REG - Cake Box Holdings - Annual Report and Accounts

Cake Box HoldingsAnnouncement

18/08/2022 07:00

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RNS Number : 2134W  Cake Box Holdings PLC  18 August 2022

18 August 2022

 

Cake Box Holdings plc

 

(the "Company" or the "Group")

 

Annual Report and Accounts and Notice of AGM and Confirmation of Concert Party

 

Cake Box Holdings plc, the specialist retailer of fresh cream cakes, announces
that copies of its annual report and accounts for the year ended 31 March 2022
and notice of its annual general meeting (the "Notice of AGM") have been
posted to shareholders and are available to download from the Financials and
Documents section of the Company's website
https://investors.eggfreecake.co.uk/documents/

 

The annual general meeting ("AGM") will be held at 9.00 a.m. on 20 September
2022 at the Company's head office 20-22 Jute Lane, Enfield, Middlesex EN3 7PJ.

 

Defined terms used but not defined in this announcement have the meanings set
out in the Notice of AGM.

 

Resolution 13 in the Notice of AGM - Unlawful dividend rectification

 

As announced on 20 July 2022, during the end of year audit process, the Board
became aware of an issue concerning technical compliance with the Companies
Act 2006 in relation to past dividend payments.  Although there were
sufficient distributable reserves and cash held in the Group which could have
been distributed, dividends were declared at a time when the Group's holding
company itself, Cake Box Holdings plc, did not hold adequate distributable
reserves by reference to its last set of annual accounts.  The Group's
historic reported trading results and financial condition are entirely
unaffected.

 

Accordingly, in addition to the routine business proposed at the AGM, the
Notice of AGM contains a special resolution 13 in connection with the payment
of such historic dividends of the Company which were not compliant with the
technical requirements of the Companies Act 2006 (the "Ratification
Resolution"). The Ratification Resolution (which is proposed in four linked
parts), asks shareholders to:

 

(a)          approve the appropriation of the historic profits of the
Company to the Relevant Distributions concerned;

(b)          waive any and all claims which the Company has or may
have in respect of the payment of the Relevant Distributions against its
shareholders who appeared on the register of shareholders on the record date
for the Relevant Distributions (or personal representatives and their
successors in title of the estate of any deceased shareholders), such waiver
to be effected by way of the entry by the Company into the Shareholders' Deed
of Release;

(c)          treat any such release as being equivalent to the
Relevant Distribution that was originally paid and

(d)          waive any and all claims which the Company has or may
have against its directors and former directors and the personal
representatives (and their successors in title) of the estate of any deceased
directors and former directors in respect of the payment of the Relevant
Distributions, such waiver to be effected by way of the entry by the Company
into the Directors' Deed of Release.

 

The purpose of the Ratification Resolution is to put the Recipient
Shareholders, the Relevant Directors and Relevant Former Director into the
position in which they were always intended to be had the Relevant
Distributions been paid fully in accordance with the requirements of the 2006
Act.

 

The approach that the Company is proposing by way of the Ratification
Resolution is consistent with the approach taken by other public companies
whose shares are admitted to AIM (as well as the Main Market) and who have
also made distributions otherwise than in technical compliance with the 2006
Act.

 

 Related Party Transactions

 

The entry by the Company into the Directors' Deed of Release and consequential
waiver of any rights of the Company to make claims against the Relevant
Directors, the Relevant Former Director and the personal representatives (and
their successors in title) of the Relevant Former Director in respect of the
Relevant Distributions, constitutes a related party transaction (as defined in
the AIM Rules) as the Relevant Directors and the Relevant Former Director are
related parties for the purposes of the AIM Rules. Shore Capital, in its
capacity as nominated adviser to the Company, has confirmed that it considers
the entry into the Directors' Deed of Release and consequential waiver is fair
and reasonable insofar as the Shareholders are concerned.

 

In addition, the Company's entry into the Shareholders' Deed of Release and
consequential waiver of any rights of the Company to make claims against
Recipient Shareholders, constitutes a related party transaction (as defined in
the AIM Rules). This is because the Relevant Directors, the Relevant Former
Director and the Substantial Shareholders are considered as related parties
for the purposes of the AIM Rules as well as being shareholders in the
Company. Shore Capital, in its capacity as nominated adviser to the Company,
has confirmed that it considers the entry into the Shareholder Deed of Release
and consequential waiver in relation to the Relevant Directors, the Relevant
Former Director and the Substantial Shareholders is fair and reasonable
insofar as the Shareholders are concerned.

 

Confirmation of current concert party in accordance with the City Code on
Takeovers and Mergers (the "Takeover Code")

 

Following changes to the Company's shareholder register since its admission to
trading on AIM in June 2018 ("Admission"), including the reduction in the
holding of the Company's Chief Executive Officer, Mr Sukh Chamdal, the
Company and its advisers have agreed with the UK Panel on Takeover and Mergers
(the "Panel) that the concert party that currently exists amongst the
Company's shareholders consists of the persons set out below (the "Concert
Party").  As part of this process, it was agreed with the Panel that the
other persons who were shareholders in the Company immediately prior to
Admission are not deemed to be acting in concert with any members of the
Concert Party. Such persons include, amongst others, the Company's Chief
Operating Officer, Dr Jaswir Singh and Ms Kulwinder Kaur, the ex-spouse of Mr
Dass (ex-CFO of the Company).

 

As at 29 July 2022, being the last practicable date prior to this disclosure,
the Concert Party held 10,676,664 ordinary shares of the Company ("Ordinary
Shares"), representing approximately 26.69% per cent. of the Company's issued
share capital.  Should the Concert Party become interested in shares carrying
30 per cent or more of the voting rights of the Company it may result in an
obligation under Rule 9 of the Takeover Code to make a general offer for the
Company.

 

 Name                     Description of person              Ordinary Share Holding  % of issued share capital
 Mr Sukh Chamdal          CEO and founder of the Company     4,743,442               11.86%
 Mrs Santosh Chamdal      Spouse of Mr Chamdal               5,044,473               12.61%
 Mr Pardip Dass           Ex CFO of the Company              510,678                 1.28%
 Miss Roseline Babul      Closely connected to Mr Dass       21,000                  0.05%
 Ms Priya Chamdal         Close family member of Mr Chamdal  50,000                  0.125%
 Ms Poonum Chamdal        Close family member of Mr Chamdal  50,000                  0.125%
 Mr Chandan Chamdal       Close family member of Mr Chamdal  50,000                  0.125%
 Mr Shelinder Bhurji      Close family member of Mr Chamdal  50,796                  0.127%
 Mrs Cerina Bhurji        Close family member of Mr Chamdal  50,000                  0.125%
 Mrs Mohinder Kaur Ubhoo  Close family member of Mr Dass     30,000                  0.075%
 Mr Kuliraj Ubhoo         Close family member of Mr Dass     11,217                  0.028%
 Mr Daljit Talwar         Close family member of Mr Dass     0                       0.00%
 Mr Davinder Talwar       Close family member of Mr Dass     50,000                  0.125%
 Mrs Taswinder Uboo       Close family member of Mr Dass     15,058                  0.038%
 Total                                                        10,676,664             26.69%

 

 

 

For further information, please contact:

 

 Cake Box Holdings plc  Enquiries via MHP

 Sukh Chamdal, CEO      Communications

 David Forth, CFO

 Shore Capital          +44 (0) 20 7408 4090

 Stephane Auton

 Patrick Castle

 MHP Communications     +44 (0) 20 3128 8570

 Simon Hockridge

 Pete Lambie

 

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