REG - Ultimate Products - Annual Report, AGM Notice & Proposed AIM Admission
12/11/2025 07:00
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RNS Number : 1243H Ultimate Products PLC 12 November 2025
12 November 2025
Ultimate Products plc
("Ultimate Products", the "Company" or the "Group")
Posting of Annual Report and Accounts and
Notice of Annual General Meeting
Proposals for Cancellation of Ordinary Shares from the Official List,
Admission of Ordinary Shares to AIM, and
Renewal of Approval of Waiver of Mandatory Offer Provisions in City Code
Ultimate Products, the owner of a number of leading homeware brands including
Salter (the UK's oldest houseware brand, est.1760) and Beldray (est.1872),
announces that, following the release of its final results statement on 28
October 2025, it has published its Annual Report and Accounts ("the Annual
Report") for the year ended 31 July 2025.
In addition, the Company has also today published and posted to shareholders
its 2025 Notice of Annual General Meeting ("the Notice"), which incorporates a
Rule 9 waiver circular in order to enable the Company to exercise its buy back
authority and implement its stated capital allocation policy, and form of
proxy.
Proposed change of listing venue
As detailed in the Group's announcements on 13 August and 28 October 2025, the
Board has reviewed whether it would be in shareholders' best interests to
change the Company's listing venue from the London Stock Exchange's Main
Market to AIM and has concluded that at the Company's current market
capitalisation, the AIM market would be the most suitable listing venue for
the Group.
Accordingly, the Notice also details proposals to cancel the admission of the
Company's Ordinary Shares from the ESCC category of the Official List and to
trading on the London Stock Exchange's Main Market for listed securities. The
notice also outlines the Company's intention to apply for the simultaneous
admission of its Ordinary Shares to trading on AIM (through the streamlined
process for companies that have had their securities traded on the Official
List, known as the "AIM Designated Market" route).
Publication of Annual Report and AGM Notice
It is anticipated that, subject to approval by Shareholders, the effective
date of the Delisting and Admission to trading on AIM will be 15 January 2026.
Additional detail regarding the proposed Delisting and Admission, including
the principal timetable of key events, are set out in Appendix 1 and Appendix
2 of this announcement.
The Company's Annual General Meeting will be held at 1.00pm on Friday 12
December 2025 at the Company's registered office at Manor Mill, Victoria
Street, Chadderton, Oldham, OL9 0DD.
Copies of the Annual Report and the Notice are available to view on the
Company's website: www.upplc.com (http://www.upgs.com/) . They have
also been submitted to the National Storage Mechanism and will shortly be
available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) in compliance with
paragraph 6.4.1 of the FCA Listing Rules. Copies of these documents, together
with a form of proxy for use in connection with the 2025 Annual General
Meeting, have been posted or made available to the Company's shareholders.
Unless otherwise stated, capitalised terms in this announcement have the same
meaning as in the Notice.
The final results statement and presentation of 28 October 2025 included a
set of condensed financial statements and a fair view of the development and
performance of the business and the position of the Company. The information
contained within the final results statement, together with the information
set out below, all of which is extracted from the Annual Report for the year
ended 31 July 2025, constitute the requirements of the Disclosure Guidance
and Transparency Rule 6.3.5(3)(a). This announcement is not a substitute for
reading the full Annual Report.
Directors' responsibility statement
The following Directors' responsibility statement is extracted from the Annual
Report (page 71):
The Directors are responsible for ensuring that the Annual Report, taken as a
whole, is fair, balanced and understandable, and provides the information
necessary for shareholders to assess the Group's performance, business model
and strategy.
Directors' responsibilities pursuant to DTR4
The Directors confirm to the best of their knowledge:
· The financial statements have been prepared in accordance with
the applicable set of accounting standards, give a true and fair view of the
assets, liabilities, financial position and profit and loss of the Group and
Company.
· The Annual Report includes a fair review of the development and
performance of the business and the financial position of the Group and
Company, together with a description of the principal risks and uncertainties
that they face.
Principal risks and uncertainties
The following description of the principal risks and uncertainties that the
Group faces is extracted from the Annual Report (pages 44 to 45):
The Board is responsible for the Group's risk management and internal control
systems and for reviewing their effectiveness, supported by the Audit and Risk
Committee. We review our business regularly to identify and document key
business risks. Once identified, risks are assessed according to the
likelihood and impact of the risk occurring and an appropriate mitigating
response is determined. This risk mitigation plan is then regularly monitored
by the Audit and Risk Committee with periodic review and discussion by the
Board as a whole. The table below sets out the Group's principal risks as
determined by the Board, the gross risk movement from the prior year and the
corresponding mitigating actions. This represents the Group's current risk
profile and is not intended to be an exhaustive list of all risks and
uncertainties that may arise.
Area Risk Mitigation Movement
Macro-economic Factor: Consumer Demand Macroeconomic trends affecting consumer confidence and reducing non-food The Group's international business provides economic diversity and some UP
spending such as concerns about unemployment, inflationary pressures, higher protection against a downturn in the UK economy. Despite the challenging
taxation, and higher interest rates, could affect overall consumer confidence market conditions, the Group sees the opportunity to increase its market share
and reduce overall demand for our products. by developing new customer relationships, particularly internationally and
through online channels. The Group's products, being mass-market and
value-led, are well placed in the event of an economic downturn. However, the
risk is impossible to fully mitigate, as our area of sales is discretionary.
Macro-economic Factor: Although related to consumer demand, customer demand is driven by the The Group has a wide customer base of over 300 customers. However, around 40% LEVEL
economics of the retailer and can be affected by overstocking issues, internal of our gross profit is generated from our current top 3 accounts. Therefore,
Customer Demand cost pressures (such as increases in taxes), poor trading performance as well we set a limit of 20% of gross profit for any customers to reduce reliance.
as the demand from consumers. In addition, it can be affected by changes in Although there is a risk that customer strategy may shift to own-label, we
policy and personnel, with shifting strategies of retailers with regard to mitigate this by ensuring our prices, and the profit of the retailer are an
own-label. own-label equivalent. We have a policy of insuring our debtor book in order to
mitigate the risk of customer bankruptcy. The Group continues to invest in
marketing during the current consumer downturn to ensure it is well placed to
increase sales when consumer confidence returns.
