REG - Ultimate Products - General Meeting and Proposed Share Buyback

Ultimate ProductsAnnouncement

09/04/2024 07:15

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RNS Number : 7618J  Ultimate Products PLC  09 April 2024

9 April 2024

 

Ultimate Products plc

("Ultimate Products", "Company" or "the Group")

 

Notice of General Meeting, Proposed Share Buyback and Rule 9 Waiver

 

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 today it has posted a Circular to Shareholders giving Notice of
a General Meeting, to be held at Manor Mill, Victoria Street, Chadderton,
Oldham OL9 0DD on 2 May 2024 at 9.00 am.

 

Proposed Share Buyback and Rule 9 Waiver

 

The Company has historically sought authority and received approval from its
Shareholders to make market purchases of its own shares, with the most recent
authority being granted at the Company's AGM on 15 December 2023, permitting
the Company to repurchase up to 8,931,245 Ordinary Shares, equal to 10 per
cent. of the Company's issued ordinary share capital at the latest practicable
date before publication of the Notice of GM, being 8 April 2024. However,
despite this authority having already been granted, the Company has been
restricted from using it owing to the Concert Party being interested in more
than 30 per cent. but less than 50 per cent. of the total voting rights of the
Company (and therefore, any repurchases of Ordinary Shares under such buyback
authority being liable to trigger an obligation for the Concert Party to make
an offer, in cash, for the entire issued and to be issued share capital of the
Company, pursuant to Rule 9 of the City Code).

The Board have adopted a new capital allocation policy; after paying down its
debt levels, the Board's intention is, over the medium term, to maintain a net
bank debt / adjusted EBITDA ratio at 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 have the flexibility to utilise the Proposed
Buy-Back Authority in circumstances which it decides are in the best interests
of the Company. Accordingly, the Circular sets out the background to, and
reasons why the Board believes it to be in the best interests of Shareholders
as a whole for the Company to reapply for buy back authority, as necessary
under the City Code, to make market purchases of its Ordinary Shares under the
same parameters as previously approved.

The Concert Party

For the purposes of the City Code, Andrew Gossage, Simon Showman and Barry
Franks are considered to be acting in concert. The Concert Party currently
holds, in aggregate, 36,821,400 Ordinary Shares representing an aggregate
interest of 41.23 per cent. of the Company's issued ordinary share capital of
89,312,457 as at 8 April 2024 (being the latest practicable date prior to the
publication of the Circular). In addition, Andrew Gossage, Simon Showman
(being two members of the Concert Party) hold 48 A Shares and 32 A Shares
respectively pursuant to the MIP which may be converted into Ordinary Shares
if the Hurdle is exceeded. The maximum number of Ordinary Shares pursuant to
the MIP that may be acquired by Simon Showman and Andrew Gossage is 4,108,480.
The Concert Party do not hold any Options under the PSP, SAYE or Incentive
Plan 2023.

Assuming full utilisation of the Proposed Buy-Back Authority, the Concert
Party do not participate in the proposed share buyback nor sell any Ordinary
Shares, the full exercise of the MIP Options by Andrew Gossage and Simon
Showman and no exercise of any Options under any Share Option Schemes (other
than the full exercise of the MIP Options by Andrew Gossage and Simon
Showman), the combined shareholding of the Concert Party of 40,929,880
Ordinary Shares would represent 48.44 per cent. of the then issued ordinary
share capital of the Company of 84,489,692.

 

The full Circular to Shareholders will be made available on the Company's
website at https://upplc.com/. Defined terms used in this announcement are the
same as those defined in the Circular unless the context requires otherwise.

 

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

Mark Percy

Malachy McEntyre

David Coaten

Iain Sexton

Isobel Jones

 

Cavendish Capital Markets Limited + 44 (0)20 7220 0500

Carl Holmes (Corporate Finance)

Matt Goode (Corporate Finance)

Abigail Kelly (Corporate Finance)

Charlie Combe (ECM)

 

Powerscourt +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 across 38 countries, and
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).

 

The Group's products are sold to a broad cross-section of both large national
and international multi-channel retailers as well as smaller national retail
chains, incorporating discount retailers, supermarkets, general retailers and
online retailers.

 

Founded in 1997, Ultimate Products employs over 370 staff, a significant
number of whom have joined via the Group's graduate development scheme, and 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 in
Paris, France.

