FOR
IMMEDIATE RELEASE
THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Ricardo plc ("Ricardo" or the "Company")
Response to Science Group plc ("Science
Group")
The Board of Ricardo (the "Board")
notes the announcement made by Science Group on 14 March 2025
confirming it holds shares representing approximately 15.2% of
Ricardo's entire issued share capital.
The Board announces that it has
previously received a written proposal from Science Group,
demanding the following changes to the Board of Ricardo:
· Replacement of the Company's chairman with an executive
chairman nominated by Science Group;
· Replacement of the current Chair of the Audit Committee with a
non-executive director also nominated by Science Group;
and
· Resignation of a further (unspecified) non-executive director
from the Board, either in the near term or at the Company's next
annual general meeting.
Science Group has also made clear
that, if its demands are not met, it intends to requisition a
general meeting of the Company to seek shareholder support for the
above changes.
Science Group has acquired its
shareholding in Ricardo over the last four weeks at a time when the
share price has been at around a 15 year low. The Board believes
that Science Group is opportunistically seeking to take advantage
of the Company's currently low valuation and that its demands to
replace identified Board directors is an attempt to gain control of
the Company without paying a takeover premium.
This unwelcome intervention by
Science Group comes at a time when Ricardo is hard at work on
implementing its strategy to simplify its operations and accelerate
its transition to focus on environmental and energy transition
solutions. The recent acquisition of E3 Advisory and the
disposal of Ricardo Defense demonstrate clear execution against
this strategy and we continue to work on accelerating the next
phase of this transformation. In parallel, the Company
continues to explore all options to improve efficiency and reduce
costs to increase the Company's profitability, building on the
progress made in H1 2024/25. The Board is therefore concerned that
Science Group's actions will inevitably provide an unnecessary
distraction from these efforts.
Furthermore, the Board notes that if
Science Group's demands were to be met, the Board of Ricardo may
become non-compliant with both provision 11 of the UK Corporate
Governance Code, which requires at least half the Board excluding
the chairman to comprise independent directors, and with provision
9, which requires that a chairman is independent on
appointment.
The Board therefore considers that,
for a range of reasons, Science Group's proposal is contrary to the
interests of Ricardo's other shareholders and, accordingly,
unanimously rejects Science Group's demands.
The Board also notes that Science
Group adopted similarly aggressive tactics in connection with its
takeover of TP Group plc which completed in 2023. In that case,
Science Group built an initial stake in the target company's
shares, requisitioned a hostile general meeting to replace two
directors and, having taken control, then oversaw a collapse in the
company's share price prior to pursuing a takeover at a price which
was approximately 40% lower than the prevailing share price had
been when Science Group announced the acquisition of its initial
stake. In 2019, Science Group also employed similar tactics at
Frontier Smart Technologies Group Limited when it replaced a number
of board directors with its own nominees prior to its subsequent
takeover of the company.
Ricardo shareholders are advised to
take no action at this time. A further announcement will be made in
due course, as appropriate.
Mark Clare, Chairman of Ricardo,
said:
"The Board considers Science Group's demands to replace 3
directors on the Board of Ricardo with 2 Science Group appointees
to be entirely self-serving and a backdoor attempt to gain control
of the Company without paying a takeover premium.
"The Board has strong confidence in Ricardo's plan, with
record H1 order intake underpinning the prospects for our Energy
and Environment business. The Board looks forward to realising the
value of all the actions we have taken to focus and grow the
Company for the benefit of all Ricardo
shareholders.
"The Ricardo Board sees absolutely no merit in the demands
made by Science Group and unanimously urges Ricardo shareholders to
join the Board in rejecting them."
|
Investor and media relations
|
|
Ricardo plc
|
Graham Ritchie
Judith Cottrell
|
Tel 01273 455 611
|
|
SEC Newgate
|
Bob Huxford
Ian Silvera
|
Tel 020 7680 6882
Ricardo@secnewgate.co.uk
|
This announcement has been issued by,
and is the sole responsibility of Ricardo plc. This announcement
contains inside information as defined under assimilated Regulation
(EU) No. 596/2014 which is part of the laws of the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018 (as
amended).
The person responsible for arranging
the release of this announcement on behalf of Ricardo is Harpreet
Sagoo (Group General Counsel and Company Secretary).
About Ricardo
plc
Ricardo plc is a global strategic, environmental, and
engineering consulting company, listed on the London Stock
Exchange. With over 100 years of engineering excellence and close
to 3,000 employees in more than 20 countries, we provide
exceptional levels of expertise in delivering innovative
cross-sector sustainable outcomes to support energy transition and
scarce resources, environmental services, together with safe and
smart transport solutions. Our global team of consultants,
environmental specialists, engineers, and scientists support our
customers to solve the most complex and dynamic challenges to help
achieve a safe and sustainable world.
Visit https://www.ricardo.com/en
