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Topps Tiles urges investors not to oust chairman as boardroom row continues

Topps Tiles has accused one of its top shareholders of misleading other investors with contradictory statements ahead of a crunch boardroom vote.

MS Galleon, which owns 29.9% of the tile retailer, last month requisitioned a vote to oust Topps’ chairman Darren Shapland and called for two new non-executive directors to be appointed.

The key annual general meeting is set to take place on January 18.

On Friday, Topps urged shareholders to support the reappointment of former Carpetright chief Mr Shapland, who joined the firm’s board in 2015.

It claimed that over 41% of Topps shareholders have said they will back the current chairman.

Topps said that MS Galleon (MSG) has contacted other shareholders in the company ahead of the meeting “with information which contradicts previous statements made directly to Topps” regarding MSG and its interest in the business.

It said that MSG has previously sought that Topps increase its supply from Cersanit, the tile manufacturer owned by MSG.

The group added that Lidia Wolfinger, who MSG has asked to be appointed as a non-executive director, has argued the company should source 29.9% of its tiles from Cersanit as a result of MSG’s shareholding.

Topps also claimed that MSG is considering the launch of its Nexterio tile retail brand in the UK, arguing that this would “create a further material conflict of interest”.

Mr Shapland said: “The 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.

“The board welcomes the strong support received from other large shareholders who support the board’s position in voting against the requisitioned resolutions at the AGM.”

Keith Down, senior independent director of Topps, said: “The board has unanimously rejected these resolutions which it does not believe are in the best interests of the company and its shareholders as a whole.

“MSG is attempting to remove the chairman, who has been leading communications with MSG on behalf of the board, to allow it to increase its control over the business.”