A shareholder at Topps Tiles is pushing for the firm to remove a director of the company from office, as well as ejecting him from the position of non-executive chairman.
It is proposed by Lynchwood Nominees Limited, on behalf of MS Galleon (MSG), that Darren Shapland be replaced, while Lidia Wolfinger and Michael Bartusiak be appointed as non-executive directors of the company.
MSG currently holds approximately 29.9% of Topps Tiles’ voting share capital.
The Board however does not consider the proposals to be in the best interests of the Leicester-based company and its shareholders, saying it intends to recommend that shareholders vote again the Requisitioned Resolutions at the business’s AGM.
MSG owns Cersanit, a major European producer of tiles, in addition to having a range of home improvement and tile retailing interests, primarily in the Polish market.
Topps first received a notification of shareholding from MSG in May 2020, stating that MSG had a 4.1% beneficial interest in the voting share capital of Topps. By November 2020, MSG had built its shareholding to 20%. At this time, Cersanit was a minor supplier to Topps.
In 2021, MSG approached Topps regarding the potential appointment of an MSG representative to the Board, and proposed that Topps should purchase a greater proportion of its tiles from Cersanit. Topps rejected these plans.
Subsequently, MSG voted against the re-appointment of Darren Shapland as chairman of Topps at the 2022 annual general meeting. Since July 2022, MSG has increased its beneficial shareholding in Topps to 29.9% of the company’s voting share capital.
Darren Shapland, non-executive chairman of Topps, said: “The Board strongly rejects these proposals, which it believes expose a clear conflict of interest between MSG’s objectives for Cersanit and the interests of all Topps shareholders. The Board welcomes the support received from our other largest shareholders, who have confirmed their intention to vote against the Requisitioned Resolutions at the AGM.”
Keith Down, senior independent director of Topps, said: “The Board unanimously rejects these resolutions which it does not consider to be in the best interests of the company and its shareholders as a whole. In proposing a resolution to remove the chairman, who has led communications with MSG on behalf of the Board, MSG is seeking simply to strengthen its own position.”