Sourcing A major loss of continuity in the supply of goods for resale could adversely The Group maintains close relationships with its suppliers through regular LEVEL
factory visits and interaction with its local teams. Wherever possible,
affect the Group's revenues. Heavy reliance on China as a source of products. multiple sources of supply are sourced for major products. The Group closely
monitors developments in China and continues to consider and use alternative
Any deterioration in, or changes to political, economic or social conditions sources when practicable and viable. We have customer service teams and QA
in teams which quickly feedback issues over quality control. We attend trade
shows to understand what product development occurs. We aim to introduce
China could disrupt the supply of goods or result in higher product cost around 600 new products to market each year to ensure gross margin remains
prices. stable.
In addition with no inflation in general merchandise, we require a high level
of new products each year to refresh gross margin.
Supply Chain Logistics Inefficient stock management could result in overstocking, which may adversely Stock levels and purchasing are closely managed, with all purchase orders DOWN
affect working capital. Conversely, understocking could limit the Group's being
ability to maximise revenue opportunities. Although there has been an
abatement in the recent shipping and haulage capacity issues, any return in reviewed before being placed. The Group's systems facilitate close management
these issues could affect the availability and the costs of shipping.
of the completion and timing of purchase orders placed. Stock is categorised
between 'free' and (pre) 'sold' to ensure that management focus on higher risk
items. 'Free' stock is reviewed and prompt actions are taken where necessary.
The Group has taken various steps to mitigate the impact of increased shipping
costs and the reduction in shipping capacity, including prioritising,
rationalising
and dynamically managing the volume of imported product.
Margin A tough retail environment, increased shipping and road haulage costs and the The Group's strategy of international growth, expansion of online channels and LEVEL
impact of weakened Sterling could put pressure on gross margin, as can any increased penetration of supermarkets continues to provide greater diversity
other increase in raw material pricing. The Group has relatively limited and a balanced-margin portfolio. The Group also employs a combination of
ability to pass increased costs through to retailers/consumers, with GM
generally not margin-enhancing initiatives including monitoring profitability of individual
seeing inflation over the medium term. Increases in pricing above ideal retail product lines, continued product innovation and refreshing product ranges,
price points can cause significant drops in consumer demand.
balanced against the need to ensure that our products remain competitive.
Furthermore, the Group seeks to constantly develop and implement
productivity improvements. The Group actively manages foreign exchange
risk through use of forward contracts.
Brands & Products Failure to develop and enhance the product range of our brands could result in A high level of new product development focus is maintained and monitored DOWN
loss of our competitive advantage, which could impact on the Group's turnover. by the Board. Buying teams attend trade shows and carry out store and factory
The Group needs to ensure we source high-quality products that consumers visits to ensure that they are in touch with the latest consumer demands and
trends. The Group continues to develop a 'second tier' of brands and monitors
want. Failure to develop our brands could restrict growth, given the Group's opportunities to acquire new brands. Second tier brands also mitigate the risk
brand-led strategy. A branded strategy brings with it higher negative impact in relation to premier brands as an alternative to premier brands. The brand
of any negative publicity surrounding our key brands. team has been significantly strengthened and professionalised, to ensure that
brands are kept within their product category range, and that brand guidelines
are adhered to.
Climate Change & Environmental Climate change is a widely acknowledged global emergency, with the need We have established a Group-wide ESG committee to extend oversight and LEVEL
to act faster becoming evident. Managing the greenhouse gas emissions governance for monitoring the delivery of the Group's climate commitments.
associated with our supply chain is critical to reducing our impact on climate
change. The physical and financial impacts of climate change are already being We have stated a strong commitment to be net zero by 2050. This pledge is in
felt and are set to intensify. the process of being supported by road maps and targeted decarbonisation
plans. We are working internally and with third-party organisations to
developing this suite of metrics to enable us to monitor progress. We also
continue to report our climate-related financial disclosures.
Human Failure to attract and retain high-quality individuals, both in the UK and The Group's Graduate Development Scheme, along with links to local UP
Resources internationally, could impact on the delivery of the Group's strategy. universities, provides a steady inflow of high-quality staff to support the
future
growth of the Group, whilst the Group's Senior Management Development
Programme and its Introduction to Leadership course aim to create a succession
of employees into senior roles. A number of steps are taken to encourage the
retention of the employees, including the SAYE and PSP share ownership schemes
to incentivise its workforce and to further improve retention. At a more
senior level, the Nominations Committee has begun a
more detailed succession plan for the senior executives.
Cyber Security & IT Risk of cybercrime with the potential to cause operational disruption, loss or The Group continues to review and invest, where appropriate, in the UP
theft of information, inability to operate effectively, loss of online sales development and maintenance of our IT infrastructure, systems and security.
or reputational damage. The Group will be required to update its ERP system An external IT security audit is carried out on an annual basis to ensure that
over the next 2 years as its current system has reached 'end-of-life'. The any weaknesses in our systems are identified and can be rectified. All
replacement of the ERP system will be a high-risk project for the business to employees receive annual IT training to increase awareness of cyber risk.
manage. Disaster recovery, business continuity and crisis communication plans are
maintained. With respect to the new ERP system, careful consideration was made
as to the choice of replacement system, with wide consultation across the
business, objective scoring against system requirements and value for money.
Suitable oversight as to the selection of product and how it will be
implemented is being provided by the Audit and Risk Committee, and an internal
management committee to ensure a smooth transition process.
For more information, please contact:
Ultimate Products +44 (0) 161 627 1400
Andrew Gossage, CEO
Chris Dent, CFO
Shore Capital +44 (0) 20 7408 4090
Malachy McEntyre / Isobel Jones (Corporate Broking)
Mark Percy / David Coaten / Harry Davies-Ball (Corporate Advisory)
Cavendish Capital Markets Limited + 44 (0)20 7220 0500
Matt Goode / Callum Davidson / Trisyia Jamaludin (Corporate Finance)
Matt Lewis (Corporate Broking)
Sodali & Co +44 (0) 207 250 1446
Rob Greening / Sam Austrums / Oliver Banks
Notes to Editors
Ultimate Products is the owner of a number of leading homeware brands
including Salter (the UK's oldest houseware brand, established in 1760) and
Beldray (a laundry, floor care, heating and cooling brand that was established
in 1872). According to its market research, nearly 80% of UK households own at
least one of the Group's products.
Ultimate Products sells to over 300 retailers in over 30 countries - spanning
discounters, supermarkets and general retailers, and ranging from large
national and international multi-channel retailers to smaller retail chains.
Its products are also available on Salter.com and Beldray.com, as well as
major third-party online marketplaces. The Group specialises in five product
categories: Small Domestic Appliances; Housewares; Laundry; Audio; and Heating
and Cooling. Other brands include Progress (cookware and bakeware), Kleeneze
(laundry and floorcare), Petra (small domestic appliances) and Intempo
(audio).
