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<\/div>\n\/\/<\/span> Topps said MSG had misled shareholders as it seeks support in its attempt to oust the retailer\u2019s chairman Darren Shapland<\/h6>\n\/\/ <\/span>Topps said MSG also planned to launch a retail business in the UK, which it said would be a \u201cmaterial conflict of interest\u201d<\/h6>\nTopps Tiles has accused one of its biggest shareholders of misleading other investors as its bitter boardroom battle continues.<\/span><\/p>\nIt said that MSG had been contacting shareholders individually \u201cwith information which contradicts previous statements made directly to Topps\u201d regarding MSG and its interest in the business.<\/span><\/p>\nMSG, which owns European tile manufacturer Cersanit, <\/span>last month requisitioned a vote to oust Topps Tiles chairman Darren Shapland and called for two new non-executive directors to be appointed.<\/span><\/p>\nTopps urged shareholders to vote against the resolutions on 18 January and said it had secured the support of key investors, with more than 41% committed to vote to re-appoint Shapland.<\/span><\/p>\nIt said: \u201cThe board believes that the proposed appointment of MSG\u2019s non-executive directors has the primary objective of aligning Topps\u2019 business and strategy to MSG\u2019s commercial objectives as owner of Cersanit, a manufacturer of tiles, and is therefore not in the best interests of the company and Topps\u2019 shareholders as a whole.<\/span><\/p>\n\u201cThe Topps board understands that MSG has been contacting certain Topps shareholders individually in an attempt to garner support for the requisitioned resolutions. Information provided to shareholders by MSG included a statement that it had recently discussed increasing its share of Topps\u2019 product purchases to 5%.<\/span><\/p>\n\u201cHowever, this statement is not an accurate representation of the entirety of those discussions and directly contradicts statements made by MSG to Topps.\u201d<\/span><\/p>\nTopps Tiles, which claims that it previously rejected MSG\u2019s proposal that it buy a greater proportion of its tiles from Cersanit, said that \u201con a number of occasions\u201d the investor had directly linked its level of equity holding in company with the level of supply that it wishes Topps to source from the firm.<\/span><\/p>\nSubscribe to Retail Gazette for free<\/strong><\/h5>\nSign up\u00a0here\u00a0to g<\/span>et the latest news straight into your inbox each morning<\/span><\/p>\nIt said that Lidia Wolfinger, one of the directors it wants to have a seat on Topps Tiles\u2019 board, requested on 25 November that it source 29.9% \u2013 equal to its level of equity in the firm \u2013 of products from Ceransit.<\/span><\/p>\nTopps said that when it reviewed opportunities to source products from Cersanit, it frequently concluded that the supplier was \u201cuncompetitive\u201d when compared with other manufacturers.<\/span><\/p>\nThe board said that \u201call sourcing should be conducted on an arms-length commercial basis\u201d.<\/span><\/p>\nIt added: \u201cA diverse global supply chain is a key source of competitive advantage for Topps and the board believes strongly that becoming overly reliant on a single supplier is not in the best interests of the company and its shareholders as a whole. \u201c<\/span><\/p>\nThe retailer also flagged that it believes that MSG is <\/span>planning to launch its Nexterio tile retail brand in the UK, which has more than 40 stores in Poland.\u00a0<\/span><\/p>\nTopps Tiles said this could potentially establish a direct competitor to its business and<\/span>\u00a0represented a \u201cfurther material conflict of interest\u201d.<\/span><\/p>\nThe tiles specialist said that its lack of compliance with MSG\u2019s requests, which have extended to sourcing, its board composition, and supporting MSG\u2019s own strategic plans for UK growth, have led its attempt to oust Shapland.<\/span><\/p>\nTopps highlighted that its current board was \u201cwell qualified and experienced\u201d and had helped steer the business through the pandemic and emerge in a stronger position.\u00a0<\/span><\/p>\nIt pointed out that it had posted two <\/span>consecutive record years of sales and significant market share gains.<\/span><\/p>\nShapland said: \u201cThe board continues to believe that these proposals would expose shareholders to a number of serious conflicts of interest and are not therefore in the interests of all shareholders of the company.\u00a0 <\/span><\/p>\n\u201cThe board welcomes the strong support received from other large shareholders who support the board\u2019s position in voting against the Requisitioned Resolutions at the AGM.\u201d<\/span><\/p>\n
