることで、株主共同の利益の向上を実現するものであり、そのことは提案内容をご覧頂ければ明白です。AVIは、当社に株主提案とその背景を真摯にお受け止め頂き、前向きな議論を行って頂けることを期待しておりました。しかし、これまで十分な規律を伴わず経営を続けてきた当社取締役会は、監督と規律の強化を嫌うあまり、株主提案の成立を妨げたいがために、「企業価値を毀損する」、「株主の利益を害する」などと、具体的根拠を伴わず、客観的な提案内容から乖離した主張を意図的に並べて反対されています。今回、当社取締役会がこのように株主共同の利益よりも現状維持を優先した対応をとっていることは遺憾であり、当社におけるコーポレート・ガバナンスの機能不全と変革の必要性を自ら証明する結果となっています。当社株主の皆様におかれましては、提案内容及びプレゼンテーション資料を是非ご確認頂き、客観的な評価に基づいて賛否をご判断頂きますようお願い申し上げます。
2023年5月18日
アセット・バリュー・インベスターズ
最高経営責任者 兼 最高投資責任者
ジョー・バウエルンフロイント
The content of this website is issued by Asset Value Investors Limited (“AVI”), 2 Cavendish Square, London W1G 0PU. AVI is authorised and regulated by the Financial Conduct Authority of the United Kingdom (the “FCA”) and is a registered investment adviser with the Securities and Exchange Commission of the United States. While the Investment Manager is registered with the SEC as an investment adviser, it does not comply with the Advisers Act with regard to its non-U.S. clients.
To the extent that material on this website is issued in the UK, it is issued for the purposes of the Financial Services and Markets Act 2000
Intended Audience
The information on this website is provided to you for informational purposes only and should not be regarded as an offer or solicitation of an offer to buy or sell any investments or related services that may be referenced on this website. The information on this website is subject to change without notice.
It is your responsibility to observe all applicable laws and regulations of any relevant jurisdiction.
This website is primarily intended for United Kingdom (“UK”) residents. It is not intended for distribution to, or use by, any U.S. persons or persons in any other country where such distribution, publication or use would be contrary to local law or regulation or in which AVI does not hold any necessary licence or registration. Individuals or entities in respect of whom such prohibitions apply, must not access or use the AVI website.
No Tax or Legal Advice
Nothing on this website constitutes investment, legal, tax or other advice nor should it be relied upon in making an investment decision.
Money Laundering
As a result of money laundering regulations, additional documentation for identification purposes may be required when you make your investment. Full details are contained in the relevant subscription documents.
Investment Decisions
As with all financial or investment matters, you should exercise great care in using the information provided on this website or available through links from this website. You should research the facts, opinions and strategies mentioned in this website before making any financial investment decisions. If you are unsure about the meaning of any information provided please consult your financial adviser or other professional adviser.
No Warranty; Limitation on Liability
Whilst all reasonable care has been taken in the preparation of this website, AVI cannot guarantee the accuracy or completeness of such information, either expressly or implied.
Neither AVI, any of its directors, officers or employees, nor any third party vendor, will be liable or have any responsibility of any kind for any loss or damage that you incur in the event of any failure or interruption of this site, or resulting from the act or omission of any other party involved in making this site or the data contained therein available to you, or from any other cause relating to your access to, inability to access, or use of the site or these materials, whether or not the circumstances giving rise to such cause may have been within the control of AVI, or of any vendor providing software or services support.
All information and content on this website is, subject to applicable statutes and regulations, furnished “as is”, without warranty of any kind, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose or non-infringement. We make no warranty as to the operation, functionality or availability of this website, that the website will be error-free or that defects will be corrected.
In no event shall AVI be liable to any indirect, incidental, special or consequential damages arising out of or in connection with the use of this website, the inability to use this site or any products or services obtained or stored in or from this website, whether based on contract, tort, strict liability or otherwise. These limitations also apply to any third party claims against users.
Intellectual Property
Everything on this website is the valuable intellectual property of Asset Value Investors Limited, or their respective suppliers. We protect our intellectual property rights to the full extent of the law.
Copyright Policy
No permission is granted to copy, distribute, modify, post or frame any text, graphics, video, audio, software code, or user interface design or logos.
Hyperlinks
The existence of hyperlinks should not be construed as an endorsement, approval or verification by AVI of any content available on third party sites. By providing access to other websites, we are not recommending the purchase or sale of products or services provided by the website’s sponsoring organization. We do not review any of these third party sites. AVI reserves the right to require written consent for, or request the removal of, any links to our website.
AVI disclaims all responsibility and liability for the content on third party sites.
