Member Info for KJM100K

As mentioned by ronmacdonald Alice - alice.woodings@walbrookpr.com replied promptly to my query also - we can email Questions to her for the AGM

If you have a nominee account with them should be able to instruct them to vote against all resolutions on your behalf. That is what I have done with Lloyds

This is why we need to raise with FCA

We need to get some more energy going here - we are unlikely to ever see our investment amount to anything however this wasn’t a buy a lottery ticket and hope investment we were told profitability was within touching distance, we were told revenue was 28 million last year and growth was 8% after numerous quarters of double digit growth. Things have gone badly wrong but surely not so Wrong that Harwood take all or investment cheaply and easily let’s make them fight for it.

Ask number 1 - Vote No - if you hold in a Nominee account contact your broker and instruct them to vote - if you don’t get in touch with them they will automatically vote yes or abstain.

Ask number 2 - report to FCA using this link https://www.fca.org.uk/market-abuse-reporting-form - suggested templates posted previously.

Ask number 3 - shout about what’s happening to whoever you can think of - I’m using Twitter/x @kev.mchugh to ask questions of Harwood/Lombard Odier/FCA - the more angles we can try the better.

It won’t get our investment back but let’s not just roll over and let them have it easy

No optimism at all it’s gone but I for one don’t want Harwood capital to have it all for peanuts - they put Jay Lecoque in, Brian Phillips is a private client of theirs that’s 2 of the 4 Board members.

Not voting with the holding you say you have just makes it simple for them - don’t fight for your money that is gone, fight for some justice.

Trying my best through Twitter

A question to get out there :

Expanded Governance & Conflict-of-Interest Challenge

It is noted from the recent RNS that:

• Jay LeCoque is not classified as independent, due to his appointment by Harwood Capital.

• George Brian Phillips holds shares through a private client account connected to Harwood.

• These two directors make up 50% of the Board, meaning that half of the governing body has a direct affiliation or economic linkage to Harwood.

In the context of a proposal where Harwood Capital is the clear predominant beneficiary — via the CLN conversion and increased equity position — minority shareholders request clarity on the following governance-critical points:

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1. Decision-making independence

Please detail how the Board ensured that decisions relating to the CLN conversion, potential delisting and restructuring were made free from influence by Harwood-associated directors.

• Were Harwood-linked directors recused during key discussions or voting?

• Were decisions passed only with the approval of truly independent directors?

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2. Protection of minority shareholders

What formal mechanisms or safeguards were put in place to ensure that the interests of private, non-Harwood shareholders were represented and protected, given the Board’s composition and the concentration of influence?

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3. Independent fairness assessment

Was an external, independent fairness opinion or valuation obtained to assess whether the conversion terms, dilution effect and post-transaction capital structure are equitable to minority investors?

• If yes — will this be made publicly available before any vote?

• If not — why was such an assessment not commissioned?

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4. Board balance and conflicts

Does the Board accept that the current structure appears weighted towards a single shareholder whose interests may not align with the wider share base, and if so, what steps will be taken to reintroduce independence, transparency and minority representation before major structural change is enacted?

We need to drum up as much noise to vote against - the 5 major institutional investors taken from TRX website hold 52.42% so they need another 22.5% from somewhere - The Board only hold 290,000 shares - convenient that. They will be relying on abstentions due to people not knowing.

david ****e on twitter i’ve tweeted- he hasn’t replied to my tweet - don’t expect he will

Why these institutional holders are allegedly willing to vote yes when the only obvious beneficiary is Harwood is beyond me

Harwood Capital LLP

22.2%

Richard Sneller

14.4%

Lombard Odier Asset Management (Europe) Ltd.

11%

Richard Griffiths

6.42%

Aberdeen Group Plc

5.83%

Lexham Special Opportunities I LP

5.81%

Hargreaves Lansdown Asset Management Ltd.

5.76%

Ora Global Limited

4.49%

Bank Pictet & Cie (Europe) AG

3.51%

On Lloyd’s

If click on help, contact us online and send the an online form telling them you want to vote on AGM they will email you and you can vote No via email

I’ve just tweeted Richard Sneller asking him that same question will try and find Richard Griffith to ask him too. Jay Lecoque on Twitter I’ve tweeted Harwood and FCA also trying to agitate @kev.mchugh on Twitter/X

I’ve posted the FCA whistleblower link on a few of TRX Linked in posts asking if any of the Employees have anything to say mailto:whistle@fca.org.uk

I’ve submitted a complaint to the FCA

Re reading the RNS from 16/11 can’t believe Jay Lecoque can honestly believe he should be still in position

Sorry for numerous messages due to character count - AI can help do some heavy lifting for us I certainly understand my own situation (very bleak) more clearly after 30 mins on Chat GPT. No chance of ever seeing my investment back but I want to see some accountability for what has been done to us.

Area of Concern

Possible Regulatory Implication

Sudden and extreme dilution via CLN structure

Minority rights & fair treatment of shareholders

Timing & detail of RNS announcements

Adequacy of disclosure to the market

Delisting shortly after financing

Whether exit was foreseeable and not properly communicated

Value transfer to majority funders at expense of retail shareholders

Conduct & fairness obligations under issuer rules

Lack of sufficient consultation or alternatives presented

Fiduciary responsibility & governance pr

4. Why I believe this requires FCA attention

The combination of rapid dilution, restructuring, and delisting appears to have resulted in:

• Severe value destruction for retail shareholders

• Reduced transparency post-delisting

• Restricted ability to buy/sell shares or exit position

• Concentration of equity into the hands of lenders at potentially favourable terms

• Possible failure to disclose full financial precariousness prior to decisions being made

These events raise questions about whether market announcements were timely and complete, and whether actions taken were in line with fair treatment of investors.

