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UPDATE: Newmark Security responds to Thalassa’s ‘warning shot’

ALN

Newmark Security PLC on Wednesday updated on first-half trading, as it responded to a letter from shareholder Thalassa Holdings Ltd, which demanded an overhaul of Newmark’s board.

Newmark is a London-based security and workforce management firm transitioning to subscription-based sales.

It noted ‘a good start to the current financial year’ with ‘strong revenue growth’ having a favourable profit impact for the six months that ends October 31.

‘As in previous years, the company expects performance to be weighted to the second half of the year,’ Newmark said.

The firm estimated a 36% on-year rise in annualised recurring revenue for human capital management, led by Grosvenor, its people and data management business. It expects to report HCM ARR of £3.8 million as at September 30, up from £2.8 million on-year.

Newmark added that it is in the process of a strategic review of Safetell, its physical security segment, and that the division ‘has rebounded from a series of delayed installation contracts last year.’

This comes after 21.3% shareholder Thalassa on Wednesday sent Newmark ‘a warning shot’, threatening in a letter ‘to replace the entire board’ of Newmark, if the latter does not heed Thalassa’s request for shareholder representation on the board. Thalassa has raised concerns of outsized executive pay packages at Newmark, and too much focus on Safetell, as opposed to Grosvenor.

Thalassa is a Virgin Islands-based holding company targeting ‘a wide range of investment opportunities in the public and private markets’. The firm’s website specifies that it is ‘now actively seeking’ new targets, having realised an exit from one of its subsidiaries.

Newmark responded later on Wednesday: ‘The board welcomes feedback from all its shareholders as its primary objective is to grow and deliver shareholder value. Whilst the board does not accept a number of the claims put forward in the open letter, it continues to offer the opportunity to meet shareholders for constructive discussions.

‘The company would also like to highlight that it has been looking to reshape the board’s composition, which includes the addition of at least one new, independent non-executive director, and further updates will be made in due course.’

According to Thalassa, since it became a shareholder in 2019, executive pay at Newmark has amounted to £7.8 million, compared to £1.6 million net income attributable to shareholders. Newmark’s financial report does not specify remuneration figures, but the company says that ‘performance bonuses are awarded based on annual company performance,’ according to the remuneration committee’s targets.

The committee comprises Non-Executive Directors Terence Yap and Michael Rapoport, alongside Maurice Dwek, and is responsible for ‘challenging the executive directors and reviewing their performance,’ according to Newmark’s website. The executive team is made up of CEO Marie-Claire Dwek and Chief Financial Officer Paul Campbell-White. Thalassa’s letter included the accusation that Newmark is being run ‘for the benefit of the Dwek family’.

Thalassa shares were unchanged at 24.50 pence on Wednesday afternoon in London, while Newmark traded 5.3% higher at 100.00p.

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