Security
For your protection, we require the use of encryption technologies for certain types of communications conducted through this website. While we provide those technologies and use other reasonable precautions to protect confidential information and provide suitable security, we do not guarantee or warrant that information transmitted through the Internet is secure, or that such transmissions will be free from delay, interruption, interception or error. You acknowledge and agree that users of this website and users, owners, or managers of third party websites may not: (i) collect or store personal data about other users of this website or (ii) upload, e-mail or otherwise transmit any material that contains viruses or any other computer code, files or programs that might interrupt, limit or interfere with the functionality of any computer software, hardware, database or file, or communications equipment that is owned, leased or used by AVI.
Privacy Policy
We encourage you to read AVI’s Privacy Policy which can be obtained by clicking the Privacy Policy button found on the Homepage.
General Terms
Deliberate misuse of any element of this website including, without limitation, hacking, introduction of viruses or similar code, disruption or excessive use or any use in contravention of applicable law, is expressly prohibited and we reserve the right to terminate your access to the website, and at our discretion, pass information to the legal authorities.
We reserve the right at any time on giving notice to change or modify these terms and conditions or to impose new conditions in respect of this website or to change or discontinue any aspect or feature of this website. We shall be entitled to terminate your access to this website at any time on giving notice to you and in any event if you commit any breach of these terms and conditions. We shall have no liability to you for such termination. Notices may be served by any reasonable method including posting on this website.
You shall indemnify us from and against all actions, claims, proceedings, costs and damages (including any damages or compensation paid by us on the advice of its legal advisors to compromise or settle any claim) and all legal costs or expenses arising out of your use of this e webSite, any breach of any applicable law, statute, ordinace, regulation or third party rights and any breach by you of the software licenses and service agreements governing the software made available to you in connection with this website.
These terms and conditions shall be governed by and construed in accordance with the laws of England without regard to conflicts of law principles. Nothing in these Terms and Conditions will exclude or restrict any duty or liability we may have under applicable rules or regulations.
AVI Global Trust – General Risk Factors
AVI Global Trust plc is a public company listed and traded on the London Stock Exchange. Past performance should not be seen as an indication of future performance. The price of investments and the income from them may fall as well as rise and investors may not get back the full amount invested. The trust uses gearing techniques (leverage) which will exaggerate market movements both down and up which could mean sudden and large falls in market value. Please refer to the Key Features Document for further details effecting your investment.
Applications to invest in AVI Global Trust referred to on this website, must only be made on the basis of the current Key Features Document, or other applicable terms and conditions. Past performance should not be seen as an indication of future performance. Market and exchange rate movements may cause the value of a fund to rise or fall and an investor may not get back the amount invested.
As a result of money laundering regulations, additional documentation for identification purposes may be required when you make your investment. Details are contained in the relevant application documents.
If you are unsure about the meaning of any information provided please consult your financial adviser or other professional adviser.
By agreeing to these terms, you agree that we may contact you by post, fax, email, SMS messaging or by other forms of electronic media to inform you of our products and services that we believe you might be interested in.
The content of this website is issued by Asset Value Investors Limited (“AVI”), 2 Cavendish Square, London W1G 0PU.
AVI is authorised and regulated by the Financial Conduct Authority of the United Kingdom (the “FCA”) and is a registered investment adviser with the Securities and Exchange Commission of the United States. While the Investment Manager is registered with the SEC as an investment adviser, it does not comply with the Advisers Act with regard to its non-U.S. clients.
Intended Audience
The information on this website is provided to you for informational purposes only and should not be regarded as an offer or solicitation of an offer to buy or sell any investments or related services that may be referenced on this website.The information on this website is subject to change without notice.
This website is primarily intended for UK residents. It is not intended for distribution to, or use by, any U.S. persons or persons in any other country where such distribution or use would be contrary to local law or regulation.
It is your responsibility to observe all applicable laws and regulations of any relevant jurisdiction.
No Tax or Legal Advice
Nothing on this website constitutes investment, legal, tax or other advice nor should it be relied upon in making an investment decision.
Money Laundering
As a result of money laundering regulations, additional documentation for identification purposes may be required when you make your investment. Full details are contained in the relevant subscription documents.
Investment Decisions
As with all financial or investment matters, you should exercise great care in using the information provided on this website or available through links from this website. You should research the facts, opinions and strategies mentioned in this website before making any financial investment decisions. If you are unsure about the meaning of any information provided please consult your financial adviser or other professional adviser.
