REG - Virgin Wines UK PLC - Notice of AGM & GM, Proposed Share Buyback, Rule 9

Virgin Wines UKAnnouncement

18/11/2025 17:00

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RNS Number : 0524I  Virgin Wines UK PLC  18 November 2025

18 November 2025

 

 

Virgin Wines UK plc

("Virgin Wines", the "Company" or the "Group")

 

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

 

Virgin Wines UK plc (AIM: VINO), one of the UK's largest direct-to-consumer
online wine retailers, announces today that it has posted to shareholders its
Notice of Annual General Meeting ("AGM"), together with a shareholder circular
(the "Circular") and Notice of General Meeting ("GM"). Copies of all documents
will shortly available on the Company's website at www.virginwinesplc.co.uk or
by request. They are also available on request from the Company at its
registered office.

The AGM will be convened at 8:30 a.m. on Wednesday 10 December 2025, followed
immediately thereafter by the GM at 9:00 am on the same day. Both meetings
will be held in person at the Marriott Preston, Garstang Road, Broughton,
Preston, PR3 5JB.

Share Buyback Authority and Rule 9 Waiver

The Company has historically sought and received approval from its
Shareholders to make market purchases of its own shares. The most recent
authority was granted at the Company's last AGM on 23 December 2024, which
permitted the Company repurchase up to 15% of the Ordinary Shares in issue at
that date.

In conjunction with this the Company was required to also seek shareholder
approval for a Rule 9 Waiver, owing to the exercise of the share buyback
programme inadvertently triggering the requirement for the Concert Party to
make an offer, in cash, for the entire issued share capital of the Company
under Rule 9 of the City Code. The Company obtained shareholder approval in
relation to this at the General Meeting held on 24 February 2025.

On 26 March 2025 the Company announced its growth strategy and capital
allocation plan, part of which was to launch a share buy back programme to
repurchase up to 15% of the Company's issued share capital.

Given the existing share buyback authority is due to expire on 6 January 2027,
the Company will seek the authority from Shareholders to continue its Share
Buyback Programme (as defined in the 26 March 2025 announcement) and
repurchase further ordinary shares up to 7.15% (being 4,004,739 Ordinary
Shares rounded up to the nearest whole share) of its currently issued share
capital at the AGM to be held on 10 December 2025. At the same time, the
Company will again seek approval from Shareholders at the General Meeting held
the same day, with respect to the waiving the obligation for the Concert Party
to make a mandatory offer pursuant to Rule 37 of the Takeover Code ("Waiver
Resolution"). The purpose of the Circular is to provide information on the
background to and reasons for the proposals and to explain why the Board
considers such proposals to be in the best interests of the Company and the
Shareholders as a whole and why the Independent Directors unanimously
recommend that you vote in favour of the Waiver Resolution to be proposed at
the General Meeting.

The Company continues to generate cash and held available cash of £10.3
million at the Last Practicable Date. The Company has a strong balance sheet
with no debt. The Board continually reviews the Company's capital allocation
policy and options include investment in organic growth, M&A, initiating a
dividend policy and implementing this Share Buyback Programme.

The Company's intention is that the Share Buyback Programme will continue to
be used to satisfy options exercised under the LTIP. In addition, as part of
the Company's capital allocation plan announced on 26 March 2025, the Company
will use the Share Buyback Programme as a mechanism to return surplus cash to
investors.

The Waiver Resolution proposes to approve the waiver conditionally granted by
the Takeover Panel for the disapplication of Rule 9 of the Takeover Code
following the undertaking by the Company of the Share Buyback Programme
(whether in whole or in part). The Takeover Panel has confirmed that, subject
to the Waiver Resolution being passed by the requisite majority of the
Independent Shareholders on a poll, no mandatory bid obligation on the Concert
Party (or any other persons with whom it may be acting in concert) under Rule
9 of the Takeover Code would be triggered by virtue of the Share Buyback
Programme. The Waiver Resolution seeks the approval of the Panel Waiver by
Shareholders.

The Independent Directors believe it is in the best interests of the Company
that the Waiver Resolution be passed and hereby recommend that Independent
Shareholders vote, or procure the vote, in favour of the Waiver Resolution.
Cavendish, as the Company's Nominated Adviser, has provided formal advice to
the Independent Directors that it considers the terms of these proposals to be
fair and reasonable and in the best interests of Shareholders and the Company
as a whole. In accordance with the requirements of the Takeover Code, members
of the Concert Party are not permitted to vote on the Waiver Resolution in
respect of their aggregate holding of 23,151,914 Ordinary Shares.

