TIDMTPT
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/ .
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 % Number % Number % of Number
of votes of votes of votes ISC of votes
------------------- ------------ ------- ------------ ------- ------------ ------- ----------
Approval
of the Company's
annual report
1 and accounts 160,040,089 99.99% 9,555 0.01% 160,049,644 81.37% 44,568
------------------- ------------ ------- ------------ ------- ------------ ------- ----------
Declaration
of a final
2 dividend 160,073,003 99.99% 9,555 0.01% 160,082,558 81.39% 11,654
------------------- ------------ ------- ------------ ------- ------------ ------- ----------
Approval
of the directors'
remuneration
3 report 93,069,570 58.15% 66,977,229 41.85% 160,046,799 81.37% 47,413
------------------- ------------ ------- ------------ ------- ------------ ------- ----------
Approval
of the directors'
remuneration
4 policy 97,890,037 61.16% 62,156,763 38.84% 160,046,800 81.37% 47,412
------------------- ------------ ------- ------------ ------- ------------ ------- ----------
Re-election
of Darren
Shapland
5 as a director 99,538,207 61.83% 61,447,151 38.17% 160,985,358 81.85% 38,854
------------------- ------------ ------- ------------ ------- ------------ ------- ----------
Re-election
of Robert
Parker as
6 a director 160,027,231 99.98% 39,227 0.02% 160,066,458 81.38% 27,754
------------------- ------------ ------- ------------ ------- ------------ ------- ----------
Re-election
of Stephen
Hopson as
7 a director 159,979,510 99.95% 86,948 0.05% 160,066,458 81.38% 27,754
------------------- ------------ ------- ------------ ------- ------------ ------- ----------
Re-election
of Keith
Down as
8 a director 155,746,949 97.30% 4,316,157 2.70% 160,063,106 81.38% 31,106
------------------- ------------ ------- ------------ ------- ------------ ------- ----------
Re-election
of Diana
Breeze as
9 a director 155,731,869 97.30% 4,322,937 2.70% 160,054,806 81.38% 39,406
------------------- ------------ ------- ------------ ------- ------------ ------- ----------
Re-election
of Kari
Daniels
10 as a director 155,738,649 97.30% 4,316,157 2.70% 160,054,806 81.38% 39,406
------------------- ------------ ------- ------------ ------- ------------ ------- ----------
Appointment
of Mazars
11 LLP as auditor 101,465,613 63.40% 58,582,656 36.60% 160,048,269 81.37% 45,943
------------------- ------------ ------- ------------ ------- ------------ ------- ----------
Authorisation
of the auditor's
12 remuneration 101,468,396 63.40% 58,579,204 36.60% 160,047,600 81.37% 46,612
------------------- ------------ ------- ------------ ------- ------------ ------- ----------
Approval
of the Topps
Tiles Plc
2023 Share
13 Plan 97,720,086 61.05% 62,347,531 38.95% 160,067,617 81.38% 26,595
------------------- ------------ ------- ------------ ------- ------------ ------- ----------
Directors'
authority
to allot
14 shares 100,121,897 62.56% 59,910,119 37.44% 160,032,016 81.37% 62,196
------------------- ------------ ------- ------------ ------- ------------ ------- ----------
Short notice
for meetings
other than
15 AGMs 101,244,997 63.26% 58,789,620 36.74% 160,034,617 81.37% 59,595
------------------- ------------ ------- ------------ ------- ------------ ------- ----------
Requisitioned Resolutions
Removal
of Darren
Shapland
16 as a director 60,403,225 37.51% 100,611,669 62.49% 161,014,894 81.87% 9,318
------------------- ------------ ------- ------------ ------- ------------ ------- ----------
Appointment
of Lidia
Wolfinger
17 as a director 58,760,746 36.50% 102,247,641 63.50% 161,008,387 81.86% 15,825
------------------- ------------ ------- ------------ ------- ------------ ------- ----------
Appointment
of Michal
Bartusiak
18 as a director 58,764,922 36.50% 102,243,465 63.50% 161,008,387 81.86% 15,825
------------------- ------------ ------- ------------ ------- ------------ ------- ----------
Notes
Any proxy appointments which gave discretion to the Chairman have
1. been included in the "votes for" total.
A "Vote Withheld" is not a valid vote in English law and was not
2. counted in the calculation of the proportion of the votes "For"
or "Against" a resolution.
As at the date of the AGM, the issued share capital of the Company
3. was 196,681,818 ordinary shares of 3.33 pence each. The total voting
rights in the Company were 196,325,083.
MS Galleon GmbH, which, through its nominee, requisitioned resolutions
4. 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/ 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
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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END
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