REG - Naked Wines PLC - Launch of Share Buyback via RABB

Naked WinesAnnouncement

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RNS Number : 5821X  Naked Wines PLC  23 March 2026

23 March 2026

 

Naked Wines plc

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

 

Launch of Share Buyback via Reverse Accelerated Bookbuild

 

Naked Wines is pleased to announce the launch 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 (the "Maximum Amount"). This RABB
Buyback is in line with the Company's publicly stated capital allocation
policy, and follows the £1m buyback completed in early March 2026. It
reflects the Board's view that shares will be purchased at prices well below
their intrinsic value, thereby increasing intrinsic value per share for all
remaining shareholders.

 

Naked Wines has entered into an arrangement with Panmure Liberum Limited
("Panmure Liberum"), to conduct the RABB Buyback on its behalf starting from
today, pursuant to which Panmure Liberum will purchase, as principal up to the
Maximum Amount.

 

The RABB Buyback will commence immediately following this announcement and
will be closed at 16:35 (BST) on 23 March 2026 (or other such time as the
Company and Panmure Liberum agree). The final number of Ordinary Shares to be
purchased, together with the purchase price will be agreed at the close of the
RABB Buyback at the sole discretion of the Company and Panmure Liberum, but no
more than as set out in the authority given at the 2025 AGM, under which
authority to purchase 2,942,192 remains.  The results of the RABB Buyback
will be announced as soon as practicable thereafter. To the extent that the
RABB Buyback is oversubscribed, orders will be scaled back (whether on a pro
rata basis or otherwise) at the sole discretion of the Company and Panmure
Liberum.

 

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.

 

CREST Shareholders wishing to sell Ordinary Shares as part of the RABB Buyback
should inform their broker to contact Panmure Liberum before 16:35 (BST) on 23
March 2026.

 

For logistical reasons, the RABB Buyback is not being made available to
shareholders who hold their Ordinary Shares in certificated form.

 

Purchase of the Company's Ordinary Shares pursuant to the RABB Buyback will
take place following announcement of the result of the RABB Buyback, expected
on or around 24 March 2026.

 

All Ordinary Shares purchased under the RABB Buyback shall be classified as
shares held in treasury. Such treasury shares have no voting rights at the
Company's general meetings.

 

Subject to the take-up under the RABB Buyback being below the Maximum Amount,
the Company will consider implementing a further on-market share buy-back
programme.

 

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. The RABB 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.

 

 

For further information, please contact:

 

 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)

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