Capitalised terms used but not defined in this announcement have the meanings
given to them in the definitions set out in the Circular. Certain extracts
from the Circular are set out below.

 

- Ends -

Enquiries:

 

 Virgin Wines UK plc                                            Via Hudson Sandler

 Jay Wright, CEO

 Amanda Cherry, CFO

 Cavendish (Nominated Adviser and Sole Broker)                  Tel: +44 (0) 20 7220 0500

 Matt Goode

 Seamus Fricker

 Elysia Bough

 Hudson Sandler                                                 virginwines@hudsonsandler.com (mailto:virginwines@hudsonsandler.com)

 (Public Relations)                                             Tel: +44 20 7796 4133

 Dan de Belder

 Harry Griffiths

 Jackson Redley

 

 

 

Notes to editors:

 

About Virgin Wines

Virgin Wines is one of the UK's largest direct-to-consumer online wine
retailers. It is an award-winning business which has a reputation for
supplying and curating high quality products, excellent levels of customer
service and innovative ways of retailing.

 

The Company was established in 2000 by the Virgin Group and was subsequently
acquired by Direct Wines in 2005 before being bought out by the Virgin
Wines management team, led by CEO Jay Wright and CFO Graeme Weir, in 2013.
It listed on the London Stock Exchange's Alternative Investment Market (AIM)
in 2021. Virgin Wines is headquartered in Norwich, with two fully bonded,
national distribution centres in Preston and Bolton. It stocks over 650
wines sourced from more than 40 trusted winemaking partners and suppliers
around the world which it sells to a large active customer base, the majority
of whom are on one of the Group's subscription schemes.

 

The Company drives the majority of its revenue though its fast-growing
WineBank subscription scheme, using a variety of marketing channels, as well
as through its Wine Advisor team, Wine Plan channel and Pay As You Go service.

 

Along with its extensive range of award-winning products, Virgin Wines was
delighted that its flagship WineBank service was awarded 'Wine Club of the
Year' at the 2024 IWC Awards, was named Online Drinks Retailer of the Year for
2022 at the Drinks Retailing Awards, as well as receiving the bronze award for
Contact Centre of the Year at the 2022 UK National Contact Centre Awards. In
addition, in 2023 the Group's Head of Buying, Sophie Lord, was named Buyer of
the Year by Decanter magazine.

 

https://www.virginwinesplc.co.uk/ (https://www.virginwinesplc.co.uk/)

 

 

 

Extracts from Circular

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The dates and times set out below are based on the Company's current
expectations and may be subject to change. Any change will be notified via a
Regulatory Information Service. References to times in this Circular are to
London times, unless otherwise stated.

 

 Publication of this Circular                        18 November 2025

 Latest time and date for receipt of Forms of Proxy  9.00 a.m. on 8 December 2025

 General Meeting                                     9.00 a.m. on 10 December 2025

 Completion of the Share Buyback Programme           By 6 January 2027 or, if earlier, at the conclusion of the next annual general
                                                     meeting of the Company

 

 

Introduction

As at the Latest Practicable Date, the Company had (i) available cash of
approximately £10.3 million and no debt, and (ii) 55,972,405 Ordinary Shares
in issue, of which 4,391,122 Ordinary Shares are held in treasury. Except for
the 4,391,122 Ordinary Shares held in treasury, each Ordinary Share is a
Voting Share.

The Company intends to continue a share buyback programme in respect of up to
15 per cent. of its entire issued share capital, in relation to up to
4,004,739 Ordinary Shares (rounded up to the nearest whole share) in aggregate
(being up to 7.15 per cent. of the current number of Ordinary Shares in issue)
(the Share Buyback Programme).

GHAM, in its capacity as investment manager or adviser to the Gresham House
VCTs and WS Gresham, is considered to be interested, in aggregate, in
approximately:

41.36 per cent. of the Company's issued share capital; and

44.88 per cent. of the Company's voting share capital.

GHAM is a specialist alternative asset management group, targeting strong
financial returns with a focus on sustainable investments across a range of
strategies, with expertise covering forestry, real estate, infrastructure,
renewable energy, battery energy storage, and public and private equity.

GHAM actively manages £8.7 billion (30 June-25) of assets with a footprint
that spans the UK, Ireland, Australia, and New Zealand, on behalf of
institutions, charities and endowments, family offices, private individuals,
and their advisers.

