REG - Chill Brands Group - Notice of AGMs & Share Capital Reorganisation

Chill BrandsAnnouncement

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RNS Number : 1724B  Chill Brands Group PLC  20 April 2026

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION
11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310.

 

20 April 2026

 

Chill Brands Group plc

("Chill Brands" or the "Company")

 

Notice of Annual General Meetings and Proposed Share Capital Reorganisation

 

Chill Brands Group Plc (LSE: CHLL) hereby gives notice that the following two
general meetings will be held on Wednesday, 13 May 2026 at the National
Liberal Club, 1 Whitehall Place, London, SW1A 2HE.

Reconvened Annual General Meeting 2024

The Reconvened Annual General Meeting 2024 (the "Reconvened 2024 AGM") will be
held at 10.00 a.m. on Wednesday, 13 May 2026. The Reconvened 2024 AGM is a
continuation of the Annual General Meeting of the Company held on 30 September
2024, which was adjourned in respect of Resolutions 2 to 4 of that meeting.
Those resolutions relate to the receipt and approval of the Company's audited
annual report and accounts for the financial year ended 31 March 2024
(published 23 June 2025) and approval of the directors' remuneration report
and remuneration policy for that year.

Annual General Meeting 2025

The Annual General Meeting 2025 (the "2025 AGM") will be held at 10.15 a.m. on
Wednesday, 13 May 2026 (or immediately following the conclusion of the
Reconvened 2024 AGM, whichever is the later). The 2025 AGM will consider the
Company's audited annual report and accounts for the 18-month period ended 30
September 2025 (published 30 January 2026), together with a number of routine
and non-routine resolutions including the appointment of RPG Crouch Chapman
LLP as auditors, the re-election of Callum Sommerton as a director, and the
renewal of the directors' share allotment and pre-emption disapplication
authorities.

Proposed Share Capital Reorganisation

The Board is proposing a share capital reorganisation (the "Capital
Reorganisation"), which will be sought by Resolution 7 of the 2025 AGM. The
Capital Reorganisation is proposed in order to restore the Company's ability
to raise capital by issuing new shares for cash at market price. Under the
Companies Act 2006, shares cannot be issued at a price below their nominal
value. The current share price of approximately 0.5 pence is below the current
1 pence nominal value per share, which prevents the Company from issuing new
shares at market price.

The Capital Reorganisation will be effected in three steps as follows,
expected to take effect on the business day following the passing of
Resolution 7 (provided Resolution 11 is also passed at the same meeting):

 ·             Step 1 (Issue): The Board will issue the minimum number of new ordinary shares
               of 1 pence each required (being no more than 9 shares) to ensure that the
               total number of ordinary shares in issue is exactly divisible by 10.
 ·             Step 2 (Consolidation): Every 10 ordinary shares of 1 pence each will be
               consolidated into 1 consolidated share of 10 pence each, giving 52,292,682
               consolidated shares.
 ·             Step 3 (Sub-division): Each consolidated share of 10 pence will be sub-divided
               into: (i) 1 new ordinary share of 0.1 pence each (a "New Ordinary Share"),
               carrying the same rights as the existing ordinary shares; and (ii) 1 deferred
               share of 9.9 pence each (a "Deferred Share"), which will carry no voting
               rights, no right to receive dividends and no meaningful right to participate
               in a return of assets on a winding up, and will not be admitted to trading.

 

Following the Capital Reorganisation, the Company's issued ordinary share
capital will comprise 52,292,682 New Ordinary Shares of 0.1 pence each. The
New Ordinary Shares are expected to trade at approximately 5 pence (based on
the current market value, which is subject to change), reflecting the 10:1
consolidation ratio applied to the existing share price. The reduction in
nominal value from 1 pence to 0.1 pence per share will remove the current
constraint on the Company's ability to issue new shares at market price and
give the Board the flexibility it needs to raise capital efficiently.

Shareholders holding existing ordinary shares who hold a number of shares not
exactly divisible by 10 at the record date for the Capital Reorganisation will
be left with a fractional entitlement. Any such fractions will be aggregated
and sold in the market by the Directors in accordance with the Company's
Articles of Association, with the proceeds retained for the benefit of the
Company.

The Capital Reorganisation is conditional on the passing of Resolution 7 at
the 2025 AGM. Resolution 11 seeks approval to amend the Company's Articles of
Association to define the rights attaching to the Deferred Shares and is also
conditional on Resolution 7 being passed. The steps of the Capital
Reorganisation will not take effect unless both Resolution 7 and Resolution 11
are passed at the 2025 AGM.

Documents

A circular to shareholders comprising the Chairman's letter, the Notice of
Reconvened Annual General Meeting 2024 and Notice of Annual General Meeting
2025 (together with notes), and separate proxy forms for each meeting (the
"Circular") has today been posted to shareholders. A copy of the Circular is
available on the Company's website at
www.chillbrandsgroup.com/investor-relations/corporate-documents/.

Action to be Taken

Whether or not shareholders intend to attend either meeting, they are strongly
encouraged to appoint the Chairman of the meeting as their proxy and submit
their voting instructions as soon as possible and in any event by no later
than 10.00 a.m. on Monday, 11 May 2026, being 48 hours before the time
appointed for the Reconvened 2024 AGM (excluding weekends and bank holidays).

Shareholders may submit their proxy votes online at
www.shareregistrars.uk.com, by returning the enclosed proxy form by post to
Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey
GU9 7XX, or, in the case of CREST members, through the CREST electronic proxy
appointment service. Full details are set out in the Notes to the Notice of
General Meetings contained in the Circular.

Expected Timetable

 Posting of Circular and proxy forms                                             20 April 2026
 Latest time and date for receipt of proxy forms                                 10.00 a.m. on 11 May 2026
 Record Date for the Meetings                                                    10.00 a.m. on 11 May 2026
 Reconvened Annual General Meeting 2024                                          10.00 a.m. on 13 May 2026
 Annual General Meeting 2025                                                     10.15 a.m. on 13 May 2026
 Capital Reorganisation effective date (subject to passing of Resolutions 7 and  14 May 2026
 11)
 Commencement of dealings in New Ordinary Shares                                 To be confirmed

All times refer to London time. The above dates are indicative only and
subject to change. A further announcement will be made once the timetable for
the Capital Reorganisation has been confirmed with the London Stock Exchange
and new ISINs for the New Ordinary Shares and Deferred Shares have been
assigned.

 

-ENDS-

 

Enquiries:

 Chill Brands Group plc                                  contact@chillbrandsgroup.com

 Harry Chathli, Chairman                                 +44 (0)20 4582 3500

 Callum Sommerton, CEO
 Allenby Capital Limited (Financial Adviser and Broker)  +44 (0) 20 3328 5656

 Nick Harriss / Nick Naylor (Corporate Finance)

 Kelly Gardiner / Lauren Wright (Equity Sales)

About Chill Brands Group

Chill Brands Group plc (LSE: CHLL) is a brand commercialisation company
serving UK consumer brands across physical and digital channels. Through Chill
Connect, the Company operates a national field sales team providing
direct-to-store distribution, brand advisory and route-to-market services to
brands seeking to expand their presence in the independent convenience and
retail sector. Through Chill.com, the Company operates a digital editorial
platform providing brands with audience access, content marketing and
affiliate commercialisation. The Company also owns the Chill.com domain name,
independently appraised at a material value. Chill Brands is listed on the
Main Market of the London Stock Exchange.

Publication on website

A copy of this announcement is also available on the Group's website at
http://www.chillbrandsgroup.com

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