Founded in 1997, Ultimate Products is headquartered in Oldham, Greater
Manchester, where it has design, sales, marketing, buying, quality assurance,
support functions and warehouse facilities across two sites. Manor Mill, the
Group's head office, includes a spectacular 20,000 sq ft showroom that
showcases each of its brands. In addition, the Group has an office and
showroom in Guangzhou, China and Paris, France. Ultimate Products employs over
300 staff and is certified as a Great Place to Work®. A significant number of
its employees joined via the Group's Graduate Development Scheme, one of the
biggest in the North West.
Please note that Ultimate Products is not the owner of Russell Hobbs. The
company currently has licence agreements in place granting it an exclusive
licence to use the "Russell Hobbs" trademark for cookware and laundry (NB this
does not include Russell Hobbs electrical appliances).
For further information, please visit www.upplc.com (https://www.upplc.com) .
APPENDIX 1 - EXPECTED TIMETABLE OF KEY EVENTS
Announcement of the proposed Delisting and Admission 12 November 2025
Publication and posting of this Document and the Proxy Form 12 November 2025
Last time and date for receipt of Proxy Form for the Annual General Meeting 1.00 p.m. on 10 December 2025
Last time and date for receipt of CREST Proxy Instructions 1.00 p.m. on 10 December 2025
Last time and date for registration in the Register 6.30 p.m. on 10 December 2025
Annual General Meeting 1.00 p.m. on 12 December 2025
Publication of Schedule One Announcement 12 December 2025
Last day of dealings in the Company's Ordinary Shares on the Main Market 14 January 2026
Cancellation of listing of the Company's Ordinary Shares on the Official List 8.00 a.m. on 15 January 2026
Admission and commencement of dealings in the Company's Ordinary Shares on AIM 8.00 a.m. on 15 January 2026
Notes:
1. Reference to times are to London times unless otherwise stated.
2. The dates and times given in this document are based on the
Company's current expectations and may be subject to change.
3. Any changes to the timetable set out above will be announced via a
Regulatory Information Service.
4. References to cancellation and Admission are conditional on, inter
alia, the passing of Resolution 17 at the Annual General Meeting.
APPENDIX 2 - EXTRACT FROM THE NOTICE (LETTER FROM THE CHAIR)
1. INTRODUCTION
On 13 August 2025, the Company announced that it was exploring a change in the
Company's listing venue from the Equity Shares (Commercial Companies) (ESCC)
category of the Official List and Main Market to AIM. Following careful
consideration, the Board has concluded that a move from the Main Market to AIM
is in the best interests of the Company and its Shareholders, the reasons for
which are set out in Paragraph 2 of Part 1 of this document.
Accordingly, on 12 November 2025 the Company announced proposals to cancel the
admission of the Ordinary Shares from the ESCC category of the Official List
and to trading on the London Stock Exchange's Main Market for listed
securities as well as its intention to apply for the simultaneous admission of
the Ordinary Shares to trading on AIM (through the streamlined process for
companies that have had their securities traded on the Official List, known as
the "AIM Designated Market" route). It is anticipated that the effective date
of the Delisting and Admission to trading on AIM will be 15 January 2026.
Subject to Resolution 17 being passed at the Annual General Meeting to be held
on 12 December 2025, it is expected that the Company's Ordinary Shares will be
admitted to trading on AIM on or around 8.00 a.m. on 15 January 2026.
The UK Listing Rules require that, if a company in the ESCC category wishes to
cancel its listing on the Official List, it must seek the approval of its
shareholders in a general meeting voting in person or by proxy. Voting on the
resolution will be held on a poll (rather than a show of hands) and must be
passed by:
(a) not less than 75 per cent. of votes cast by Shareholders at the
meeting (the "First Voting Threshold"); and
(b) as a company with a "controlling shareholder" (as defined in the UK
Listing Rules) by virtue of the Concert Party, more than 50 per cent. of votes
cast by Independent Shareholders who voted on the resolution (the "Second
Voting Threshold").
Accordingly, Resolution 17 (the "Delisting Resolution") is being proposed as a
special resolution at the Annual General Meeting to authorise the Board to
cancel the listing of the Company's Ordinary Shares on the Official List and
to remove the Company's Ordinary Shares from trading on the Main Market and to
apply for admission of the Company's Ordinary Shares to trading on AIM.
The purpose of this document is to provide notice of the Annual General
Meeting which includes a resolution to effect the transfer of the Company's
listing venue to AIM, and to outline the reasons for, and provide further
information on, the proposed Delisting and Admission and to explain why the
Board believes these to be in the best interests of the Company and its
Shareholders as a whole.
The Directors unanimously recommend that Shareholders vote in favour of the
Delisting Resolution (Resolution 17) as they intend to do in respect of their
own beneficial holdings of the Company's Ordinary Shares (or, where
applicable, procure to do, in respect of Ordinary Shares held by their
connected persons) amounting, in aggregate, to 27,194,250 Ordinary Shares,
representing approximately 31.5 per cent. of the existing issued ordinary
share capital of the Company.
At the Annual General Meeting, the Company will also seek, as it has done
previously, approval of the waiver granted by the Panel of the obligation that
would otherwise arise on any member of the Concert Party to make a mandatory
offer to Shareholders pursuant to Rule 9 of the City Code as a result of the
potential exercise by the Company of the Proposed Renewed Buy-Back Authority,
which it is also seeking re-approval for at the Annual General Meeting (the
"Waiver Resolution"). Approval by the Independent Shareholders of the Waiver
Resolution is a pre-condition to the exercise of the Proposed Renewed Buy-Back
Authority by the Company. The Notice provides Independent Shareholders with
the details of the Waiver Resolution and the recommendation of the Independent
Directors in relation to the Waiver Resolution.
At the end of this document, you will find a notice of the Annual General
Meeting at which the Delisting Resolution will be proposed as a special
resolution to approve the Delisting and Admission (subject to the Second
Voting Threshold being met). The Annual General Meeting has been convened for
1.00 p.m. on 12 December 2025 and will take place at the Company's offices at
Manor Mill, Victoria Street, Chadderton, Oldham, OL9 0DD.
