REG - Topps Tiles - Result of AGM

Topps TilesAnnouncement

18/01/2023 15:15

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RNS Number : 1670N  Topps Tiles PLC  18 January 2023

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

For immediate release

18 January 2023

Topps Tiles Plc

 

Result of Annual General Meeting (the "AGM")

 

Topps Tiles Plc (the "Company" or "Topps"), the UK's leading tile specialist,
is pleased to announce the successful outcome of the AGM held earlier today.

 

A breakdown of the voting on the resolutions (the "Resolutions"), each of
which was held on a poll, is set out below and the Board, in particular, notes
the following:

 

 ●    The total number of votes cast was a record 161 million, equivalent to 81.9
      per cent. of the Company's issued share capital, demonstrating the strength of
      shareholder engagement and support received.
 ●    Resolutions 1 to 14 (inclusive) were duly passed by the requisite majority, in
      line with the Board's recommendation.
 ●    Resolution 15, a special resolution, did not pass.
 ●    The Requisitioned Resolutions (Resolutions 16 to18 (inclusive)), proposed on
      behalf of MS Galleon GmbH ("MSG"), were not passed, with an average of 99.3
      per cent. of shareholders who voted, other than MSG, supporting the Board's
      recommendation and voting against these resolutions.

 

The full text of each resolution is contained in the notice of AGM which is
available on the Company's website http://www.toppstilesplc.com/
(https://protect-eu.mimecast.com/s/K6b7Cj2ZjSnnK2zH1JDdp/) .

 

Darren Shapland, Non-Executive Chairman of Topps, said:

 

"The Board would like to thank shareholders for the support received at
today's meeting.  We were pleased that shareholders supported the Board's
recommendations, with an average of 99.3 per cent. of shareholders who voted,
other than MSG, opposing the Requisitioned Resolutions.

 

"While we have always sought to maintain constructive engagement with MSG, the
Board has   also been clear that its responsibility is to act in the best
interests of Topps shareholders as a whole. We believe strongly that MSG's
proposals exposed Topps shareholders to a number of serious conflicts of
interest between MSG's role as a significant shareholder, supplier and
potential competitor to Topps.

 

"We welcome the strong support for the Board's position received today from
other shareholders and the Board will continue to engage with, and seek
constructive dialogue with, all shareholders."

 

Keith Down, Senior Independent Director of Topps, said:

 

"The Board has been unanimous in its rejection of the Requisitioned
Resolutions. We are pleased to have secured strong backing from other
investors at today's meeting and, in particular, we note the significant vote
of support received for the Chairman. We thank shareholders for their
engagement and support around the AGM and over the year."

 

The following table sets out the total number of votes cast for each
resolution. The 59 million shares held by MSG represent 36.4 per cent. of the
161 million shares voted in relation to Resolutions 16-18 (inclusive).

 

     RESOLUTION                                            VOTES FOR                VOTES AGAINST             VOTES TOTAL                WITHHELD