5. Key dates / evidence submitted

(You can amend these)

• CLN Financing RNS — 04/12/2025

• Further funding / dilution announcements — (list dates)

• Delisting notice issued — (date)

• Last trade & suspension timeline — (date)

Supporting documentation attached:

• RNS announcements

• Portfolio evidence of share ownership

• Screenshots of trading access pre- and post-delisting

• Any board communications or circulars

6. Requested regulatory action

I respectfully ask the FCA to:

1. Review whether disclosure rules were complied with.

2. Assess whether minority shareholder interests were fairly treated.

3. Investigate whether the CLN process constituted avoidable value transfer.

4. Confirm whether governance and market integrity obligations were upheld.

I understand that this notification does not guarantee direct compensation, but I believe the potential regulatory issues are significant and merit investigation in the interest of market fairness.

Thank you for your attention. I am prepared to provide further information if required.

Yours faithfully,

[Your Name]

Private shareholder — Tissue Regenix Group plc

📄 FCA Report Template — Tissue Regenix Group plc (TRX)

Subject: Report of Potential Regulatory Breaches — Tissue Regenix Group plc (TRX)

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Dear FCA Primary Market Oversight Team,

I am submitting this report as a private shareholder in Tissue Regenix Group plc (TRX) to raise concerns regarding events surrounding the company’s recent financing structure, material dilution and delisting, and whether these actions may have breached FCA disclosure, fairness, and market integrity principles.

1. My details

Name:

Address: (optional if you prefer anonymity)

Email:

Phone:

Investor status: Private retail shareholder

Number of shares held: 160,000 (pre-dilution)

2. Company details

• Issuer: Tissue Regenix Group plc

• Market: AIM

• Ticker: TRX

• Sector: Regenerative medicine / medical devices

3. Summary of concerns

I believe the process by which Tissue Regenix:

1. entered into a Convertible Loan Note financing structure,

2. enacted significant shareholder dilution, and

3. subsequently delisted from AIM,

may have unfairly disadvantaged minority shareholders and warrants regulatory review.

The following issues appear potentially relevant:

What to expect — and realistic limits

• The FCA does not guarantee that they will launch an investigation — but they record and review all reports. 

• If a report is not submitted by an employee (whistleblower), the process may have less access to internal company data — so emphasis on public documents and clear evidence is more important.

• Even if the FCA investigates, outcomes (if any) may take many months or years. Regulatory action against public-company governance is complex.

• Submission does not guarantee that you (as a single retail shareholder) will receive any direct compensation; the FCA’s remit is regulation/enforcement, not restitution for individual investors (though findings could support legal or class-action claims).

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🎯 My Recommendation for Your Situation (with Tissue Regenix)

Since you have:

• concrete evidence (public announcements, RNS circulars of CLN raise, delisting notice)

• substantial shareholding (160,000) and thus potential investor harm

• reason to believe minority shareholders were disadvantaged

You should consider filing a report with the FCA’s “issuer complaint / market abuse / disclosure breach” form.

Make sure your submission is structured like:

• Who you are / your status (shareholder)

• What you allege (improper dilution, lack of pre-emption rights, insufficient disclosure, delisting designed to disadvantage minority holders)

• When it happened (dates)

• Why it was wrong / which regulatory principles may have been breached (fair treatment, disclosure requirements)

• Evidence (announcements, share-register history, suspension of trading, lack of liquidity, restated results)

This gives the FCA the best chance to take the matter seriously.

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If you like — I can draft a ready-to-copy complaint template (in Word-style plain text) for you to send to the FCA about Tissue Regenix.

What you should prepare before submitting a report

When reporting, the more concrete your evidence the better. Useful items to gather:

• The exact name of the issuer (Tissue Regenix Group plc, ticker TRX)

• Dates of announcements / events you believe are problematic (e.g. RNS announcements about CLN raise, share-issue, delisting notice)

• Copies or screenshots of the relevant announcements, circulars, public statements

• A clear description of what you believe went wrong (e.g. failure to give minority shareholders pre-emption rights; misleading financial statements; improper dilution; insufficient disclosure; failure to treat minority shareholders fairly) — the specific rule or regulatory standard you think was breached

• Evidence of shareholder impact: e.g. share price collapse, inability to trade after delisting, lack of information flow, lack of liquidity, structural changes you believe were unjustified

• Any correspondence you or other shareholders received (or didn’t receive) about the restructure / delisting / CLN raise

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📩 How to submit the report to FCA — step by step

1. Go to the FCA page for “Make a complaint against an issuer / Report a concern to the market abuse team.” 

2. Fill in the webform (or write a letter) giving as much detail as possible — issuer name, description of concern, dates, evidence.

3. Attach supporting documents (announcements, public disclosures, any proof you have).

4. Provide contact information (optional — if you do, you’ll get a case reference; if not, you can remain anonymous, but anonymity may limit follow-up). 

5. Optionally, send a brief covering letter/email to the FCA’s “Primary Market Oversight” or “Market Integrity / Market Abuse” team — address and contact details are published on their website. 

6. Keep records: note the date of submission, form or reference number, and back up all documents you provided.

If you prefer a non-online route, you can write formally to — for example —