Each of the Gresham House VCTs and WS Gresham are together considered to be
acting in concert with GHAM for the purposes of the Takeover Code. Further
information on the Gresham House VCTs and WS Gresham is set out in paragraph 9
of Part II of this document.

In addition, GHAM is also considered to be acting in concert with entities
controlled by the Searchlight Controlling Persons, including Searchlight and
the Searchlight Funds, and other entities controlled by the Searchlight Funds,
which include GHAM, GHL, the immediate parent company of GHAM, and Seed Bidco
Limited, the immediate parent company of GHL. Searchlight, which advises the
Searchlight Funds, is a private investment firm founded in 2010. Seed Bidco
Limited acquired GHL in 2023. GHL is a majority-owned portfolio company of the
Searchlight Funds in the same manner as other investments within Searchlight's
portfolio.

Given GHAM is considered to be interested in Ordinary Shares which, in
aggregate, would carry no less than 30 per cent. of the Voting Share Capital
but does not hold more than 50 per cent. of the Voting Share Capital, any
increase in the aggregate percentage voting rights in which GHAM is considered
to be interested as a result of the Share Buyback Programme would require GHAM
to make an offer for the Ordinary Shares not owned by it in accordance with
Rule 9 of the Takeover Code. Accordingly, the Company's ability to commence
the Share Buyback Programme will be conditional on Independent Shareholders
passing the Waiver Resolution approving a waiver of the obligation for GHAM to
make a mandatory offer pursuant to Rule 37 of the Takeover Code.

The details of the effect of the Share Buyback Programme on the aggregate
interests of GHAM are set out in paragraph 4 below and paragraph 6.3 of Part
II of this document.

The purpose of this Circular is to provide you with information on the
background to and reasons for the Proposals set out herein, to explain why the
Board considers such Proposals to be in the best interests of the Company and
the Shareholders as a whole and why the Independent Directors unanimously
recommend that you vote in favour of the Share Buyback Resolution and Waiver
Resolution to be proposed at the General Meeting.

This Circular also contains notice of the Company's General Meeting, at which
the Share Buyback Resolution and Waiver Resolution referred to above will be
proposed.

The General Meeting is to be held at 9:00 a.m. on 10 December 2025 at Marriott
Preston, Garstang Road, Broughton, Preston, PR3 5JB (or as soon afterwards as
the AGM convened for 8:30 a.m. on the same date has concluded). Further
details are set out in paragraph 5 below.

 

Share Buyback Programme

The Company has historically sought authority and received approval from its
Shareholders to make market purchases of its own Ordinary Shares, with the
most recent authority being passed at the 2024 AGM, permitting the Company to
repurchase up to 8,395,861 Ordinary Shares (rounded up to the nearest whole
share) in aggregate (being 15 per cent. of the current number of Ordinary
Shares in issue) (the 2024 Share Buyback Authority). In addition, on 24
February 2025, independent Shareholder approval was obtained in respect of a
waiver granted by the Takeover Panel of any obligation which might otherwise
have arisen on GHAM to make a mandatory offer to Shareholders pursuant to Rule
9 of the Takeover Code as a result of any market purchases of Ordinary Shares
by the Company pursuant to the 2024 Share Buyback Authority.

The Company now intends to seek Shareholders' approval for authority to
continue the Share Buyback Programme.

The Company continues to generate cash and held an audited net cash balance of
£9.3 million as at 27 June 2025 and has a strong balance sheet with no debt.
The Board continually reviews the Company's capital allocation policy and
options include investment in organic growth, M&A, initiating a dividend
policy and implementing the Share Buyback Programme.

The Company's intention is that Ordinary Shares repurchased pursuant to the
Share Buyback Programme will be used to satisfy options exercised under the
LTIP. In addition, as part of the Company's capital allowance review as noted
above, the Company also intends to use the Share Buyback Programme as a
mechanism to return surplus cash to Shareholders.

The maximum price (exclusive of expenses) to be paid in relation to any share
purchase will be five per cent. above the average middle market quotations for
an Ordinary Share (as derived from the London Stock Exchange's Daily Official
List) for the five business days immediately preceding the date on which such
Ordinary Share is contracted to be purchased. The minimum price (exclusive of
expenses) to be paid in relation to any share purchase will be its nominal
value.

The Company will be under no obligation to buy back the maximum number of
Ordinary Shares that the Share Buyback Authority allows and will consider the
best course of action for the Company in light of the prevailing share price
and investment opportunities at the relevant time.

