Kiltearn Partners Submits Shareholder Proposal to Toagosei
February 10, 2023 at 12:00 am EST
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On February 10, 2023, Toagosei Co., Ltd. announced that Kiltearn Global Equity Fund requested the 110th Ordinary General Meeting of Shareholders to be held on March 30, 2023, in order to consider its proposals. In addition, the Company expressed that opposes these proposals. Following, there are the details of proposals: (i) Appropriation of surplus with 34 yen per share of Common Stock disposal: Kiltearn Global propose a dividend of 34 yen, which is equivalent to 50% of the projected net income per share less the interim dividend of 18 yen per share for the fiscal year ending December 2022, and expressed that the Company have consistently generated high levels of free cash flow and our balance sheet is overcapitalized.
Increasing the dividend payout ratio will not cause any problems for financial health or business continuity, (ii) Acquisition of treasury stock: Kiltearn Global expressed that the company's strategic investment is made solely for the management's convenience, and also the Company has sufficient financial leeway to acquire treasury stock in accordance with this proposal. Therefore, in order to enhance shareholder returns, improve capital efficiency, and improve future corporate value, Kiltearn Global propose to acquire approximately 10% of the total number of issued shares. Further, regarding these Proposals, the Company objects for these reasons: (i) This Proposal is based on a short-term perspective that conflicts with the company's policy of returning profits to stakeholders to improve the medium- to long-term Corporate value, (ii) The large-scale acquisition of treasury stock based on the proposal is inconsistent with the 2025 Medium-Term Management Plan (Capital investment plans, etc.
with the goals of âstrengthening development capabilities for new products and new technologies,â âexpanding overseas sales,â and âcontributing to the realization of a sustainable societyâ) and does not take into consideration the average market trading volume of the Company's stock. It will not lead to significant improvements in Corporate value.
TOAGOSEI CO., LTD. is a Japan-based company mainly engaged in the chemicals business and polymer and oligomer businesses. The Company operates through five business segments. The Basic Chemicals segment manufactures and sells sodium hydroxide, sodium hydroxide, sodium hypochlorite, sulfuric acid, industrial gases, and acrylic acid esters. The Polymer and Oligomer segment manufactures and sells acrylic polymers, polymer flocculants, and photo-curable resins. The Resin Processing Products segment manufactures and sells plumbing equipment products, building materials and civil engineering products, life support products, and elastomer compounds. The Adhesive Materials segment manufactures and sells instant adhesives and functional adhesives. The Advanced Inorganic Materials segment manufactures and sells high-purity inorganic chemicals and inorganic functional materials. It is also engaged in new products research and development business, transportation and trading company business.