Activist investor SABA Capital made the headlines again recently by targeting further Investment Trusts. This marks the end of a year dominated by aggressive requisition strategies in the UK market, with SABA Capital launching campaigns against seven UK Investment Trusts in Q1 2025. The UK has become the most heavily targeted market in Europe for shareholder activism, with campaigns increasing as US activists redirect their focus across the Atlantic.
For Boards and Company Secretaries, managing an unexpected requisition notice places significant pressure on lean teams juggling demanding day-to-day responsibilities and complex internal projects. Those that understand the process, prepare proactively and access the right expertise will be best positioned to navigate these campaigns. Our team of experienced professionals can handle these governance and operational details to ensure nothing falls through the cracks.
What is a requisition notice and when do they arise?
A requisition notice is the formal written request by shareholders requiring the directors to call a general meeting under Companies Act 2006 s.303. It must (i) come from members holding at least 5% of the voting rights, (ii) state the general nature of the business, and may include the text of any proposed resolution.
From director changes to blocking transactions, shareholder requisitions are typically a lever to force change. Activists are increasingly:
- Exploiting deeper sources of market discontent
- Targeting profitability concerns, excessive remuneration packages and governance weaknesses
- Focusing on underperforming boards
Once a valid requisition is received, directors have 21 days to call the meeting and must hold it within 28 days of the notice being issued. If they fail to do so, the requisitioning members can call the meeting themselves at the company’s expense.
Cas Sydorowitz, head of Georgeson Advisory, and Aaron Bertinetti, CEO of Investor Engagement North America at Georgeson, share their observations, and discuss how companies can prepare for what’s ahead.
What do you do when you receive a requisition notice?
When a requisition notice lands, Boards must act quickly. First, by verifying its validity, and second, by understanding the activist:
- Verify its validity: Confirm that the requisitioning shareholders meet the statutory threshold, then check technical compliance. Even minor defects can undermine enforceability
- Understand the activist: Identify who they are, their track record and objectives. Using shareholder profiling to identify which institutional investors are likely to support/oppose the proposals. Vote prediction tools can forecast unexpected support levels with high accuracy
- Proxy solicitation: Early engagement with proxy firms are critical, as their recommendations carry significant weight. Understanding the activist’s history, mapping your shareholder base and predicting voting outcomes are crucial in these early stages. Georgeson’s expert advice to Boards and Company Secretarial teams can help companies to understand shareholders, while their global contacts can put you in front of the right people at the right time
How to prepare for shareholder meetings?
Once underway, operational demand can escalate quickly.
You must ensure that meeting procedures must align with regulatory frameworks, listing rules and governance policies. When drafting and issuing notices, it’s crucial that you consider regulatory compliance and the key deadlines ahead of the meeting. Additionally, you must verify shareholder and statutory records and ensure voting outcomes are accurate, while meeting logistics requires careful coordination, whether physical or virtual. Proxy and voting arrangements add another layer, requiring setup, stakeholder coordination and transparent processes.
Computershare’s shareholder meetings management provides the advice and technology to help keep your meetings smooth and achieve the outcomes you desire.
Learn about shareholder meetings
How to ensure effective investor engagement?
Georgeson has acted in defence of hundreds of Issuers that have been attacked by an Activist. Their advice in the early stages of a defence is crucial. Direct engagement with institutional shareholders provides the opportunity to present your case, address activist demands and protect long-term shareholder interests.
Activists are now adapting their communication strategies to leverage video and educational content, run social media campaigns and build their networks via investor events. Boards need to match this sophistication by working proactively to build trust early and use shareholder intelligence, real-time monitoring and expert communications to craft the right approach.
How to manage shareholder meeting actions?
Once your meeting is over, you need to draft minutes, implement resolutions and communicate the outcome to the relevant parties. Equally important is learning from the experience. Computershare will assess meeting outcomes, identify areas of concern and offer insights to strengthen future preparedness.
Why use Computershare’s shareholder activism governance advisory and company secretarial services?
When a requisition lands, speed, accuracy and bandwidth matter. Our Entity Governance and Compliance professionals act as an extension of your team, bringing specialist support for Investment Trusts and listed PLCs to keep your process compliant, controlled and on track, without delaying day-to-day priorities. From notices to votes and post-meeting actions, we handle the detail, leaving you free to focus on the decisions that matter.
Contact us for further information as to how we can support you.