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The Works braces for boardroom battle as activist investor pushes for more control

Created at 13 Aug · 10:07 AM1 source↑ Market-relevant
IN SHORT

Discount retailer The Works is facing a boardroom battle as activist investor Kelso seeks to appoint Graeme Coulthard, a retired private equity specialist, to its board. The retailer warned the move risks derailing its growth strategy and undermining long-term value.

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Key Numbers

8%Kelso's ownership stake in The Works
4%Share price fall for The Works
89pThe Works' share price
3.3%The Works' sales growth
£260mThe Works' revenue
44%Adjusted profit increase for The Works
£7.2mThe Works' adjusted profit

Who's Involved

Kelso
Activist investor pushing for board control at The Works
Graeme Coulthard
Retired private equity specialist nominated for The Works' board
The Works
Discount retailer facing a boardroom battle
Gavin Peck
Chief executive of The Works
The Works braces for boardroom battle as activist investor pushes for more control

↳ Why This Matters

The potential appointment of an activist investor's nominee to the board could significantly alter the strategic direction and governance of The Works, impacting its efforts to rebrand and potentially affecting shareholder value.

Key facts

  • Activist investor Kelso is pushing to install Graeme Coulthard, a retired private equity partner, as a director at The Works.
  • The Works warned that the proposed appointment risks derailing its growth strategy and undermining long-term value.
  • The retailer argued Coulthard lacks sufficient experience as a director of a listed company and in multi-site value retail operations.
  • Coulthard, who owns 8% of The Works, previously served on the board of Card Factory.
  • The Works' shares fell more than 4% to 89p after the company criticized Kelso's proposal.

Discount retailer The Works is embroiled in a boardroom dispute as activist investor Kelso seeks to appoint Graeme Coulthard, a retired private equity partner, to its board of directors. The retailer expressed strong opposition to the move, warning that it could create "unnecessary distraction" and "risk derailing" its growth strategy and long-term value creation.

Kelso, which holds an 8% stake in The Works, has formally requested Coulthard's appointment at the upcoming annual general meeting. The Works stated it pleaded with Kelso to withdraw the request, but the activist investor remains intent on proceeding. The retailer argued that Coulthard's appointment would likely prioritize specific shareholder interests over the broader base, potentially leading to value destruction.

The Works also criticized Coulthard's qualifications, stating he has limited experience as a director of a listed company and no executive experience in multi-site value retail operations. While acknowledging his background in accountancy, the company noted that its board already possesses significant expertise in this area and that Coulthard's experience is primarily as a private equity investor, not a business operator. Furthermore, The Works claimed Coulthard has not completed the necessary due diligence checks required for an AIM-listed firm director.

This is not the first time Kelso has sought to influence The Works. In 2024, the activist investor secured two board seats, which coincided with a jump in the retailer's share price. Earlier this year, Kelso's increased stake led to another spike in the share price, with the investor describing The Works as "one of the most undervalued companies on the UK stock market."

Despite the boardroom drama, The Works has been working to rebrand itself beyond a "pile 'em high, sell 'em cheap" image, focusing on "screen-free" entertainment for children. CEO Gavin Peck noted that government initiatives, such as crackdowns on children's social media usage, have boosted awareness of these efforts. The retailer reported a 3.3% increase in sales and £260 million in revenue for the year ending May, with adjusted profit rising 44% to £7.2 million.

Frequently asked questions

Kelso is a London-listed activist investor that has previously pushed for control of The Works and currently holds an 8% stake in the company.

Graeme Coulthard is a retired private equity specialist and former partner at Charterhouse, who Kelso is proposing to install as a director at The Works.

The Works is attempting to move away from its "pile 'em high, sell 'em cheap" image by focusing on "screen-free" entertainment for children.

For the year to May, The Works reported 3.3% sales growth, £260 million in revenue, and a 44% increase in adjusted profit to £7.2 million.

What Happens Next

01The proposal to install Graeme Coulthard on the board will be put before shareholders at the annual general meeting.
02The Works will continue to urge investors to reject the power play.

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Cadence

How It Developed

Activist investor Kelso pushed The Works to appoint Graeme Coulthard as a director.
The Works warned the move could derail its growth strategy and create distractions.
The retailer urged Kelso to withdraw its request, but the investor remained intent.
The Works stated Coulthard's appointment would prioritize particular shareholder interests and risk value destruction.
The retailer argued Coulthard lacks sufficient director experience for a listed company and expertise in multi-site value retail.
Coulthard, a retired private equity partner, previously served on the Card Factory board.
The Works claimed Coulthard has not completed necessary due diligence checks for an AIM-listed firm director.
The Works' shares fell over 4% following its public criticism of Kelso.

Sources

T1
The Works braces for boardroom battle as activist investor pushes for more controlCity AM

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