 

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://url.avanan.click/v2/___http:/www.upplc.com/___.YXAxZTpzaG9yZWNhcDphOm86NDA2ZGRkNGUzYzZiMGJkNzM2ZjhlOWMzYjljYTZmZWI6NjpiZGYyOjkxZjUxNGE0MjE5NTA5MTViMmU2MGU3ODRhZjg2YTc1MDFhMTRlMDJlZjExODU2YzFlZDk3NDgwYmI2NjRiZDY6cDpU)
.

 

Disclaimer

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and
regulated by the Financial Services Authority (FCA), is acting as Financial
Adviser to the Company in connection with the matters described in this
announcement. Cavendish will not be responsible to anyone other than the
Company for providing the protections afforded to clients of Cavendish or for
advising any other person on the Proposed Buy-Back Authority and the Rule 9
Waiver or any other arrangements described in this announcement. Cavendish has
not authorised the contents of, or any part of, this announcement and no
liability whatsoever is accepted by Cavendish for the accuracy of any
information or opinions contained in this announcement or for the omission of
any information.

The below text has been extracted from the Circular.

1.      Introduction

The Company has historically sought authority and received approval from its
shareholders to make market purchases of its own shares, with the most recent
authority being granted at the Company's AGM on 15 December 2023, permitting
the Company to repurchase up to 8,931,245 Ordinary Shares, equal to 10 per
cent. of the Company's issued ordinary share capital at the latest practicable
date before publication of the Notice of GM, being 8 April 2024. However,
despite this authority having already been granted, the Company has been
restricted from using it owing to the Concert Party being interested in more
than 30 per cent. but less than 50 per cent. of the total voting rights of the
Company (and therefore, any repurchases of shares under such buyback authority
being liable to trigger an obligation for the Concert Party to make an offer,
in cash, for the entire issued and to be issued share capital of the Company,
pursuant to Rule 9 of the City Code).

The Board have adopted a new capital allocation policy; after paying down its
debt levels, the Board's intention is, over the medium term, to maintain a net
bank debt / adjusted EBITDA ratio at 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 have the flexibility to utilise the Proposed
Buy-Back Authority in circumstances which it decides are in the best interests
of the Company. Accordingly, this letter sets out the background to, and
reasons why the Board believes it to be in the best interests of Shareholders
as a whole for the Company to reapply for buy back authority, as necessary
under the City Code, to make market purchases of its Ordinary Shares under the
same parameters as previously approved.

If the Company buys-back shares under the Proposed Buy-Back Authority and at
the time the voting rights attributable to the interests in Ordinary Shares of
the Concert Party exceeds 30 per cent. of such voting rights, an obligation
under Rule 9 of the City Code would arise on one or more of the Concert Party
to make a cash offer for the issued shares of the Company not already owned by
them.

 

The Panel has agreed, to waive the obligation to make a general offer that
would otherwise arise on the Concert Party as a result of the buy-back by the
Company of any Ordinary Shares and under the Proposed Buy-Back Authority
subject to approval on a poll by the Independent Shareholders of the
Repurchase Resolution and Waiver Resolution as set out in the Notice of GM.

This Circular sets out details of the existing buy back authority and contains
at the end of this document the Notice of GM to be held at 9.00 a.m. on 2 May
2024 to consider and approve both the Repurchase Resolution and the Waiver
Resolution.

2.      Background to and reasons for the recommendation

In the Trading Update on 13 February 2024 the Board announced its new Capital
Allocation Policy as follows:

"During FY21 the Group increased its level of borrowings to complete the
transformational acquisition of Salter. The acquisition debt has now largely
been repaid. The Board has, therefore, approved a new Capital Allocation
Policy. The Board's intention is to maintain the net bank debt/adjusted EBITDA
ratio at around 1.0x. The Board believes that this level of leverage is an
efficient use of the Group's balance sheet and allows for further returns of
capital to shareholders. It is the Board's intention to continue to invest in
the business enabling it to grow, whilst returning around 50 per cent. of
post-tax profits to shareholders through dividends, and to supplement this
with share buybacks pursuant to a policy of maintaining net bank debt at a
1.0x adjusted EBITDA ratio."

Rationale for using the share buy-back authority

The Board believes it to be in the best interests of Shareholders as a whole
for the Company to have authority to purchase its Ordinary Shares in the
market.