The Board reserves the right to decide how much of the Voting Share Capital
the Company will buy back under the Share Buyback Authority (up to the maximum
amount permitted by the Share Buyback Authority), and may decide to
discontinue the Share Buyback Programme entirely if the Board decides that it
would not be in the best interests of the Company and its Shareholders as a
whole for the Company to undertake or continue the Share Buyback Programme, at
the relevant time.

 

Purchases of Own Shares

The Board is seeking the Share Buyback 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, 7.15 per cent. of the issued share capital of the
Company (exclusive of 4,391,122 Ordinary Shares held in treasury) as at the
Latest Practicable Date, being 55,972,405 Ordinary Shares, and subject to such
pricing restrictions as described in paragraph 2 of this Part I above.

The Board is seeking the flexibility to buy back shares should it consider it
appropriate to do so. However, the Board will only exercise the Share Buyback
Authority after taking account of the overall financial position of the
Company and in circumstances where it believes 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.

 

The Takeover Code

The Takeover Code applies to the Company. Under Rule 9 of the Takeover 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% or more of the voting rights of a company which is
subject to the Takeover 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%
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 has agreed with the Takeover Panel that each of the entities
listed below are acting in concert (together, Concert Party) with GHAM in
relation to the Company:

Gresham House Income & Growth VCT Plc (GHIG) - an independently
self-managed venture capital trust, for which GHAM acts as investment adviser;

Gresham House Income & Growth 2 VCT Plc (GHIG 2) - an independently
self-managed venture capital trust, for which GHAM acts as investment adviser;
and

WS Gresham House UK Micro Cap Fund (WS Gresham) - an open-ended investment
company, for which GHAM acts as investment manager.

In addition, GHAM is also presumed to be acting in concert with entities
controlled by the Searchlight Controlling Persons, including Searchlight and
the Searchlight Funds, and other entities controlled by the Searchlight Funds,
which include GHAM, GHL, the immediate parent company of GHAM, and Seed Bidco
Limited, the immediate parent company of GHL. Searchlight, which advises the
Searchlight Funds, is a private investment firm founded in 2010. Seed Bidco
Limited acquired GHL in 2023. GHL is a majority-owned portfolio company of the
Searchlight Funds in the same manner as all other investments within
Searchlight's portfolio.

Table 1 in paragraph 4.1 below shows the respective individual interests in
shares of the members of the Concert Party currently hold.

Following completion of the Share Buyback Programme as set out in paragraph 1
of this Part I, the members of the Concert Party will be interested in
23,151,914 Ordinary Shares, representing 48.66% of the voting rights of the
Company. Table 2 in paragraph 4.3 below shows the respective individual
interests in shares of the members of the Concert Party on completion of the
Share Buyback Programme.

Following completion of the Share Buyback Programme, the members of the
Concert Party will be interested in shares carrying more than 30% of the
voting rights of the Company but will not hold shares carrying more than 50%
of the voting rights of the Company. For as long as they continue to be acting
in concert, any increase in their aggregate interest in shares will be subject
to the provisions of Rule 9.

 

Information on GHAM

GHAM is a specialist alternative asset management group, targeting strong
financial returns with a focus on sustainable investments across a range of
strategies, with expertise covering forestry, real estate, infrastructure,
renewable energy, battery energy storage, and public and private equity.

GHAM actively manages £8.7 billion (30 June-25) of assets with a footprint
that spans the UK, Ireland, Australia, and New Zealand, on behalf of
institutions, charities and endowments, family offices, private individuals,
and their advisers.

The Company has agreed with the Takeover Panel that each of the entities
listed in Table 1 below is a member of the Concert Party GHAM in relation to
the Company.

As at the Latest Practicable Date, GHAM is considered to be interested in
Ordinary Shares equating to an aggregate of 41.36 per cent. of the issued
share capital of the Company and 44.88 per cent. of the Voting Share Capital
of the Company. As at the Latest Practicable Date, no other persons with whom
GHAM is presumed to be acting in concert, including those persons and entities
referred to above, had any interests in Ordinary Shares.

Table 1

 Total Ordinary Shares in issue                  55,972,405*
 Total Voting Shares in issue                    51,581,283**
 Relevant entity managed and/or advised by GHAM  Total Ordinary Shares held  Total Ordinary Shares held  Total Voting Shares held

(%)
(%)
 Gresham House Income & Growth VCT Plc***        11,207,354                  20.02                       21.73
 Gresham House Income & Growth 2 VCT Plc***      8,924,256                   15.94                       17.30
 WS Gresham House UK Micro Cap Fund              3,020,304                   5.40                        5.86
 Total                                           23,151,914                  41.36                       44.88

*Includes Ordinary Shares//votes attached to Ordinary Shares held in treasury.

