The boardroom battle between UK retailer The Works and activist investor Kelso has taken a dramatic twist.
The two sides have been locked in a war of words after the retailer’s board rejected Kelso’s call for Graeme Coulthard to be appointed to the board, claiming he was more likely to ‘undermine, rather than enhance, long-term value creation’.
The Works has 500 stores across the UK, specialising in books, arts and crafts, stationery, toys and gifts, with turnover of more than £260m.
Kelso is a 10 per cent shareholder in The Works and wants Coulthard, who owns 8 per cent of the shares and is a former board member of Card Factory, to join the retailer’s board.
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This morning, Kelso CEO John Goold told BusinessCloud: “Graeme Coulthard has had a very successful private equity career, including a particularly successful spell with Card Factory, where he realised a 5x return on investment for Charterhouse Capital Partners.
“I do not understand how any public company independent director can conclude that he will ‘undermine value creation’ and claim he has ‘no relevant experience’ without ever having a conversation with him.
“Shareholders should ask: ‘Why are the board taking such an aggressive stance?
“We’ve asked how much time the chairman (Steve Bellamy) spends in the UK and how many of the company’s seven board meetings he’s attended in person.”
According to latest filings at Companies House, Bellamy, who was appointed chairman in July 2024, is a New Zealand resident.
The investor describes the request to add Mr Coulthard to the board as ‘modest and reasonable’, as Kelso and Coulthard have a combined shareholding of 18 per cent.
“The strength of the board’s resistance to Kelso’s proposal and its lack of effort to engage with Mr Coulthard is difficult to understand,” claims Kelso.
“Despite the company’s improved operating performance and share-price recovery, Kelso notes that no new institutional investor has declared a new holding above 3 per cent since Kelso first invested almost three years ago.
“Kelso believes greater focus on broadening the shareholder register, research coverage and investor engagement could help close The Works’ continuing valuation gap.
“A board more focused on broadening the shareholder register and less on resisting existing shareholders that have materially helped the business would serve all investors better.
“Kelso believes shareholders would benefit from greater clarity regarding Steve Bellamy’s physical attendance and in-person engagement with the business.
“Kelso asks how much time he spends in the UK with the business and how many of the company’s seven plc board meetings during the last year the chair attended in person.
“Kelso notes the most recent filing at Companies House states that Mr Bellamy is a New Zealand resident.”
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Today’s comments follow a statement The Works made last week when publishing its annual report and accounts for the 12 months to 3 May 2026.
In it, the company said: “The board firmly and unanimously believes that the proposal to appoint Graeme Coulthard as a director of the company is not in the best interests of the company or its shareholders as a whole and unanimously recommends that shareholders vote against (it).”
The Works claims the proposed appointment would create ‘unnecessary distraction’ and risk ‘value destruction’.
The company’s AGM will be held at the offices of Squire Patton Boggs LLP, 60 London Wall, London EC2M 5TQ, on 7 September at 2pm.
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