Topps Tiles has accused one of its biggest shareholders of misleading other investors as its bitter boardroom battle continues.<\/span><\/p>\n It said that MSG had been contacting shareholders individually \u201cwith information which contradicts previous statements made directly to Topps\u201d regarding MSG and its interest in the business.<\/span><\/p>\n MSG, which owns European tile manufacturer Cersanit, <\/span>last month requisitioned a vote to oust Topps Tiles chairman Darren Shapland and called for two new non-executive directors to be appointed.<\/span><\/p>\n Topps urged shareholders to vote against the resolutions on 18 January and said it had secured the support of key investors, with more than 41% committed to vote to re-appoint Shapland.<\/span><\/p>\n It said: \u201cThe board believes that the proposed appointment of MSG\u2019s non-executive directors has the primary objective of aligning Topps\u2019 business and strategy to MSG\u2019s commercial objectives as owner of Cersanit, a manufacturer of tiles, and is therefore not in the best interests of the company and Topps\u2019 shareholders as a whole.<\/span><\/p>\n \u201cThe Topps board understands that MSG has been contacting certain Topps shareholders individually in an attempt to garner support for the requisitioned resolutions. Information provided to shareholders by MSG included a statement that it had recently discussed increasing its share of Topps\u2019 product purchases to 5%.<\/span><\/p>\n \u201cHowever, this statement is not an accurate representation of the entirety of those discussions and directly contradicts statements made by MSG to Topps.\u201d<\/span><\/p>\n Topps Tiles, which claims that it previously rejected MSG\u2019s proposal that it buy a greater proportion of its tiles from Cersanit, said that \u201con a number of occasions\u201d the investor had directly linked its level of equity holding in company with the level of supply that it wishes Topps to source from the firm.<\/span><\/p>\n Sign up\u00a0here\u00a0to g<\/span>et the latest news straight into your inbox each morning<\/span><\/p>\n It said that Lidia Wolfinger, one of the directors it wants to have a seat on Topps Tiles\u2019 board, requested on 25 November that it source 29.9% \u2013 equal to its level of equity in the firm \u2013 of products from Ceransit.<\/span><\/p>\n Topps said that when it reviewed opportunities to source products from Cersanit, it frequently concluded that the supplier was \u201cuncompetitive\u201d when compared with other manufacturers.<\/span><\/p>\n The board said that \u201call sourcing should be conducted on an arms-length commercial basis\u201d.<\/span><\/p>\n It added: \u201cA diverse global supply chain is a key source of competitive advantage for Topps and the board believes strongly that becoming overly reliant on a single supplier is not in the best interests of the company and its shareholders as a whole. \u201c<\/span><\/p>\n The retailer also flagged that it believes that MSG is <\/span>planning to launch its Nexterio tile retail brand in the UK, which has more than 40 stores in Poland.\u00a0<\/span><\/p>\n Topps Tiles said this could potentially establish a direct competitor to its business and<\/span>\u00a0represented a \u201cfurther material conflict of interest\u201d.<\/span><\/p>\n The tiles specialist said that its lack of compliance with MSG\u2019s requests, which have extended to sourcing, its board composition, and supporting MSG\u2019s own strategic plans for UK growth, have led its attempt to oust Shapland.<\/span><\/p>\n Topps highlighted that its current board was \u201cwell qualified and experienced\u201d and had helped steer the business through the pandemic and emerge in a stronger position.\u00a0<\/span><\/p>\n It pointed out that it had posted two <\/span>consecutive record years of sales and significant market share gains.<\/span><\/p>\n Shapland said: \u201cThe board continues to believe that these proposals would expose shareholders to a number of serious conflicts of interest and are not therefore in the interests of all shareholders of the company.\u00a0 <\/span><\/p>\n \u201cThe board welcomes the strong support received from other large shareholders who support the board\u2019s position in voting against the Requisitioned Resolutions at the AGM.\u201d<\/span><\/p>\nSubscribe to Retail Gazette for free<\/strong><\/h5>\n