**Excludes Ordinary Shares/votes attached to Ordinary Shares held in treasury.

***Legal title held by Rapunzel which will remain the registered holder of the
legal title of the aggregate number of Ordinary Shares set out opposite the
names of the Gresham House VCTs in Table 1 above. As part of a merger process,
Mobeus Income & Growth 2 VCT Plc and Mobeus Income & Growth 4 VCT Plc
were put into liquidation with the assets transferred to Mobeus Income &
Growth VCT Plc and The Income & Growth VCT Plc respectively. In June 2025,
Mobeus Income & Growth VCT Plc and The Income & Growth VCT Plc were
renamed to become Gresham House Income & Growth 2 VCT Plc and Gresham
House Income & Growth VCT Plc respectively. On 8 October 2025, 515,224
Ordinary Shares were transferred by Avellemy to WS Gresham.

Further information on GHAM and the other persons and entities with whom it is
considered to be acting in concert is set out in Part II (Additional
Information) of this Circular.

 

Application of the Takeover Code

The Takeover Code applies to the Company. Under Rule 9 of the Takeover 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% or more of the voting rights of a company which is
subject to the Takeover 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%
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.

Accordingly, pursuant to Rule 9 of the Takeover Code, if the Board were to
effect the Share Buyback Programme, resulting in an increase to the percentage
of the voting rights which GHAM is considered to be interested in, GHAM may be
required to make a general cash offer to all other Shareholders to acquire
their Ordinary Shares, unless such obligation has been waived by the Takeover
Panel.

Rule 37 of the Takeover Code specifically refers to situations where a company
purchases its own voting shares, noting that any 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 purposes of Rule 9 of the Takeover Code, but that the Takeover Panel will
normally waive any such resulting obligation to make a mandatory offer if
there is a vote of the independent shareholders.

 

Panel Waiver

In order to enable the Company to effect the Share Buyback Programme without
triggering a mandatory offer obligation for GHAM, the Company has consulted
with the Takeover Panel and the Takeover Panel has agreed to waive the
requirement for GHAM to make a mandatory offer to all Shareholders under Rule
9 of the Takeover Code in circumstances where, following the Share Buyback
Programme, the aggregate percentage holding of GHAM, in its capacity as
investment manager or adviser to the Gresham House VCTs and WS Gresham, and
any persons with whom it is considered to be acting in concert increases (the
Panel Waiver). This Panel Waiver is subject to the approval by a vote of
Independent Shareholders on a poll at the General Meeting. The Waiver
Resolution seeks this approval. The duration of the Panel Waiver is the same
as the duration of the Share Buyback Authority and will therefore expire on 6
January 2027 or, if earlier, at the conclusion of the next annual general
meeting of the Company. Accordingly, should Independent Shareholders approve
the Waiver Resolution, they will be waiving the requirement for GHAM to make a
mandatory offer under Rule 9 of the Takeover Code as a result of the exercise
of the Share Buyback Authority.

The Company intends to continue the Share Buyback Programme in respect of up
to 4,004,739 Ordinary Shares (rounded up to the nearest whole Ordinary Share)
in aggregate (being 7.15% of the current number of Ordinary Shares in issue)
with a specific grant of waiver from the obligation under Rule 9 of the
Takeover Code in accordance with Rule 37 and Appendix 1 of the Takeover Code.
Such authority would not be in addition to the authority obtained in relation
to any of the 3,403,916 Ordinary Shares that are remaining and contracted to
be repurchased prior to expiry of the 2024 Share Buyback Authority and
therefore to the extent that the Company makes any further repurchases of
Ordinary Shares under the 2024 Share Buyback Authority, the Company shall
restrict any future repurchases of Ordinary Shares under the Share Buyback
Programme by an equivalent number of Ordinary Shares.

If the maximum requested number of Ordinary Shares (being 4,004,739 Ordinary
Shares) are bought back and cancelled by the Company pursuant to the Share
Buyback Authority and assuming (i) that neither GHAM nor any member of the
Concert Party participates in the Share Buyback Programme, and (ii) that no
further Ordinary Shares are issued by the Company, then GHAM would, in
aggregate, be considered to be interested in Ordinary Shares carrying a
maximum of 48.66 per cent. of the Voting Share Capital, which is the highest
possible percentage of the Voting Share Capital GHAM could obtain if the Share
Buyback Authority is exercised in full. The maximum numbers of shares and
maximum voting rights that each of the Gresham House VCTs and WS Gresham could
potentially be interested in if the maximum requested number of Ordinary
Shares (being 4,004,739 Ordinary Shares) are bought back and cancelled by the
Company pursuant to the Share Buyback Authority and on the basis of the above
assumptions are set out in Table 2 below.

