Topps Tiles PLC Result of AGM (1670N)

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                     [phone] 
 
   Helen Evans, Company Secretary 
 Citigate Dewe Rogerson              [phone] 
 Kevin Smith/Ellen Wilton            [e-mail] 
 

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