2. REASONS AND POTENTIAL BENEFITS OF THE DELISTING AND ADMISSION TO
AIM
The Company completed its IPO on 1 March 2017 with its Ordinary Shares
admitted to Official List and to trading on the Main Market of the London
Stock Exchange. As an established provider of homeware products founded in
1997, the Company proceeded with its IPO to enhance its profile and brand
recognition with customers and suppliers, as well as to accelerate growth and
market share. Since IPO, the Company has become one of the leading suppliers
of quality branded housewares, with a well-established position in the UK and
a growing international presence. The Company has made significant strategic
and financial progress since IPO, including:
· Grown revenues to £150m and adjusted EBITDA of £12.5m in FY25;
· Achieved an all-time high revenue of £166m in FY23, an increase
of 110% since FY16;
· Achieved an all-time high adjusted EBITDA of £20.2m in FY23, an
increase of 146% since FY16;
· Transitioned from a trading and sourcing business to a 'Home of
Brands'
· Significant investment in our talent pool people & resources,
including several key appointments whilst continuing to grow the Graduate
scheme as a key internal talent provider - all supportive to the strategic
ambitions;
· Significantly enhanced brand value and strengthened the equity of
Ultimate Products own-branded products which now account for 81% of sales; and
· Grew international sales, now selling into more than 30
territories.
As explained in its FY25 results the Group has, however, over the past few
years been navigating a challenging trading environment impacted by, amongst
other things, an extended period of weak consumer sentiment and macroeconomic
uncertainty, particularly within the UK. Overstocking during the COVID boom
disrupted forward order books, the cost-of-living crisis dampened consumer
confidence, and many consumers opted to save rather than spend. Elevated
freight rates have also pressurised operating margins. There have been certain
mitigating factors that have helped to offset these, such as the surge in air
fryer sales during FY23 and the availability of third-party close-out parcels
during FY24. However, over the past three years, sales of the core UP brands
have edged up only marginally, from £110.4m to £111.8m. This modest increase
underscores the difficulties of the past few years for consumer-facing
businesses.
These market challenges are reflected in the Group's recent financial
performance, with the audited results for the year ended 31 July 2025
reporting a fall in revenue by 3.4% to £150.1m and adjusted EBITDA falling by
31% to £12.5m. In response to market headwinds, the Group has focused on
delivering improvements to its branding, product development and operational
performance, including the deployment of robotic automation, AI and process
change. More recently, the Group has focused on improving its sales function
to adapt to the Company's evolving business model. The Board is pleased to
report that recent initiatives implemented are showing encouraging initial
results. The senior management promotions to the Operating Board announced on
28 August 2025 are improving processes and productivity and the Directors are
confident that the business is now much better positioned for longer term
growth when market conditions improve.
In addition to implementing the operational improvements detailed above, the
Board has also been reviewing the Company's listing venue, and considering
whether it is able to enjoy the full benefits of its Official List quotation
and Main Market listing. Consequently, in its FY25 results, the Company
announced that the Board has concluded that a move of the Company's listing
venue to AIM is in the best interests of the Company and its Shareholders as a
whole and for the following reasons:
· The Directors believe that the Company's current
market capitalisation of £55m does not enable it to enjoy the full potential
benefits of an Official List quotation, and that the costs of listing are
disproportionate to the potential benefits which are not being realised. In
particular, the Company's market capitalisation is well below the threshold
which would enable it access to index-tracker funds which could support
liquidity in the Company's shares.
· The Directors believe that an AIM quotation would
make the Company's shares more attractive to certain investors, both
institutional and private, in part due to the tax benefits described below.
· Companies whose shares trade on AIM are deemed to
be unlisted for the purposes of certain areas of UK taxation. Following the
move to AIM, individuals who hold Ordinary Shares may, be eligible for partial
relief from inheritance tax under the business property relief provisions. The
Board believes that this potential relief may be attractive for a new group of
potential Shareholders, which could diversify the Company's ownership
structure, supporting the Company's longer term growth ambitions. Shareholders
and prospective investors should consult their own professional advisers on
whether an investment in an AIM security is suitable for them, or whether the
inheritance tax benefit referred to above is available to them;
· The Directors consider that AIM offers greater
flexibility with regards to corporate transactions and should therefore enable
the Company to agree and execute certain transactions more quickly and cost
effectively than a company on the Official List. AIM will also provide the
Company with continuing access to the public equity capital markets should it
be appropriate to obtain equity funding in the future. Should such
opportunities or initiatives arise or become relevant to the Group, they could
entail significant additional complexity and larger transaction costs if the
Company were to remain on the Official List;
· The Company anticipates some cost savings through
a combination of audit, legal and other administrative savings; and
· The Company believes that an AIM quotation would
reduce the administrative requirements of the senior management team, allowing
them more time and resource to focus more on executing the Company's strategy.
3. DETAILS OF THE DELISTING AND ADMISSION
In order to effect the Delisting and Admission, the Company will require,
amongst other things, that the Delisting Resolution is passed by Shareholders
at the Annual General Meeting. The Delisting Resolution is set out in the
Notice of the Company's Annual General Meeting at the end of this document.
The Delisting Resolution will authorise the Board to cancel the listing of the
Company's Ordinary Shares on the Official List, remove the Company's Ordinary
Shares from trading on the Main Market and to apply for admission of the
Company's Ordinary Shares to trading on AIM.
Conditional on the Delisting Resolution having been approved by Shareholders
at the Annual General Meeting, the Company will apply to cancel the listing of
the Company's Ordinary Shares on the Official List and trading on the Main
Market and give 20 Business Days' notice to the London Stock Exchange of its
intention to seek admission to trading on AIM via the AIM Designated Market
route - a shorter admission process available to companies that have had their
securities traded on an AIM Designated Market, which includes the Official
List.
It is anticipated that:
(a) the last day of dealing in the Company's Ordinary Shares on
the Main Market will be 14 January 2026;
(b) cancellation of the listing of Company's Ordinary Shares on
the Official List will take effect at 8.00 a.m. on 15 January 2026, being not
less than 20 Business Days from the date of the Annual General Meeting; and
(c) admission will take place, and dealings in the Company's
Ordinary Shares will commence on AIM, at 8.00 a.m. on 15 January 2026.
As the Company's Ordinary Shares have been listed on the ESCC category of the
Official List for more than 18 months, the AIM Rules do not require an
admission document to be published by the Company in connection with the
Company's admission to trading on AIM. However, subject to the passing of the
Delisting Resolution at the Annual General Meeting, the Company will,
following the Annual General Meeting, publish an announcement which complies
with the requirements of Schedule One to the AIM Rules comprising information
required to be disclosed by companies transferring their securities from the
Official List, being an AIM Designated Market, to AIM.
Although the Company intends to seek admission of its Ordinary Shares to
trading on AIM, there can be no guarantee that the Company will be successful
in achieving admission of its Ordinary Shares to trading on AIM.