Table 2

 Total Ordinary Shares in issue                  47,576,544
 Total Voting Shares in issue                    47,576,544
 Relevant entity managed and/or advised by GHAM  Total Ordinary Shares held  Total Ordinary Shares held  Total Voting Shares held

(%)
(%)
 Gresham House Income & Growth VCT Plc           11,207,354                  23.56                       23.56
 Gresham House Income & Growth 2 VCT Plc         8,924,256                   18.76                       18.76
 WS Gresham House UK Micro Cap Fund              3,020,304                   6.35                        6.35
 Total                                           23,151,914                  48.66                       48.66

 

Following exercise of the Share Buyback Authority in full, GHAM, in its
capacity as investment manager or adviser to the Gresham House VCTs and WS
Gresham, would be considered to be interested in Ordinary Shares carrying over
30 per cent. of the Voting Share Capital but would not hold Ordinary Shares
carrying more than 50 per cent. of the Voting Share Capital and, as long as
GHAM and the persons with whom it is considered to be acting in concert
continue to be treated as acting in concert, any further increase in their
aggregate interests in Ordinary Shares will be subject to Rule 9 of the
Takeover Code.

If the Panel Waiver is approved, then GHAM will not be required to make an
offer, however it will not be restricted from making an offer should it wish
to do so.

Accordingly, whilst the obligations under Rule 9 of the Takeover Code would be
waived in relation to any exercise of the Share Buyback Authority, any other
future share buybacks after the expiry of the Panel Waiver or purchases of any
interest in shares in the Company by GHAM (or any other persons acting, or
presumed to be acting, in concert with it, including the members of the
Concert Party), would remain subject to Rule 9 and the other provisions of the
Takeover Code.

GHAM has confirmed to the Company that it is not proposing, following any
increase in the percentage interests in the Voting Share Capital in which it
is considered to be interested as result of the Share Buyback Programme, to
seek any change in the general nature of the Company's business. GHAM has
further confirmed that it has no intention to change the Company's plans with
respect to: (i) the composition of the Board, nor the Company's plans with
respect to the continued employment of employees and management of the Company
and its subsidiaries (including any material change in conditions of
employment) or any material change to the balance of skills and functions of
the employees and management; (ii) the Company's future business and its
strategic and development plans; (iii) the location of the Company's
headquarters or headquarter functions or the location of the Company's place
of business; (iv) employer contributions into any of the Company's pension
schemes, the accrual of benefits for existing members, nor the admission of
new members; (v) redeployment of the Company's fixed assets; or (vi) the
continuation of the Ordinary Shares being admitted to trading on AIM.

Your attention is drawn to Part II (Additional Information) of this Circular
which sets out certain further information and financial information that is
required to be disclosed in this Circular pursuant to the rules contained in
the Takeover Code.

Under Rule 25.2 of the Takeover Code, only the Independent Directors are able
to make a recommendation to the Independent Shareholders with respect to the
proposed Waiver Resolution.

The Independent Directors draw to the Shareholders' attention that a result of
the Share Buyback Programme is that GHAM's aggregate holding of the Company's
Voting Share Capital, which today represents 44.88 per cent., may increase.
The Independent Directors also note the commitments confirmed above by GHAM
that, amongst other items, it is not proposing to seek any change in the
general nature of the Company's business, strategy or listed status.

The Independent Directors believe it is in the best interests of the Company
that the Waiver Resolution be passed and hereby recommend that Independent
Shareholders vote, or procure the vote, in favour of the Waiver Resolution.
Cavendish, as the Company's independent financial adviser, has provided formal
advice to the Independent Directors that it considers the terms of these
Proposals to be fair and reasonable and in the best interests of Shareholders
and the Company as a whole. In providing this advice, Cavendish has taken into
account the Independent Directors' commercial assessments. In accordance with
the requirements of the Takeover Code, neither GHAM (nor any other persons
acting, or presumed to be acting, in concert with it, including the members of
the Concert Party) are permitted to vote on the Waiver Resolution in respect
of their aggregate holding of 23,151,914 Ordinary Shares.

 

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