NEWCASTLE, United Kingdom–(BUSINESS WIRE)–Zytronic plc today confirms that the Board has received a requisition in respect of shares beneficially held by Tom Spain, to convene a Requisitioned General Meeting, which will be held on 1 October 2025. Tom Spain and clients of Henry Spain Investment Services Limited comprise the Company’s largest shareholder group with 19%.
The Board unanimously recommends shareholders VOTE AGAINST the Requisitioned Resolutions at the General Meeting on 1 October 2025:
The Board’s approved plan is clear: liquidate assets and return ALL cash to shareholders – receiving between 48p to 58p per share (estimated)
- Tom Spain’s proposal does NOT commit to a full return of cash to all shareholders.
- The Board believes the proposed investment alternative lacks credibility and is deficient in detail.
In February and May 2025, the wind-down and cash return strategy was overwhelmingly approved by shareholders, including Tom Spain and Glen Arnold (as a board member)
- Now Tom Spain and Glen Arnold seek to change the agreed strategy.
- The Requisitioned Resolutions seek to remove two current Non-Executive Directors and appoint Tom Spain and Glen Arnold as two new directors.
Requisitioning Shareholders have a track record of UNDERPERFORMANCE
The Board notes that the investment performance of the following funds managed by Henry Spain Investment Services Limited is as follows:
- Since inception (1/2015), Henry Spain Investment Services Limited’s AIM Portfolio Fund has underperformed the CBOE UK Small Companies index by 42.69%*. Managed by Tom Spain
- Since its inception (1/2023), Henry Spain Investment Services Limited’s UK Value Portfolio has underperformed the CBOE UK Small Companies index by 31.3%**. Managed by Glen Arnold
Every vote matters: The Board urges shareholders to participate and safeguard their returns.
Action Required:
Shareholders are encouraged to vote against the Requisitioned Resolutions either in person at the Requisitioned General Meeting or by appointing a proxy, with all proxy appointments to be received by 2:00 p.m. on 29 September 2025. Further details are available at https://www.zytronic.co.uk/plc.
The meeting will be held at 2:00 p.m. on 1 October 2025 at the offices of Ward Hadaway LLP, Sandgate House, 102 Quayside, Newcastle upon Tyne, NE1 3DX.
John Walter, Chair of Zytronic plc, commented:
“The Board’s priority is to protect the interests of all shareholders by returning all available cash following the sale of the Company’s assets. This course of action was unanimously agreed by the Board, including, Glen Arnold, who was a director at the time, and received overwhelming shareholder support earlier this year. The alternative proposals put forward by Tom Spain do not, in our view, provide certainty of outcome for all shareholders and risk material loss. Your participation in this vote is vital, by voting against the Requisitioned Resolutions, you can help ensure the agreed distribution of cash to all shareholders. Please do not abstain from voting, your vote matters.”
John Walter will provide a live investor presentation to discuss the Requisitioned Resolutions on Thursday 18 September at 2pm ahead of the upcoming general meeting. The presentation is open to all existing and potential shareholders.
The meeting can be accessed here: https://www.investormeetcompany.com/zytronic-plc/register.
Notes
*According to the information available on the website of Henry Spain Investment Services Limited at https://www.henryspain.co.uk/inheritance-tax/.
**According to the information available on the website of Henry Spain Investment Services Limited at https://www.henryspain.co.uk/uk-value-portfolio/.
Contacts
Camarco (PR)
Tom Huddart / Letaba Rimell
[email protected]
[email protected]
+44 7715 530 664
