Ricardo slams Science Group for "unwelcome" demands for board shake-up

(Alliance News) - Ricardo PLC on Friday hit back at Science Group PLC rejecting demands for ...

Alliance News 14 March, 2025 | 3:55PM
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(Alliance News) - Ricardo PLC on Friday hit back at Science Group PLC rejecting demands for boardroom change, which it called "self serving" and an "unnecessary distraction".

Mark Clare, chair of Ricardo, said: "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."

He said the demands are "entirely self-serving and a backdoor attempt to gain control of the company without paying a takeover premium."

Science Group is a Cambridge, England-based science, engineering and technology business that provides services to the medical, defence, industrial, food & beverage and consumer sectors.

Ricardo is a Shoreham By Sea, England-based environmental and engineering consultancy.

Science Group earlier said it now has a 15.2% stake in Ricardo. This is up from the 14.2% reported by Ricardo earlier this week. Science Group has been building a stake in Ricardo since February. On Friday, Science Group said it has paid an average of 230 pence per Ricardo share.

Earlier on Friday, Science Group said Ricardo shareholders "should hold the board to account" for "weak operational performance with inadequate focus on profitability and cash flow, excessive executive remuneration and ineffective governance".

Back in February, Science Group said its purchase of Ricardo shares was a "strategic investment", and it promised to "engage with the Ricardo board and its major shareholders".

Responding, Ricardo noted Science Group had called for the replacement of its chair and audit chair with Science Group representatives. Further, it has demanded the resignation of a further non-executive director.

Science Group has 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, Ricardo added.

Ricardo claimed by building its stake Science Group is "opportunistically" seeking to take advantage of the company's current low valuation and that its demands to replace board directors is "an attempt to gain control of the company without paying a takeover premium."

Ricardo said it was an "unwelcome intervention" at a time when the firm is working on implementing its strategy.

"The board is therefore concerned that Science Group's actions will inevitably provide an unnecessary distraction from these efforts," it added.

Further, Ricardo said if the demands were met, its board may become non-compliant with both provision 11 of the UK Corporate Governance Code, which requires at least half the board excluding the chair to comprise independent directors, and with provision 9, which requires that a chair 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," it said.

Ricardo said Science Group had used similar tactics in connection with its takeover of TP Group PLC which completed in 2023.

Ricardo claimed Science Group then oversaw a collapse in the company's share price prior to pursuing a takeover at a discounted price.

Shares in Ricardo were 4.5% higher at 236.20 pence each in London on Friday afternoon. Science Group were trading down 0.5% at 422.75p each.

By Jeremy Cutler, Alliance News reporter

Comments and questions to newsroom@alliancenews.com

Copyright 2025 Alliance News Ltd. All Rights Reserved.

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Securities Mentioned in Article

Security Name Price Change (%) Morningstar
Rating
Science Group PLC 425.00 -
Ricardo PLC 226.00 -

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