The Directors believe that the Proposed Buy-Back Authority would be an optimum
and efficient use of the Company's excess cash, whilst at the same time
enhancing earnings per share. The Directors also believe that the Proposed
Buy-Back Authority would provide Shareholders with the flexibility, but
without any compulsion, to realise value in respect of all or some of their
shareholdings and is also a tax efficient method of returning surplus cash to
certain Shareholders.

Similarly, all members of the Concert Party have confirmed that none of them
(or any persons connected with them within the meaning of sections 252-255 of
the Act) will, nor do they have any current intention to, sell any of the
Ordinary Shares which they beneficially own to the Company should the Company
utilise the Proposed Buy-Back Authority.

Purchases of Own Shares

The Board is seeking the authority, in accordance with Section 701 of the Act,
for the Company to make market purchases of its own shares (within the meaning
of Section 693(4) of the Act) providing such purchases do not exceed, in
aggregate 10 per cent. of the Company's issued ordinary share capital as at
the latest practicable date before publication of this document, being 8 April
2024, being 89,312,457 Ordinary Shares, and subject to such pricing
restrictions as described below ('Share Buyback Programme').

The Board is seeking the flexibility to buy back shares should they consider
it appropriate to do so. However, the Board will only exercise the authority
after taking account of the overall financial position of the Company and in
circumstances where they believe that to do so would result in either an
increase or protection of value for the remaining Shareholders and be in the
best interests of Shareholders as a whole.

Any Ordinary Shares purchased under the Proposed Buy-Back Authority will be
cancelled and the number of Ordinary Shares in issue reduced accordingly.

Share purchases under the Share Buyback Programme will take place in open
market transactions and may be made from time to time depending on market
conditions, share price, trading volume and other terms. The maximum price
paid per Ordinary Share will be no more than: (i) the higher of the price of
the last independent trade and the highest current independent purchase bid
for Ordinary Shares on the trading venue where the purchase is carried out;
and (ii) 105 per cent. of the average closing middle market quotations of an
Ordinary Share for the five business days immediately preceding the day on
which such Ordinary Shares are purchased.

There is no guarantee that the Share Buyback Programme will be implemented in
full or that any purchases will be made and the Board's broad intention is
initially to deploy approximately £1 million per quarter. The Company
reserves the right to bring a halt to the Share Buyback Programme under
circumstances that it deems to be appropriate and in accordance with relevant
law and regulation.

The Share Buyback Programme will operate in accordance with the Company's
general authority to purchase a maximum of 8,931,245 Ordinary Shares. It is
the intention that the Share Buyback Programme will be conducted within the
pricing parameters of the Market Abuse Regulation 596/2014 (as it forms part
of retained EU law as defined in the EU (Withdrawal) Act 2018) (the
'Regulations'). However, given the limited liquidity in the issued Ordinary
Shares, the Company has agreed that, on any trading day, a buy-back of
Ordinary Shares under the Share Buyback Programme may exceed 25 per cent. but
remain below 50 per cent. of the average daily trading volume in the Ordinary
Shares in the 20 trading days preceding the date on which a buy-back of
Ordinary Shares is carried out. Accordingly, the Company may not benefit from
the exemption contained in the Regulations.

City Code on Takeovers and Mergers

The City Code applies to the Company. Under Rule 9 of the 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
Code is normally required to make an offer to all the remaining shareholders
to acquire their shares.

Similarly, when any person, together with persons 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 per cent. 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, and any
persons acting in concert with that person, are 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.

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).

Current and potential shareholdings of the Concert Party

For the purposes of the City Code, Andrew Gossage, Simon Showman and Barry
Franks are considered to be acting in concert (the 'Concert Party').

The Concert Party currently holds, in aggregate, 36,821,400 Ordinary Shares
representing an aggregate interest of 41.23 per cent. of the Company's issued
ordinary share capital of 89,312,457 as at 8 April 2024 (being the latest
practicable date prior to the publication of this document). In addition,
Andrew Gossage, Simon Showman (being two members of the Concert Party) hold 48
A Shares and 32 A Shares respectively pursuant to the MIP which may be
converted into Ordinary Shares if the Hurdle is exceeded. The maximum number
of Ordinary Shares pursuant to the MIP that may be acquired by Simon Showman
and Andrew Gossage is 4,108,480. The Concert Party do not hold any Options
under the PSP, SAYE or Incentive Plan 2023.

The details of the effect of the Repurchase Resolution on the aggregate
interests of Concert Party are set out in paragraph 3 below and paragraph 5.3
Part II of this Document.