Shareholders should note that, unless the Delisting Resolution is passed by
Shareholders at the Annual General Meeting, the Delisting and Admission cannot
be implemented. In such circumstances, the Ordinary Shares will not be
admitted to AIM and will continue to be admitted to the ESCC category of the
Official List and to trading on the Main Market for listed securities of the
London Stock Exchange.
4. CONSEQUENCES OF THE MOVE TO AIM
Following Admission, the Company will be subject to the AIM Rules.
Shareholders should note that AIM is self-regulated and that the protections
afforded to investors in AIM companies are less rigorous than those afforded
to investors in companies listed on the Official List.
Shareholders should further note that the share price of AIM companies can be
more volatile than companies listed on the Official List, which may prevent
Shareholders from being able to sell their Ordinary Shares at or above the
price they paid for them. The market price and the realisable value for the
Ordinary Shares could fluctuate significantly for various reasons, many of
which are outside the Company's control. Further, there can be no assurance
that an active or liquid trading market for the Ordinary Shares will develop
or, if developed, will be maintained following Admission. In addition, as the
Ordinary Shares will no longer be admitted to the Official List, the Ordinary
Shares may be more difficult to sell compared with the shares of companies
listed on the Official List. Liquidity on AIM is in part provided by market
makers, who are member firms of the London Stock Exchange and are obliged to
quote a share price for each company for which they make a market between 8.00
a.m. and 4.30 p.m. on Business Days.
Whilst there are some similarities in the obligations of a company whose
shares are traded on AIM to those of a company whose shares are listed on the
ESCC category of the Official List, there are also significant differences,
including:
a) The regime in relation to dealing in own securities
and treasury shares is less onerous under the AIM Rules which contain
restrictions on the timing of dealings and notification requirements but not
requirements as to price, shareholder approval or tender offers.
b) There are no prescribed contents requirements for
shareholder circulars or a requirement for such circulars to be approved by
the FCA under the AIM Rules.
c) There is no requirement under the AIM Rules for a
prospectus or an admission document to be published for further issues of
securities to institutional investors, except when seeking admission for a new
class of securities or as otherwise required by law.
d) Unlike the UK Listing Rules, the AIM Rules do not
specify any required structures or discount limits in relation to further
issues of securities.
e) Compliance with the UK Corporate Governance Code is
not mandatory for companies whose shares are admitted to trading on AIM. If
Admission occurs, the Company intends to maintain robust governance standards
and will adopt the QCA Corporate Governance Code. It will review its corporate
governance procedures from time to time having regard to the size, nature and
resources of the Company to ensure such procedures are appropriate (further
details of the Company's intention regarding its corporate governance
procedures are set out in paragraph 5 of this Part 1).
f) Institutional investor guidelines (such as those
issued by the Investment Association, the Pensions and Lifetime Savings
Association and the Pre-Emption Group), which provide guidance on issues such
as executive compensation and share-based remuneration, corporate governance,
share capital management and the issue and allotment of shares on a
pre-emptive or non-pre-emptive basis, do not directly apply to companies whose
shares are admitted to trading on AIM.
g) Under the UK Listing Rules, a company listed on the
ESCC category of the Official List is required to appoint a 'sponsor' for the
purposes of certain corporate transactions. The responsibilities of the
sponsor include providing assurance to the FCA when required that the
responsibilities of the listed company have been met. Under the AIM Rules, a
'nominated adviser' and broker is required to be engaged by the Company at all
times. The nominated adviser has ongoing responsibilities to both the Company
and the London Stock Exchange. Conditional on Admission, the Company intends
to appoint Cavendish as the Company's Nominated Adviser.
h) Where the Company has a controlling shareholder (as
defined in the UK Listing Rules), it will no longer be required to enter into
a relationship agreement with such controlling shareholder and to comply with
the independence provision at all times as is required under the UK Listing
Rules. With effect from Admission, the Company expects to enter into a
relationship agreement between the Company, Simon Showman, Andrew Gossage and
Barry Franks pursuant to which the relationship between these parties will be
managed to ensure that, inter alia, the Company will be capable of carrying on
its business independently of these shareholders and that all transactions and
arrangements between the Company and these shareholders will be at arm's
length and on normal commercial terms.
i) Whilst a company's appropriateness for AIM is, in
part, dependent on it having free float in order that there is a properly
functioning market in the shares, there is no specified requirement for a
minimum number of shares in an AIM company to be held in public hands, whereas
a company listed on the Official List has to maintain a minimum of 10 per
cent. of its issued ordinary share capital in public hands.
j) Certain securities laws will no longer apply to the
Company following Admission; for example, the Disclosure Guidance and
Transparency Rules (save that Chapter 5 of the same in respect of significant
shareholder notifications and MAR (relating to, inter alia, market abuse and
insider dealing) will continue to apply to the Company) and certain of the
Prospectus Rules. This is because AIM is not a regulated market for the
purposes of FSMA.
k) Shares traded on AIM can in some cases, attract
beneficial treatment and be treated as unlisted for the purposes of certain
areas of UK taxation. Following the Delisting and Admission, individuals who
hold Ordinary Shares may be eligible for relief from inheritance tax under the
business property relief provisions. The Board believe that this potential
relief may be attractive for new potential Shareholders. Shareholders and
prospective investors should consult their own professional advisers on
whether an investment in an AIM security is suitable for them, or whether the
inheritance tax benefit referred to above may be available to them.
l) The Delisting may have implications for
Shareholders holding shares in a Self-Invested Personal Pension ("SIPP"). For
example, shares in unlisted companies may not qualify for certain SIPPs under
the terms of that SIPP. Shareholders holding shares in a SIPP should therefore
consult with their SIPP provider immediately. Following Admission, the Company
will be categorised for these purposes as unlisted.
m) The requirement under section 439A of the Companies Act
2006 to submit a remuneration policy for a binding vote by shareholders is
only applicable to quoted companies listed on the Main Market. A company whose
shares are traded on AIM is not subject to the same obligation to submit its
remuneration policy to a binding vote of shareholders.
Following Admission, Ordinary Shares that are held in uncertificated form will
continue to be held and settled through CREST. Share certificates representing
those Ordinary Shares held in certificated form will continue to be valid and
no new certificates will be issued in respect of such Ordinary Shares
following a move to AIM. Accordingly, Shareholders should continue to be able
to trade Ordinary Shares in the usual manner through their stockbroker or
other suitable intermediary.