                                                           Number of votes  %       Number of votes  %        Number of votes  % of ISC  Number of votes
 1   Approval of the Company's annual report and accounts  160,040,089      99.99%  9,555            0.01%    160,049,644      81.37%    44,568
 2   Declaration of a final dividend                       160,073,003      99.99%  9,555            0.01%    160,082,558      81.39%    11,654
 3   Approval of the directors' remuneration report        93,069,570       58.15%  66,977,229       41.85%   160,046,799      81.37%    47,413
 4   Approval of the directors' remuneration policy        97,890,037       61.16%  62,156,763       38.84%   160,046,800      81.37%    47,412
 5   Re-election of Darren Shapland as a director          99,538,207       61.83%  61,447,151       38.17%   160,985,358      81.85%    38,854
 6   Re-election of Robert Parker as a director            160,027,231      99.98%  39,227           0.02%    160,066,458      81.38%    27,754
 7   Re-election of Stephen Hopson as a director           159,979,510      99.95%  86,948           0.05%    160,066,458      81.38%    27,754
 8   Re-election of Keith Down as a director               155,746,949      97.30%  4,316,157        2.70%    160,063,106      81.38%    31,106
 9   Re-election of Diana Breeze as a director             155,731,869      97.30%  4,322,937        2.70%    160,054,806      81.38%    39,406
 10  Re-election of Kari Daniels as a director             155,738,649      97.30%  4,316,157        2.70%    160,054,806      81.38%    39,406
 11  Appointment of Mazars LLP as auditor                  101,465,613      63.40%  58,582,656       36.60%   160,048,269      81.37%    45,943
 12  Authorisation of the auditor's remuneration           101,468,396      63.40%  58,579,204       36.60%   160,047,600      81.37%    46,612
 13  Approval of the Topps Tiles Plc 2023 Share Plan       97,720,086       61.05%  62,347,531       38.95%   160,067,617      81.38%    26,595
 14  Directors' authority to allot shares                  100,121,897      62.56%  59,910,119       37.44%   160,032,016      81.37%    62,196
 15  Short notice for meetings other than AGMs             101,244,997      63.26%  58,789,620       36.74%   160,034,617      81.37%    59,595
 Requisitioned Resolutions
 16  Removal of Darren Shapland as a director              60,403,225       37.51%  100,611,669      62.49%   161,014,894      81.87%    9,318
 17  Appointment of Lidia Wolfinger as a director          58,760,746       36.50%  102,247,641      63.50%   161,008,387      81.86%    15,825
 18  Appointment of Michal Bartusiak as a director         58,764,922       36.50%  102,243,465      63.50%   161,008,387      81.86%    15,825

 

Notes

 1.  Any proxy appointments which gave discretion to the Chairman have been
     included in the "votes for" total.
 2.  A "Vote Withheld" is not a valid vote in English law and was not counted in
     the calculation of the proportion of the votes "For" or "Against" a
     resolution.
 3.  As at the date of the AGM, the issued share capital of the Company was
     196,681,818 ordinary shares of 3.33 pence each. The total voting rights in the
     Company were 196,325,083.
 4.  MS Galleon GmbH, which, through its nominee, requisitioned resolutions 16-18
     inclusive, holds 58,569,649 shares in Topps, representing 29.8 per cent. of
     the Company's total voting share capital.

 

In addition, the Board notes that Resolutions 3 to 5 (inclusive) and 11 to 14
(inclusive) all ordinary resolutions, passed with a majority of less than 80
per cent, and that resolution 15, a special resolution, did not pass.

 

In accordance with provision 4 of the UK Corporate Governance Code (the
"Code"), the Board confirms that it is aware of the reasons that MSG voted
against Resolution 5, following the publication of the Requisitioned
Resolutions and its supporting statements.  MSG has voted in previous years
against the equivalent resolution to Resolution 14 and, as previously stated,
the Board is aware that some non-UK resident investors have a policy of not
supporting resolutions of this nature which, when passed, grant the Board
specific authorities to allot relevant securities without the need to seek
further shareholder approval.  Given this, the Board does not intend to take
any further action to consult with other shareholders in order to understand
the reasons behind the votes for Resolution 5 or 14.  In relation to
Resolutions 3, 4, 11, 12, 13 and 15, the Board confirms that it will consult
and engage with the relevant shareholders to understand and discuss their
views.

 

These results will shortly be available on the Company's website at
http://www.toppstilesplc.com/
(https://protect-eu.mimecast.com/s/K6b7Cj2ZjSnnK2zH1JDdp/)  and, in
accordance with Listing Rule 9.6.2, copies of the Resolutions that were passed
at the meeting and that do not constitute ordinary business at an annual
general meeting will be submitted to the National Storage Mechanism and will
shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

 

Capitalised terms used in this announcement have the meanings given to them in
the Company's announcement dated 6 January 2023, unless the context provides
otherwise.

 

The person responsible for arranging the release of this announcement on
behalf of the Company is Helen Evans, Company Secretary.

 

Enquiries:

 

 Topps Tiles Plc                  +44 (0) 116 282 8000

 Helen Evans, Company Secretary

 Citigate Dewe Rogerson           +44 (0) 20 7638 9571

 Kevin Smith/Ellen Wilton         toppstiles@citigatedewerogerson.com

 

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