3.    The Waiver Resolution

As mentioned in paragraph 2 above and given that the Concert Party's current
percentage interest in Ordinary Shares is between 30 and 50 per cent. of the
of the voting rights of the Company, any increase in any member of the Concert
Party's percentage interest in Ordinary Shares (which includes any increase
caused by way of a share buyback) would have the effect of triggering Rule 9
of the City Code and result in that Concert Party being under an obligation to
make a general offer to all Shareholders.

The Independent Directors have consulted with the Panel, which has agreed
that, subject to approval of the Waiver Resolution by the Independent
Shareholders on a poll at the GM, it will grant the Repurchase Waiver. The
effect of the Repurchase Waiver, if approved by the Independent Shareholders,
would be that the Concert Party would not be required to make a general offer
under Rule 9 of the City Code that would otherwise arise due to the increase
in the aggregate holding of the Concert Party resulting from the purchase by
the Company of its own Ordinary Shares pursuant to the Proposed Buy-Back
Authority.

The Waiver Resolution is subject to the approval of Independent Shareholders
on a poll, where each Independent Shareholder will be entitled to one vote for
each Ordinary Share they hold. Members of the Concert Party are not entitled
to vote on this poll as they are not considered to be independent.

Set out below, and also in paragraph 5.3 of Part II of this Circular, are
details of the maximum percentage of the Company's voting rights which could
be held by the Concert Party following the approval of the Repurchase
Resolution and the Waiver Resolution as it assumes the full utilisation of the
Proposed Buy-Back Authority (assuming no member of the Concert Party
participates in the proposed buyback and no further Ordinary Shares are issued
by the Company), the full exercise of the MIP Options by Andrew Gossage and
Simon Showman and no exercise of any Options under any Share Option Schemes
(other than the full exercise of the MIP Options by Andrew Gossage and Simon
Showman).

The MIP Options operate by way of the MIP Participants holding A Shares and
such shares can in future be sold to the Company pursuant to the provisions of
the articles of association of Ultimate Products UK and the individual's
subscription documentation for an aggregate value equivalent to a maximum of
15 per cent. of the increase in shareholder value ('Relevant Percentage') over
the Hurdle. The value of the A Shares, as a whole, at the date of exercise
('Exercise Date'), will be the Relevant Percentage (i.e. 15 per cent.)
multiplied by the amount by which the Ordinary Share price exceeds the Hurdle
(based on the 90 day average share price of the Company's Ordinary Shares
prior to the Exercise Date) multiplied by the number of issued Ordinary Shares
in the Company at 1 March 2017. Upon the Exercise Date, the Company may, at
its discretion, purchase the A Shares for cash or by issuing Ordinary Shares
in the Company.

Scenario

In the event that:

−     the Independent Shareholders approve the Waiver Resolution;

−     the maximum number of Ordinary Shares are repurchased by the
Company under the Proposed Buy-Back Authority and no further Ordinary Shares
are issued by the Company;

−     there are no sales of Ordinary Shares by any member of the Concert
Party pursuant to the proposed share buyback or otherwise;

−     the full exercise of the MIP Options by Andrew Gossage and Simon
Showman; and

−     and no exercise of any Options under any Share Option Schemes
(other than the full exercise of the MIP Options by Andrew Gossage and Simon
Showman).

the combined shareholding of the Concert Party of 40,929,880 Ordinary Shares
would represent 48.44 per cent. of the then issued ordinary share capital of
the Company of 84,489,692 Ordinary Shares as further detailed in paragraph 5.3
of Part II of this document.

Interests of the Concert Party assuming full utilisation of the Proposed
Buy-Back Authority, the Concert Party do not participate in the proposed share
buyback nor sell any Ordinary Shares, the full exercise of the MIP Options by
Andrew Gossage and Simon Showman and no exercise of any Options under any
Share Option Schemes (other than the full exercise of the MIP Options by
Andrew Gossage and Simon Showman)

                              Current interests of the Concert Party                                                    Maximum

                              Maximum

                              number       Maximum
                 Number       % of                          of shares that                possible                      % of enlarged  Number of   % of enlarged
 Concert         of Ordinary  current issued                can be issued                 resulting                     issued         Ordinary    issued
 Party member    Shares       share capital                 under the MIP                 shareholding                  share capital  Shares      share capital
 Simon Showman   18,530,600   20.75%                        2,465,088                     20,995,688                    22.47%         20,995,688  24.85%
 Barry Franks    10,238,400   11.46%                        Nil                           10,238,400                    10.96%         10,238,400  12.12%
 Andrew Gossage  8,052,400    9.02%                         1,643,392                     9,695,792                     10.38%         9,695,792   11.48%
 Total           36,821,400   41.23%                        4,108,480                     40,929,880                    43.81%         40,929,880  48.44%

 

All of the above holdings include family members

As the MIP Options are subject to performance conditions, it is possible that
these options are not exercised, this scenario is set out below.