In addition, the Companies Act, FSMA, certain of the Prospectus Rules, MAR and
the City Code will continue to apply to the Company following Admission, as
the Company is a public limited company incorporated in the UK. The City Code
will continue to apply to the Company following admission of its shares to
trading on AIM.
Save for certain relaxations of certain disclosures afforded by the QCA
Corporate Governance Code compared to the UK
Corporate Governance Code, the Board does not envisage that there will be any
significant alteration to the standards of reporting and governance which the
Company currently maintains and the Company will maintain its Audit and Risk,
Remuneration and Nomination Committees. The Company is considering plans to
transfer the responsibilities of its ESG Committee to a Committee of the
Operating Board, following Admission.
5. CORPORATE GOVERNANCE
The Board has considered the corporate governance and procedures that would be
appropriate for the Company following Admission, taking into account the
Company's size and structure. Following Admission, the Board proposes to
comply with the QCA Corporate Governance Code. The Company does not currently
envisage making any changes to its Board composition or to the constitution
and membership of its Audit, Nomination and Remuneration Committees, as a
consequence of the transfer to AIM. The Company is considering plans to
transfer the responsibilities of its ESG Committee, which is currently a
Committee of the main Board, to a Committee of the Operating Board, following
Admission.
6. DELISTING RESOLUTION
The implementation of the Delisting and associated Admission to AIM is
conditional upon, among other things, the Shareholders' approval of the
Delisting Resolution being obtained at the Annual General Meeting.
Accordingly, you will find set out at the end of this Circular a Notice of the
Annual General Meeting to be held at 1:00 p.m. on 12 December 2025 at the
Company's offices at Manor Mill, Victoria Street, Chadderton, Oldham, OL9 0DD.
At the Annual General Meeting, the Delisting Resolution will be proposed to
approve the Delisting and Admission. A summary of the Delisting Resolution,
which will be proposed as a special resolution, but remains subject to the
Second Voting Threshold being met, is set out below:
To authorise the Directors to cancel the listing of the Company's Ordinary
Shares on the Official List and to remove the Company's Ordinary Shares from
trading on the London Stock Exchange's Main Market and to apply for admission
of the Company's Ordinary Shares to trading on AIM.
The full text of the Delisting Resolution is included in the Notice of Annual
General Meeting, which is set out in Part 4 (Notice of Annual General Meeting)
of this Circular.
The Delisting Resolution must be approved by Shareholders who:
a) in aggregate represent 75 per cent. or more of the
votes of the Shareholders present and voting, whether in person or by proxy,
at the Annual General Meeting; and
b) in aggregate represent at least 50 per cent of the
votes of the Independent Shareholders present and voting whether in person or
proxy, who voted on the resolution.
7. CONTINUATION OF SHARE BUYBACK
At the Annual General Meeting, the Company will also seek approval of the
waiver granted by the Panel of the obligation that would otherwise arise on
any member of the Concert Party to make a mandatory offer to Shareholders
pursuant to Rule 9 of the City Code as a result of the potential exercise by
the Company of the Proposed Renewed Buy-Back Authority, which it is also
seeking re-approval for at the Annual General Meeting (the "Waiver
Resolution").
Approval by the Independent Shareholders of the Waiver Resolution is a
pre-condition to the exercise of the Proposed Renewed Buy-Back Authority by
the Company.
The Notice provides Independent Shareholders with the details of the Waiver
Resolution and the recommendation of the Independent Directors in relation to
the Waiver Resolution.
On 13 December 2024, the Company passed the Existing Share Purchase Authority
and the Existing Waiver Approval. The Board is now seeking to renew the
Existing Share Purchase Authority (by way of the Proposed Renewed Buy-Back
Authority) as well as the Repurchase Waiver. Both the Existing Share Purchase
Authority and the Existing Waiver Approval will expire at the conclusion of
this Annual General Meeting and, therefore, the Board is seeking renewal of
such authorities by way of the Repurchase Resolution and Waiver Resolution
proposed in the Notice.
The Board proposes to continue its capital allocation policy of maintaining,
over the medium term, a net bank debt / adjusted EBITDA ratio of approximately
1.0x. The Board believes that this level of gearing is the most efficient use
of the Company's balance sheet and excess cash can be returned to
shareholders.
With a strong cash balance and a cash generative business model, the Board has
concluded that it wishes to continue having the flexibility to utilise the
Proposed Renewed Buy-Back Authority in circumstances which it decides are in
the best interests of the Company.
The Proposed Renewed Buy-Back Authority authorises the Company to purchase up
to 7,769,711 Ordinary Shares, representing 9.0 per cent. of the Company's
issued ordinary share capital in issue of 86,330,132 Ordinary Shares as at 11
November 2025 (being the last practicable date prior to the publication of the
Notice).
Current Trading
The Company recently released its audited financial statements for the period
to 31 July 2025 on 28 October 2025, which stated the following regarding FY25
trading and current trading:
"FY25 was another challenging year for consumer-facing businesses, with
ongoing macroeconomic pressures, elevated shipping costs and weak consumer
demand weighing on performance. This included an anticipated reduction in
air-fryer and third-party close-out sales, which together accounted for a
large portion of the decline in revenue. Notwithstanding the challenges faced,
we are pleased that our UP brands continued to deliver growth, reflecting the
effectiveness of our branded strategy and the commitment of our teams across
the business.
"We also made meaningful progress in strengthening the foundations of the
Group, including the implementation of a new Product Information Management
system, the promotion of five senior leaders into C-suite roles and a
programme of enhancements to our sales function that is already driving
positive change. Combined with the growing appeal of our brands and the scale
of opportunity we see in the UK and internationally, we remain as confident as
ever in our medium-to-long term prospects."
Financial summary, including consensus market expectations are set out below.
FY24 (Actual) FY25 (Actual) FY26 (Consensus)
Revenue £155.5m £150.1m £137.7m
Adjusted EBITDA* £18.0m £12.5m £9.9m
Adjusted EPS* 12.3p 7.4p 5.2p
*Adjusted measures are before share-based payment expenses and non-recurring
items."
The Company confirmed in its FY25 results that current trading remained in
line with market expectations and the Company reconfirms that current trading
is in line with market expectations.
As the above-mentioned guidance relates to the financial year ended 31 July
2026, at the time of its repetition
in this document it constitutes a profit forecast ('FY26 Profit Forecast').
The requirements of Rule 28.1(c)(i) of the City Code apply in relation to the
FY26 Profit Forecast.
