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Palliser Capital Supports Shareholder Proposals to Reduce Samsung C&T's Value Gap
[March 03, 2024]

Palliser Capital Supports Shareholder Proposals to Reduce Samsung C&T's Value Gap

Palliser Capital ("Palliser"), a long-standing investor in Samsung C&T Corp. ("SCT" or "the Company") with a 0.62%1 shareholding, announces today its support for, and intention to vote in favor of, the proposals advanced by a group of SCT shareholders (the "Shareholder Proposals") at the Company's forthcoming 60th Annual General Meeting on March 15, 2024 ("AGM").

The Shareholder Proposals are consistent with recommendations Palliser presented in December 2023 to unlock value and catalyze growth at SCT. The Shareholder Proposals comprise an important near-term initiative to help reduce the gap between SCT's share price and its intrinsic market value, which is currently $22bn, equivalent to a 54% discount (the "SCT Value Gap") and has consistently been in excess of 60%.

Government Reform to Address the Korea Discount

Palliser is reassured by the renewed focus on resolving the "Korea discount" and welcomes the Korean government's recently announced Corporate Value-up Program (the "Value-up Program"), intended to bring fundamental changes to the country's capital markets. While full details are yet to be published, Palliser is encouraged by the clear objectives of the Value-up Program's key pillars, which aim to:

  • Build a positive feedback loop in Korean capital markets to ensure listed companies are able to get a proper valuation for sound growth and investors are able to share in the profits of that growth and reinvest in those markets;
  • Support and incentivize listed companies' self-driven efforts to improve their corporate value through value enhancement measures;
  • Promote management practices that place a priority n shareholder value;
  • Incentivize increased shareholder returns; and
  • Ensure institutional investors, such as pension funds, take into consideration the value enhancement measures of listed companies when making investment decisions.

The Excessive SCT Value Gap and Need for Immediate Action

Unfortunately, SCT continues to trade at what Palliser believes is an unacceptable and excessively wide discount to its intrinsic value, with no cogent or transparent business strategy or plan to deliver long-overdue corporate value and improved shareholder returns. Palliser reiterates that SCT stakeholders have waited too long for material change and expects the Company to act with urgency to address the SCT Value Gap in line with the Value-up Program and the broader call for action by the Korean government.

Palliser's Support for the Shareholder Proposals

Regrettably, Palliser sees little evidence in the Board's proposals and recommendations for the AGM that the Company is taking sufficient and necessary actions to close the SCT Value Gap and restore its position as a leader of the Korean economy. This disappointing inaction has driven Palliser's firm support for, and intention to vote in favor of, the Shareholder Proposals advanced by Anda Asset Management Co., Ltd, City of London Investment Management Company Limited and Whitebox Advisors LLC (Agenda Items #1-2-2 and #3) for an increased FY2023 dividend and a KRW500bn share repurchase program during FY2024. These proposals, which are consistent with its existing recommendations to unlock value at SCT and clearly affordable for the Company, serve as an important immediate first step in unlocking SCT's intrinsic value whilst leaving broad flexibility for SCT management to develop longer-term holistic solutions in line with the Value-up Program to fully address the SCT Value Gap.

Leading International Proxy Advisors Support "FOR" the Shareholder Proposals

In reports issued to clients on February 27, 2024, and March 1, 2024, respectively, the two leading international proxy advisors, ISS and Glass Lewis, have recommended that shareholders vote "FOR" the Shareholder Proposals.

In its report, ISS stated:

"Given the company's robust balance sheet, improving operational performance and strong cash flow generation, support for the dissident proposals for a higher dividend and share buyback is warranted."

Palliser urges other SCT stakeholders, including the National Pension Service ("NPS"), a significant shareholder of the Company, to also support the Shareholder Proposals and vote in line with the recommendations of ISS and Glass Lewis. Further, Palliser believes NPS's support for the Shareholder Proposals is a necessary extension of its stewardship responsibilities to maximize its investments on behalf of Korean society and will help cement SCT as a flagship at this crucial moment of corporate reform in Korea.

Palliser Founder and CIO James Smith said:

"As long-term investors in SCT, we appreciate the Company's exceptional assets and iconic position in Korean society. However, its failure to implement long-term solutions to address its deep and persistent discount and alleviate investor concerns over capital investment and value creation continues to stifle its growth potential and sits at odds with the government's focus on resolving the "Korea discount" through the Corporate Value-up Program. We believe the recommendations Palliser outlined in December allow the Company to realize its significant intrinsic value, close the SCT Value Gap, and lead the country in establishing best-in-class corporate governance, which is under far greater scrutiny than ever before. We are fully supportive of the Shareholder Proposals and believe they represent important near-term initiatives to start addressing the Company's persistent discount. It is more important than ever for shareholders to make their voices heard and vote in favor of the proposals, for the long-term benefit of the Company, its stakeholders, and Korean society."

About Palliser Capital

Palliser Capital is a global multi-strategy fund based in London. Our value-oriented investment philosophy is applied to a broad range of opportunities across the capital structure with a focus on situations where positive change and value enhancement can be achieved through thoughtful, constructive and long-term engagement with companies and across a range of different stakeholder groups. Palliser Capital is a significant shareholder in SCT with a stake of 0.62%.

1 Based on shares outstanding excluding treasury shares

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