Scenario

In the event that:

−       the Independent Shareholders approve the Waiver Resolution;

−     the maximum number of Ordinary Shares are repurchased by the
Company under the Proposed Buy-Back Authority and no further Ordinary Shares
are issued by the Company;

−     there are no sales of Ordinary Shares by any member of the Concert
Party pursuant to the proposed share buyback or otherwise;

−       no exercise of any Options under any Share Option Schemes

the combined shareholding of the Concert Party of 36,821,400 Ordinary Shares
would represent 45.81 per cent. of the then issued ordinary share capital of
the Company of 80,381,212 Ordinary Shares as set out below.

Interests of the Concert Party assuming full utilisation of the Proposed
Buy-Back Authority, the Concert Party do not participate in the proposed share
buyback nor sell any Ordinary Shares and no exercise of any Options under any
Share Option Schemes

                       Number of        % of             Number of Ordinary   % of enlarged

                                        current issued                       issued
 Concert Party member  Ordinary Shares  share capital    Shares              share capital
 Simon Showman         18,530,600       20.75%           18,530,600          23.05%
 Barry Franks          10,238,400       11.46%           10,238,400          12.74%
 Andrew Gossage        8,052,400        9.02%            8,052,400           10.02%
 Total                 36,821,400       41.23%           36,821,400          45.81%

All of the above holdings include family members

Shareholders should note that any further increase in the interests of the
Concert Party in the Ordinary Shares of the Company, which increases the
percentage of the voting rights in which they are interested, whether
collectively or individually, other than as a result of the purchase of
Ordinary Shares pursuant to the Proposed Buy-Back Authority will be subject to
the provisions of Rule 9. Whether or not the Waiver Resolution is passed by
the Independent Shareholders, members of the Concert Party will not be
restricted from making an offer for the Company.

In the event that the Concert Party's interest in the voting rights of the
Company increases as a result of the exercise of the Proposed Buy-Back
Authority, they could not acquire any further interest in the shares of the
Company without triggering an obligation under Rule 9.

The Waiver described in the Waiver Resolution, applies only in respect of
increases in the percentage interest of the Concert Party resulting from
purchases by the Company of its own shares under the Proposed Buy-Back
Authority and not in respect of any other increases in the Concert Party's
interests in Ordinary Shares by any other means.

4.    Current Trading and Prospects

On 13 February 2024, Ultimate Products plc provided the following trading
update for the six months ended 31 January 2024:

"During the period, unaudited Group revenues decreased 4 per cent. to £84.0
million (H1 2023: £87.6m), with supermarket ordering held back by
overstocking issues, strong prior year comparatives bolstered by the
exceptionally strong demand for energy efficient air fryers in H1 2023, and
some modest revenue deferral at the end of the period due to the recent
disruption to global supply chains.

The Group has continued to drive productivity through its focus on continuous
improvement, including the automation of hundreds of tasks across the
business. Combined with lower freight rates in the period, this increased
productivity has led to the Group achieving improved operating margins.

As the Group moves into H2 2024, shipping schedules are expected to settle,
and peak air-fryer sales will move out of the prior year comparatives. More
importantly, supermarket overstocking issues are continuing to subside and
following the peak Christmas trading period more retail customers are
reporting normalised stock positions, allowing an improving order trend for
2024.

At the period end, the Group had a net bank debt/adjusted EBITDA ratio of 0.4x
(31 July 2023: 0.7x). Throughout the period of seasonal peak trading this KPI
remained below 1.0x, with net debt reaching a seasonal peak of £17.1 million
(H1 2023: £30.5 million) in December.

Outlook: The Board anticipates a full year profit performance in line with
current market expectations.

Today, the Company released its interim financial statements for the period to
31 January 2024 which stated the following: "Current trading and outlook; The
Group continues to trade in line with market expectations for FY24."

As the above mentioned guidance relates to the financial year ended 31 July
2023, at the time of its repetition in this document it constitutes a profit
forecast ('FY24 Profit Forecast').

