REG - Naked Wines PLC - Update on RABB Buyback & Launch of Share Buyback

Naked WinesAnnouncement

Tue 16:00

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RNS Number : 9539X  Naked Wines PLC  24 March 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018

 

Naked Wines plc

('Naked Wines' or the 'Company' or the 'Group')

 

Update on RABB Buyback & Launch of Share Buyback

 

24 March 2026

 

Following the launch announcement on 23 March 2026 of a share buyback via
Reverse Accelerated Bookbuild ("RABB Buyback") to purchase ordinary shares of
7.5 pence each in the capital of the Group ("Ordinary Shares") up to a maximum
aggregate consideration of £1 million, Naked Wines announces that due to
insufficient demand around the current share price within the parameters given
at the Group's September 2025 Annual General Meeting ("AGM"), the Company will
instead initiate and commence a standard Share Buyback Programme up to a
maximum aggregate consideration of £1 million (the "Maximum Amount"). These
share buyback mechanisms are being enacted in order to further enhance
shareholder returns.

 

Naked Wines has entered into a non-discretionary arrangement with Panmure
Liberum Limited ("Panmure Liberum") to conduct the Share Buyback Programme on
its behalf starting from 25 March 2026. Under these arrangements, Panmure
Liberum will make trading decisions in relation to the buyback of the Group's
ordinary shares of 7.5 pence each independently of the Group within the
programme terms and pre-set parameters.

 

In line with the authority given at the 2025 AGM, the maximum price per
Ordinary Share (exclusive of expenses) may not exceed the higher of 105 per
cent of the average middle market quotations for an Ordinary Share, as derived
from the London Stock Exchange Daily Official List, for the five business days
immediately preceding the day on which the Ordinary Share is purchased; an
amount equal to the higher of the price of the last independent trade of an
ordinary share; and the highest current independent purchase bid for an
ordinary share on the trading venue where the purchase is carried out at the
relevant time, including when shares are traded on different venues.

 

All Ordinary Shares repurchased by the Group under the Share Buyback Programme
will be held in treasury. Shares held in treasury do not carry voting rights
and do not participate in dividends.

 

Share purchases under the Share Buyback Programme will continue to take place
in open market transactions and may be made from time to time depending on
market conditions, share price and trading volumes. The Share Buyback
Programme will be effected under the authority granted by shareholders at the
Company's AGM to purchase a maximum of 7,400,413 Ordinary Shares, under which
authority to purchase 2,942,192 Ordinary Shares remains.

 

Shareholders should be aware that given all Ordinary Shares repurchased by the
Group under the Share Buyback Programme will be held in treasury, and given
the Share Buyback Programme may on any given trading day represent a
significant portion of the daily traded volume in the Group's Ordinary Shares
on the London Stock Exchange, and the Group expects daily volumes to exceed
25% of the average daily traded volume on the London Stock Exchange.
Accordingly, the Group will not benefit from the exemption contained in
Article 5(1) of MAR.

 

Outside of the above, the Share Buyback Programme will be conducted in
accordance with the other safe harbour parameters as prescribed by MAR insofar
as possible. The Group has authorised the Share Buyback Programme to commence
from today and will continue until the earlier of: the date on which the
Maximum Amount payable by the Company has been reached, or the date of the
Company's next Annual General Meeting, expected to be held in August or
September 2026.

 

Any market purchase of Ordinary Shares pursuant to the Share Buyback Programme
will be announced no later than 7:30am (UK time) on the business day following
the day on which the purchase occurred.

 

The Group confirms that it currently has no unpublished price sensitive
information.

 

Ongoing capital distributions policy

 

The Company's aim with regards to ongoing capital distributions is to return
up to 50% of adjusted EBITDA excluding inventory liquidation costs or the
increase in net cash (excluding shareholder distributions), whichever is
lower, subject to the Board's assessment of the Group's financial position,
liquidity requirements and investment opportunities.

 

Consistent with previous communications, the Company also intends to return
additional capital through ad hoc share buybacks over and above this as the
Board judges to be in the interests of the Company and its shareholders, which
includes the ad hoc benefit driven by reduction in inventory. This buyback
announced today is an additional ad hoc distribution, separate to the
Company's ongoing capital distribution policy that has, and will continue to,
be applied.

 

The Board will continue to keep capital allocation under review and will
update shareholders as appropriate.

 

Enquires:

 

 Naked Wines plc                               IR@nakedwines.com (mailto:IR@nakedwines.com)

 Rodrigo Maza, Chief Executive Officer

 Dominic Neary, Chief Financial Officer

 Catherine Miles, Investor Relations

 Panmure Liberum (NOMAD and Broker)            Tel: 0203 100 2222

 Ed Thomas / John More / Dru Danford

 Vigo Consulting (Financial PR)                Tel: 0207 390 0230

 Tim McCall / Guy Scarborough / Damian Reece

 

About Naked Wines

 

Naked Wines (https://www.nakedwines.co.uk/)  is not just an online wine
retailer; we're trailblazers on a mission to enable enthusiastic wine drinkers
to enjoy great wine without the guesswork.

Founded in 2008, on the pillars of quality, choice and fair pricing, we set
out to create the most inclusive wine club in the world - dedicated to
transforming the wine-buying experience and empowering people to make their
own wine choices, and championing world-class independent winemakers. We've
proudly been delivering outstanding wines to our customers (who we call
Angels) for over 16 years.

 

Our business model is simple yet innovative: Naked Wines funds the production
costs for winemakers upfront, allowing them to focus on creating exceptional
wines without the financial burdens of traditional wine production, while
passing the resulting savings back to our customers.

 

The virtuous circle is a win-win for both wine lovers and winemakers, and
enables us to deliver superior benefits to our customers:

 

- Better quality wine

- More choice

- Personalised wine recommendations

- Elimination of guesswork and uncertainty

- Fair payments for all involved

 

Our Angel customers in the UK, US and Australia have direct access to over 300
world-class independent winemakers and over 2,500 quality wines from 23
countries.

 

For more information visit nakedwinesplc.co.uk
(https://www.nakedwinesplc.co.uk/)  and nakedwines.co.uk
(http://nakedwines.co.uk/)  or find us @nakedwines
(https://www.instagram.com/nakedwines)

 

Important Notices

 

The information contained within this Announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(Regulation 596/2014) as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018. Upon the publication of this
Announcement via a Regulatory Information Service, this inside information is
now considered to be in the public domain.

 

Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated
in the United Kingdom by the FCA, is acting as nominated adviser and broker
exclusively for Naked Wines and no one else in connection with the matters set
out in this announcement and will not regard any other person as its client in
relation to the matters set out in this announcement and will not be
responsible to anyone other than Naked Wines for providing the protections
afforded to clients of Panmure Liberum, nor for providing advice in relation
to the contents of this announcement or any other matter referred to herein.
Neither Panmure Liberum nor any of its subsidiaries, branches or affiliates
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Panmure Liberum in connection with this
announcement, any statement contained herein or otherwise or any transaction,
arrangement or other matter referred to herein.

 

Neither Panmure Liberum nor any of its affiliates nor any of their respective
directors, officers, employees, advisers or agents accepts any responsibility
or liability whatsoever for, or makes any representation or warranty, express
or implied, as to, the truth, accuracy or completeness of the information in
this announcement (or whether any information has been omitted from the
announcement) or any other information relating to Naked Wines, whether
written, oral or in a visual or electronic form, and howsoever transmitted or
made available or for any loss howsoever arising from any use of this
announcement or its contents or otherwise arising in connection therewith.

 

All times referred to are London, UK, time unless otherwise stated.

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