Basis of Preparation of the FY26 Profit Forecast
The FY26 Profit Forecast has been prepared based on the Company's assumptions
stated below and its unaudited management accounts for the year ending 31 July
2026. The FY26 Profit Forecast has been prepared on a basis consistent with
the accounting policies adopted by the Company for the year ending 31 July
2025 and those that will be applicable for the year ending 31 July 2026. These
policies are in accordance with IFRS.
In confirming the FY26 Profit Forecast, the Board have made the following
assumptions in respect of the forecast period to 31 July 2026:
Factors outside the influence of the Board:
- No material changes in the political, economic and/or market
environment that would materially affect the Company, other than as stated in
the above current trading update;
- There will be no material changes in market conditions over the
period to 31 July 2026 in relation to either customer demand or competitive
environment other than as stated in the above current trading update;
- No significant one-off events or litigation that would have a
material impact on the operating results or the financial position of the
Company;
- There will be no material adverse change to the Company's
commercial relationships;
- No adverse changes to inflation, interest or tax rates in the
Company's principal markets compared to the Company's budgeted estimates;
- No material changes to the value of the US dollar, pound
sterling, Canadian dollar and euro above the average foreign exchange rates
that have applied for the last 12 months;
- No material adverse events which will have a significant impact
on the operating results or financial position of the Company, other than as
stated in the above current trading update;
- No material adverse outcome from any ongoing or future disputes
with any customer, competitor, regulator or tax authority; and
- No material change in legislation, taxation, regulatory
requirements, applicable standards or the position of any regulatory bodies
impacting the Company's operations or accounting policies.
Factors within the influence or control of the Board
- No additional significant acquisitions, disposals, developments,
partnerships or joint venture agreements being entered into by the Company
which would have a materially dilutive effect on the Company's earnings;
- No material change in the dividend or capital policies of the
Company;
- No material changes to the senior leadership of the Company;
- No material changes in the Company's strategy; and
- The Company's accounting policies will be consistently applied
in the period ending 31 July 2026.
Directors' confirmations
The Directors have considered the FY26 Profit Forecast and confirm that:
(a) it remains valid as at the date of this document; and
(b) the FY26 Profit Forecast has been properly compiled on a basis of
assumptions stated above and in accordance with accounting standards that are
consistent with the Company's accounting policies. These accounting policies
are in accordance with IFRS and are those that the Company expects to apply in
preparing its annual report and accounts for the financial year ending 31 July
2026.
The Company confirms that it currently has no other unpublished price
sensitive information at the time of this announcement.
8. THE CITY CODE AND RULE 9
As an English company which has its shares admitted to listing on the Official
List and admitted to trading on the Main Market of the London Stock Exchange,
the Company is subject to the City Code.
Under Rule 9 of the City Code any person who acquires an interest in shares
which, taken together with shares in which that person or any person acting in
concert with that person is interested, carry 30 per cent or more of the
voting rights of a company which is subject to the City Code is normally
required to make an offer to all the remaining shareholders to acquire their
shares.
Similarly, when any person, together with any person acting in concert with
that person, is interested in shares which in the aggregate carry not less
than 30 per cent of the voting rights of such a company but does not hold
shares carrying more than 50% of the voting rights of the company, an offer
will normally be required if such person or any person acting in concert with
that person acquires a further interest in shares which increases the
percentage of shares carrying voting rights in which that person is
interested.
An offer under Rule 9 must be made in cash at the highest price paid by the
person required to make the offer, or any person acting in concert with such
person, for any interest in shares of the company during the 12 months prior
to the announcement of the offer.
The Company intends to seek the approval of the Independent Shareholders for
the Waiver Resolution. If the Waiver Resolution is approved, such approval
shall expire at the conclusion of the next annual general meeting of the
Company to be held after the passing of the Waiver Resolution.
Under Rule 37 of the City Code, when a company purchases its own voting
shares, the resulting increase in the percentage of shares carrying voting
rights in which a person or group of persons acting in concert is interested
will be treated as an acquisition for the purpose of Rule 9 of the City Code
(although a shareholder who is neither a director nor acting in concert with a
director will not normally incur an obligation to make an offer under Rule 9
in these circumstances).
Effect of the exercise of the Proposed Renewed Buy-Back Authority on the
interests of the Concert Party
For the purposes of the City Code, the Concert Party consists of Andrew
Gossage, Simon Showman and Barry Franks and the respective families of each,
and they were presumed to be acting in concert following the execution of a
management buy-out by Andrew Gossage, Simon Showman and Barry Franks in June
2014 and the IPO of the Company in March 2017.
The Concert Party currently holds, in aggregate, 36,821,400 Ordinary Shares
representing an aggregate interest of 42.65 per cent. of the Company's issued
share capital of 86,330,132 Ordinary Shares as at 11 November 2025 (being the
latest practicable date prior to the publication of this document).
If the Company were to repurchase from persons other than the Concert Party
all the Ordinary Shares that is authorised to repurchase under the Proposed
Renewed Buy-Back Authority and assuming the maximum number of Ordinary Shares
being issued under the MIP, the Concert Party's interest in shares would
(assuming no other allotments of Ordinary Shares) increase to 49.51 per cent.
of the issued share capital of the Company by virtue of such actions.
Further details of the effect of the Proposed Renewed Buy-Back Authority on
the aggregate interests of Concert Party are set out in paragraph 5.3 of Part
3 of this Document.
9. IRREVOCABLE UNDERTAKINGS
The Company has received irrevocable undertakings to vote in favour of the
Delisting Resolution to be proposed at the Annual General Meeting from those
Directors who hold Ordinary Shares amounting, in aggregate, to 27,194,250
Ordinary Shares and representing approximately 31.5 per cent. of the
Company's issued share capital as at the close of business on 11 November 2025
(being the latest practicable date prior to publication of this document).
10. RECOMMENDATIONS
Delisting and Admission to AIM
In the Board's opinion, the proposed Delisting, Admission and the Delisting
Resolution are in the best interests of the Company and its Shareholders as a
whole. Accordingly, the Board unanimously recommends that Shareholders vote in
favour of the Delisting Resolution to be proposed at the Annual General
Meeting, as those Directors who hold Ordinary Shares have irrevocably
undertaken to do in respect of their own beneficial holdings amounting, in
aggregate, to 27,194,250 Ordinary Shares, representing approximately 31.5
per cent of the issued capital of the Company as at the close of business on
11 November 2025 (being the latest practicable date prior to publication of
this document). 27,194,250 of such Ordinary Shares (being approximately 31.5
per cent. of the issued capital of the Company as at the close of business on
11 November 2025 (being the latest practicable date prior to publication of
this document)) shall be applied towards the First Voting Threshold, and
611,250 of such Ordinary Shares (being approximately 0.71 per cent. of the
issued capital of the Company as at the close of business on 11 November 2025
(being the latest practicable date prior to publication of this document)),
representing the Ordinary Shares held by the Independent Directors, shall be
applied towards the Second Voting Threshold.
