RE: Vote17 Dec 2025 18:32
I have submitted another complaint to FCA regarding Cavendish
Dear Sir or Madam,
I am writing as a private shareholder of Tissue Regenix Group plc to raise a concern regarding the conduct of Cavendish Capital Markets Limited in its role as Independent Financial Adviser in connection with a Rule 9 waiver under the Takeover Code.
The Takeover Panel has confirmed to a fellow investor that it permitted the waiver on the basis of Cavendish’s opinion that the waiver was fair and reasonable and in the best interests of independent shareholders and the Company.
Given the determinative nature of this opinion, I am concerned about whether Cavendish’s assessment appropriately considered issues of independence, conflicts and minority shareholder protection, including:
• the treatment of shareholders providing irrevocable undertakings as “independent”;
• the substantive independence of those shareholders given historic or economic alignment with the controlling shareholder;
• the concentration of board influence, with half of the Board affiliated to the controlling shareholder; and
• the extent to which the position of dispersed retail shareholders was meaningfully considered.
I am not asking the FCA to adjudicate on the commercial merits of the transaction. Rather, I respectfully request that the FCA consider whether this matter raises any issues relevant to:
• the conduct and professional judgement of an Independent Financial Adviser;
• the robustness of independence assessments under the Takeover Code; and
• market confidence in minority shareholder protections.
I am happy to provide the Takeover Panel correspondence and relevant public disclosures if helpful.
Yours faithfully,
Kevin
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