Business
Requisition of General Meeting of TP Group plc
Requisition of General Meeting of TP Group plc.
About this update from Science Group Plc
[{"type":"text","content":"\n \n \n \n RNS Number : 1996Q\n Science Group PLC\n 26 October 2021\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n 26 October 2021\n \n \n \n \n \n \n \n \n Science Group plc\n \n \n \n \n \n Requisition of General Meeting of TP Group plc\n \n \n \n \n \n \n \n \n During August, Science Group acquired a shareholding in TP Group plc (\"TP Group\") which was progressively increased to its current level of 211,225,890 shares, equivalent to approx. 27.1% of the voting share capital. In parallel, Science Group sought to engage with TP Group with a view to potentially making an offer at 6.5 pence per share or alternatively making a strategic investment. The TP Group Board refused to engage in respect of an offer citing that the approach was not fully funded. While Science Group believes that this excuse had no objective merit, it had the effect of avoiding the release of due diligence information which was a necessary pre-condition for any potential offer to proceed. As a result, Science Group terminated discussions in relation to its potential offer on 3 September 2021 and TP Group shareholders were denied a potential liquidity event at a substantial premium. The TP Group share price has subsequently fallen significantly below the potential offer price.\n \n \n \n \n \n On 16 August 2021, Science Group requisitioned a general meeting (\"General Meeting\") of TP Group. This was held on 1 October 2021. Despite a vociferous defence by the TP Group Board, supported by an array of advisors effectively paid for by TP Group shareholders, the outcome of the General Meeting was a clear 57/43% vote in favour of the Science Group proposed resolutions and against the TP Group Board. The Chairman and a non-executive director of TP Group resigned. The two Science Group nominated directors should have been appointed to the Board at the end of the General Meeting, in accordance with the resolutions approved by a clear majority of shareholder votes.\n \n \n \n \n \n The remaining directors of TP Group appointed Mr Philip Holland as Chairman on 30 September 2021, one day before the General Meeting. Despite the unequivocal vote of TP Group shareholders, TP Group then delayed confirming the appointment of the new directors and implementing the legitimate conclusio...