Other AGM Resolutions
The Board considers the passing of all other AGM resolutions (save in respect
of the Repurchase Resolution and Waiver Resolution which are dealt with below)
to be in the best interests of the Company and the Shareholders as a whole.
Accordingly, the Board recommends that the Shareholders vote in favour of the
resolutions (other than the Repurchase Resolution and Waiver Resolution) as
they intend to do in respect of their beneficial holdings, amounting, in
aggregate, to 27,194,250 Ordinary Shares, representing 31.50 per cent. of
the issued share capital of the Company (excluding treasury shares) at the
latest practicable date (being 11 November 2025).
Repurchase Resolution
The Independent Directors, who have been so advised by Cavendish, consider the
Repurchase Resolution to be fair and reasonable and in the best interests of
Independent Shareholders and the Company as a whole. In providing advice to
the Independent Directors, Cavendish has taken into account the Independent
Directors' commercial assessments.
Accordingly, the Independent Directors recommend all Independent Shareholders
to vote in favour of the Repurchase Resolution to be proposed at the AGM, as
they intend to do in respect of their own beneficial holdings of Ordinary
Shares which, as at 11 November 2025, being the last practicable date prior to
the publication of this document in aggregate, amount to 611,250 Ordinary
Shares (which, for the avoidance of doubt, excludes Ordinary Shares held by
the Concert Party) representing approximately 0.71 per cent. of the existing
issued ordinary share capital of the Company. The Independent Directors
consider the proposals to be in the best interests of the Company and its
members as a whole and are most likely to promote the success of the Company
for the benefit of its members as a whole.
Waiver Resolution
The Independent Directors, who have been so advised by Cavendish, considers
the Waiver Resolution to be fair and reasonable and in the best interests of
Independent Shareholders and the Company as a whole. In providing advice to
the Independent Directors, Cavendish has taken into account the Independent
Directors' commercial assessments.
Accordingly, the Independent Directors recommend all Independent Shareholders
to vote in favour of the Waiver Resolution to be proposed at the AGM, as they
intend to do in respect of their own beneficial holdings of Ordinary Shares
which, as at 11 November 2025, being the last practicable date prior to the
publication of this document in aggregate, amount to 611,250 Ordinary Shares
(which, for the avoidance of doubt, excludes Ordinary Shares held by the
Concert Party) representing approximately 0.71 per cent. of the existing
issued ordinary share capital of the Company. The Independent Directors
consider the proposals to be in the best interests of the Company and its
members as a whole and are most likely to promote the success of the Company
for the benefit of its members as a whole. The Independent Directors welcome
the intentions of the Concert Party, noting that following purchases of
Ordinary Shares by the Company pursuant to the Proposed Renewed Buy-Back
Authority, the Concert Party intends that the business will be continued in
substantially the same manner as at present and that there are no plans which
would affect the Company's future business, its employees, fixed assets,
trading facilities or balance of skills.
As detailed above, the Concert Party is considered to be interested in the
outcome of the Waiver Resolution. Accordingly, no Director who is also a
member of the Concert Party (being Andrew Gossage and Simon Showman) has
participated in the Independent Directors' recommendation and no member of the
Concert Party will vote on the Waiver Resolution.
11. OTHER INFORMATION
Your attention is drawn to the further information set out in the Notice of
Annual General Meeting in Part 4 at the end of this document. You are advised
to read the whole of this document and not rely on the summary information
provided above. Cavendish has given and not withdrawn its written consent to
the publication of this document, and the inclusion of its name in the form
and context in which it is included.
12. ACTION TO BE TAKEN BY SHAREHOLDERS
You are invited to attend the Annual General Meeting. Whilst it is currently
expected that the Annual General Meeting will be held as a physical meeting at
the venue specified in the Notice, this may be subject to change. Shareholders
are, therefore, encouraged to cast their votes in respect of the business of
the Annual General Meeting by voting via proxy, and to appoint the Chair of
the Annual General Meeting as their proxy.
If you would like to vote on the resolutions, please fill in the Proxy Form
accompanying this document and return it to Equiniti Limited at Aspect House,
Spencer Road, Lancing BN99 6DA as soon as possible. Equiniti Limited must
receive the Proxy Form by 1:00 p.m. on 10 December 2025 (being 48 hours before
the time appointed for the holding of the Annual General Meeting).
Resolutions 1 to 13 (inclusive) and 15 are to be proposed as ordinary
resolutions and resolutions 14, 16 and 17 (the Delisting Resolution) are to be
proposed as special resolutions. The ordinary resolutions 1 to 13 (inclusive)
and 15 will require a simple majority of those voting in person or by proxy
(whether on a show of hands or on a poll) in favour of such resolutions. The
special resolutions 14 and 16 will require approval by not less than 75 per
cent. of those voting in person or by proxy (whether on a show of hands or on
a poll) in favour of such resolutions. The special resolution 17 (the
Delisting Resolution) will also require approval by not less than 75 per cent.
of those voting and voting will be held on a poll (rather than a show of
hands). The Delisting Resolution will also require the Second Voting Threshold
to be met in order to be passed.
CREST members can appoint proxies by using the CREST electronic proxy
appointment service and transmitting a CREST Proxy Instruction in accordance
with the procedures set out in the CREST Manual so that it is received by
Equiniti Limited (under CREST participant ID: RA19) by no later than 1:00 p.m.
on 10 December 2025 (being 48 hours before the time appointed for the holding
of the Annual General Meeting). The time of receipt will be taken to be the
time from which Equiniti Limited is able to retrieve the message by enquiry to
CREST in the manner prescribed by CREST.
Completion and return of a Proxy Form or transmitting a CREST Proxy
Instruction will not prevent you from attending the Annual General Meeting and
voting in person should you wish to do so.
A shareholder helpline is available for Shareholders. If you have any
questions about this Circular, the Annual General Meeting or how to complete
the Proxy Form, please call Equiniti Limited on +44 (0)371 384 2030 (calls to
this number from outside the UK will be charged at the applicable
international rate). Equiniti is open from 8.30 a.m. to 5.30 p.m. Monday to
Friday (London time), excluding public holidays in England and Wales. Please
note that Equiniti cannot provide comments on the merits of the Resolutions or
provide any financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes.
-ENDS-
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