No Warranty; Limitation on Liability
Whilst all reasonable care has been taken in the preparation of this website, AVI cannot guarantee the accuracy or completeness of such information, either expressly or implied. Neither AVI, any of its directors, officers or employees, nor any third party vendor, will be liable or have any responsibility of any kind for any loss or damage that you incur in the event of any failure or interruption of this site, or resulting from the act or omission of any other party involved in making this site or the data contained therein available to you, or from any other cause relating to your access to, inability to access, or use of the site or these materials, whether or not the circumstances giving rise to such cause may have been within the control of AVI, or of any vendor providing software or services support.
All information and content on this website is, subject to applicable statutes and regulations, furnished “as is”, without warranty of any kind, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose or non-infringement. We make no warranty as to the operation, functionality or availability of this website, that the website will be error-free or that defects will be corrected.
In no event shall AVI be liable to any indirect, incidental, special or consequential damages arising out of or in connection with the use of this website, the inability to use this site or any products or services obtained or stored in or from this website, whether based on contract, tort, strict liability or otherwise. These limitations also apply to any third party claims against users.
Intellectual Property
Everything on this website is the valuable intellectual property of Asset Value Investors Limited, or their respective suppliers. We protect our intellectual property rights to the full extent of the law.
Copyright Policy
No permission is granted to copy, distribute, modify, post or frame any text, graphics, video, audio, software code, or user interface design or logos.
Hyperlinks
The existence of hyperlinks should not be construed as an endorsement, approval or verification by AVI of any content available on third party sites. By providing access to other websites, we are not recommending the purchase or sale of products or services provided by the website’s sponsoring organization. We do not review any of these third party sites. AVI reserves the right to require written consent for, or request the removal of, any links to our website.
AVI disclaims all responsibility for the content of third party sites
Security
For your protection, we require the use of encryption technologies for certain types of communications conducted through this website. While we provide those technologies and use other reasonable precautions to protect confidential information and provide suitable security, we do not guarantee or warrant that information transmitted through the Internet is secure, or that such transmissions will be free from delay, interruption, interception or error.
You acknowledge and agree that users of this website and users, owners, or managers of third party websites may not: (i) collect or store personal data about other users of this website or (ii) upload, e-mail or otherwise transmit any material that contains viruses or any other computer code, files or programs that might interrupt, limit or interfere with the functionality of any computer software, hardware, database or file, or communications equipment that is owned, leased or used by AVI.
Privacy Policy
We encourage you to read AVI’s Privacy Policy which can be obtained by clicking the Privacy Policy button found on the Homepage.
General Terms
Deliberate misuse of any element of this website including, without limitation, hacking, introduction of viruses or similar code, disruption or excessive use or any use in contravention of applicable law, is expressly prohibited and we reserve the right to terminate your access to the website, and at our discretion, pass information to the legal authorities.
We reserve the right at any time on giving notice to change or modify these terms and conditions or to impose new conditions in respect of this website or to change or discontinue any aspect or feature of this website. We shall be entitled to terminate your access to this website at any time on giving notice to you and in any event if you commit any breach of these terms and conditions. We shall have no liability to you for such termination. Notices may be served by any reasonable method including posting on this website.
You shall indemnify us from and against all actions, claims, proceedings, costs and damages (including any damages or compensation paid by us on the advice of its legal advisors to compromise or settle any claim) and all legal costs or expenses arising out of your use of thise website, any breach of any applicable law, statute, ordinace, regulation or third party rights and any breach by you of the software licenses and service agreements governing the software made available to you in connection with this website.
These terms and conditions shall be governed by and construed in accordance with the laws of England without regard to conflicts of law principles. Nothing in these Terms and Conditions will exclude or restrict any duty or liability we may have under applicable rules or regulations.
AVI Global Trust – General Risk Factors
AVI Global Trust plc is a public company listed and traded on the London Stock Exchange.
Past performance should not be seen as an indication of future performance. The price of investments and the income from them may fall as well as rise and investors may not get back the full amount invested. The trust uses gearing techniques (leverage) which will exaggerate market movements both down and up which could mean sudden and large falls in market value. Please refer to the Key Features Document for further details effecting affecting your investment.
Applications to invest in AV Global Trust referred to on this Site, must only be made on the basis of the current Key Features Document, or other applicable terms and conditions. Past performance should not be seen as an indication of future performance. Market and exchange rate movements may cause the value of a fund to rise or fall and an investor may not get back the amount invested.
As a result of money laundering regulations, additional documentation for identification purposes may be required when you make your investment. Details are contained in the relevant application documents. If you are unsure about the meaning of any information provided please consult your financial adviser or other professional adviser.
By agreeing to these terms, you agree that we may contact you by post, fax, email, SMS messaging or by other forms of electronic media to inform you of our products and services that we believe you might be interested in.