Furthermore, given that the above mentioned guidance was originally published
before the Company elected to apply for a Rule 9 waiver, pursuant to the
Proposed Buy-Back Authority, the requirements of Rule 28.1(c)(i) of the City
Code apply in relation to the FY24 Profit Forecast.

Basis of Preparation of the FY24 Profit Forecast

The FY24 Profit Forecast has been prepared based on the Company's unaudited
management accounts

for the year ending 31 July 2024. The FY24 Profit Forecast has been prepared
on a basis consistent with the accounting policies adopted by the Company for
the year ending 31 July 2023 and those that will be applicable for the year
ending 31 July 2024. These policies are in accordance with IFRS.

Directors' confirmation

The Directors have considered the FY24 Profit Forecast and confirm that:

(a)      it remains valid as at the date of this document; and

(b) the FY24 Profit Forecast has been properly compiled on a basis of
accounting that is consistent with the Company's accounting policies, which
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
2024.

The interim financial statements can be found on the Company's website at
https://upplc.com/investor-relations/financial-reports.
(https://url.avanan.click/v2/___https:/upplc.com/investor-relations/financial-reports.___.YXAxZTpzaG9yZWNhcDphOm86MmQwNTcwNWM5N2U4ZjM1YTc3MWM2N2U1ZmRhZjc3NzY6NjoyOWIwOmUyYWUzY2M5ZTcxOTlhZGFlZDA2NjhiMmM5MzVlMGQ3MTYxNjI2NTAzM2JlODI3ZGQ0YzhkMzBkMDVkMjUxMGU6cDpU)

The Company confirms that it currently has no other unpublished price
sensitive information at the time of this announcement.

5.  General Meeting

A notice convening the General Meeting to be held at 9.00 a.m. on 2 May 2024
is set out at the end of this document.

Owing to their interests in it, the Concert Party members will not be voting
on the Waiver Resolution in respect of their combined interests of 36,821,400
Ordinary Shares representing 41.23 per cent. of the Company's issued ordinary
share capital as at the 8 April 2024, being the last practicable date prior to
the publication of this document.

6.  Action to be Taken

Please note that a hard copy form of proxy is not included with this notice.
If you would like to vote on the resolutions to be proposed at the GM, you are
requested to vote in accordance with the instructions printed below as soon as
possible.

You may request a hard copy form of proxy directly from the registrars,
Equiniti Group, on Tel: +44 (0) 371 384 2030. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. Lines are open
between 8.30 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in
England and Wales.

In the case of CREST members, by utilising the CREST electronic proxy
appointment service in accordance with the procedures set out in the Notes on
pages 24 and 25.

The instrument appointing a proxy must reach the Company's registrars,
Equiniti Group, at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DAT
no later than 9.00 a.m. on 30 April 2024.

Shareholders should note that, in order to have the right to vote at the
meeting, their holding must be entered on the Company's share register by
close of business on 30 April 2024.

7.  Recommendation

Repurchase Resolution

The Independent Directors who have been so advised by Cavendish consider the
Repurchase Resolution is fair and reasonable and in the best interests of
Shareholders and the Company as a whole. In providing advice to the Directors,
Cavendish has taken into account the Directors' commercial assessments.

Accordingly, the Independent Directors recommend all Shareholders to vote in
favour of the Repurchase Resolution to be proposed at the GM, as they intend
to do in respect of their own beneficial holdings of

Ordinary Shares which, as at 8 April 2024, being the last practicable date
prior to the publication of this document in aggregate, amount to 1,619,019
Ordinary Shares (which, for the avoidance of doubt, excludes Ordinary Shares
held by the Concert Party) representing approximately 1.81 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 consider the
market purchase by the Company of its Ordinary Shares under the Proposed
Buy-Back Authority is in the best interests of the Independent Shareholders
and the Company as a whole. The Independent Directors who have been so advised
by Cavendish, believe that the Proposed Buy-Back Authority and the Waiver
Resolution are fair and reasonable and in the best interests of the
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 Proposed Buy-Back Authority and the Waiver Resolution
as they intend to do in respect of their own beneficial holdings of Ordinary
Shares which, as at 8 April 2024, being the last practicable date prior to the
publication of this document, in aggregate amount to 1,619,019 Ordinary Shares
(which, for the avoidance of doubt, excludes Ordinary Shares held by the
Concert Party), representing approximately 1.81 per cent. of the existing
issued ordinary share capital of the Company.

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.

 

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