Bid to oust Topps Tiles chairman launched by major shareholder

A major shareholder at Leicester-based Topps Tiles has launched a bid to oust the firm’s chairman.

Lynchwood Nominees, on behalf of MS Galleon, is looking to replace Darren Shapland, Topps’ non-executive chairman and director of the company, while at the same time install Lidia Wolfinger and Michael Bartusiak as non-executive directors.

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, when the firm bought a 4.1% share in the company. By November 2020, MSG had built its shareholding to 20%. In this initial phase, Cersanit was a minor supplier to Topps.

During 2021, MSG approached Topps regarding the potential appointment of an MSG representative to the Board, and a proposal that Topps should purchase a greater proportion of its tiles from Cersanit, something which Topps rejected.

MSG, through its nominee, voted against the re-appointment of Darren Shapland as chairman of Topps at the 2022 AGM. Since July 2022, MSG has increased its beneficial shareholding in Topps to 29.9%.

Shapland 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, added: “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.”

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