INVESTOR – Risk Warnings
It is very important that you read this warning and disclaimer before proceeding, as it explains certain legal and regulatory restrictions applicable to any investment services and products we provide.
The content of this website is issued by Asset Value Investors Ltd (“AVI”), 2 Cavendish Square, London W1G 0PU
AVI is authorised and regulated by the Financial Conduct Authority (“FCA”) in the United Kingdom.
This website is not directed at any person in any jurisdiction where it is illegal or unlawful to access and use such information. AVI disclaims all responsibility if you access any information in breach of any local law or regulation. All persons who access this website are required to inform themselves and to abide with all applicable local law, regulations and restrictions.
The information on this website is not directed at any person or entity in the United States, and this site is not intended for distribution or to be used by any person or entity in the United States unless those persons or entities are existing investors in funds managed by AVI and they have applicable US exemptions.
Nothing on this website constitutes investment, legal, tax or other advice nor should it be relied upon in making an investment decision.
The funds referred to in this website are alternative investment funds (“AIFs”). The promotion of such funds and the distribution of offering materials in relation to such funds is accordingly restricted by law.
Shares in the funds mentioned in this website are not dealt in or on a recognised or designated investment exchange, nor is there a market maker in such shares, and it may therefore be difficult for an investor to dispose of his shares.
The information on this website is neither an offer to sell nor a solicitation of any offer to buy shares in any fund managed by AVI.
An application for shares in any of the funds referred to on this site should only be made having fully read fully the relevant prospectus and most recent financial statement and semi-annual financial statements published thereafter.
The Information is provided for information purposes only and on the basis that you make your own investment decisions and do not rely upon it.
AVI is not soliciting any action based on it and it does not constitute a personal recommendation or investment advice.
Should you have any queries about the investment funds referred to on this website, you should contact your financial adviser.
Past performance is not an indication of future performance. The value of investments and the income from them may go down as well as up and investors may not get back the amount invested.
The funds noted in this website may be subject to higher risk and volatility than other funds and may not be suitable for all investors. These funds are not regulated.
Exchange rates may cause the value of overseas investments and the income arising from them to rise or fall.
The levels and bases of and reliefs from taxation may change. Any tax reliefs referred to are those currently available and their value depends on the circumstances of the individual investor. Investors should consult their own tax adviser in order to understand any applicable tax consequences.
The information on this website, including any expression of opinion or forecast, has been obtained from, or is based on, sources believed by AVI to be reliable, but are not guaranteed as to their accuracy or completeness and should not be relied upon.
You should be aware that the Internet is not a completely reliable transmission medium. AVI does not accept any liability for any data transmission errors such as data loss or damage or alteration of any kind, including, but not limited to any direct, indirect or consequential damage, arising out of the use of the products or services referred to herein. This does not exclude or restrict any duty or liability that AVI has to its customers under the regulatory system in the United Kingdom.
To make a complaint about this website ,please send a written complaint for the attention of the Compliance Officer at the registered address: 2 Cavendish Square, London W1G 0PU.
You agree to indemnify, defend, and hold harmless AVI, its affiliates and licensors, and the officers, partners, employees, and agents of AVI and its affiliates and licensors, from and against any and all claims, liabilities, damages, losses, or expenses, including legal fees and costs, arising out of or in any way connected with your access to or use of this website and the Information.
The existence of hyperlinks should not be construed as an endorsement, approval or verification by AVI of any content available on third party websites. By providing access to other websites, we are not recommending the purchase or sale of products or services provided by the website’s sponsoring organization. We do not review any of these third party websites.
No permission is granted to copy, distribute, modify, post or frame any text, graphics, video, audio, software code, or user interface design or logos.
Nothing on this site should be considered as granting any licence or right under any trademark of AVI or any third party.
Deliberate misuse of any element of this Website including, without limitation, hacking, introduction of viruses or similar code, disruption or excessive use or any use in contravention of applicable law, is expressly prohibited and we reserve the right to terminate your access to the Website, and at our discretion, pass information to the legal authorities.
We reserve the right at any time on giving notice to change or modify these terms and conditions or to impose new conditions in respect of this website or to change or discontinue any aspect or feature of this website. We shall be entitled to terminate your access to this website at any time on giving notice to you and in any event if you commit any breach of these terms and conditions. We shall have no liability to you for such termination. Notices may be served by any reasonable method including posting on this website.
These terms and conditions shall be governed by and construed in accordance with the laws of England without regard to conflicts of law principles. Nothing in these Terms and Conditions will exclude or restrict any duty or liability we may have under applicable rules or regulations. You irrevocably waive any right to a jury trial in any dispute or proceeding arising from the use of this site.
