REG - Virgin Wines UK PLC - Notice of GM and Rule 9 Waiver
28/01/2025 07:00
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RNS Number : 8640U Virgin Wines UK PLC 28 January 2025
28 January 2025
("Virgin Wines", the "Company" or the "Group")
Notice of 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 a
shareholder circular (the "Circular") and Notice of General Meeting ("GM").
Copies of both are 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 GM will be held in person at 9:00 a.m. on Monday 24 February 2025 at the
Tickled Trout Hotel, Preston New Road, Samlesbury, Preston, PR5 0UJ.
Proposed Share Buyback 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 being granted at the Company's Annual General Meeting ("AGM") on 23
December 2024. This permitted the Company to launch a share buyback programme
in respect of up to 8,395,861 Ordinary Shares (rounded up to the nearest whole
share) in aggregate (being up to 15% of the current number of Ordinary Shares
in issue) (the Share Buyback Programme).
However, despite the authority having already been granted, the Company is
restricted from using it owing to a Concert Party being interested in more
than 30% but less than 50% of the total voting rights of the Company.
Therefore, any purchase of its own shares under the buyback authority would be
liable to trigger an obligation 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 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 an audited net cash balance of
£10.3m as at 28 June 2024, having increased approximately £4.8m in the year
ended 28 June 2024.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 new Share Buyback Programme.
The Company's intention is that 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
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.
Panmure Liberum, 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, Panmure
Liberum has taken into account the Independent Directors' commercial
assessments. 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
Graeme Weir, CFO
Panmure Liberum Limited
(Nominated Adviser and Sole Broker)
Edward Thomas
Dru Danford
Hudson Sandler
(Public Relations)
Alex Brennan
Dan de Belder
Harry Griffiths
Eloise Fleet
Tel: +44 20 3100 2222
virginwines@hudsonsandler.com (mailto:virginwines@hudsonsandler.com)
Tel: +44 20 7796 4133
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 service, that has over 130k members, using a variety of marketing
channels, as well as through its 30 strong Wine Advisor team, its Wine Plan
channel and its 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 the Circular are to
London times, unless otherwise stated.
Publication of Circular 28 January 2025
Latest time and date for receipt of Forms of Proxy 9.00 a.m. on 20 February 2025
General Meeting 9.00 a.m. 24 on February 2025
Completion of the Share Buyback Programme By 23 March 2026 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 £13,335,871 and no debt, and (ii) 55,972,405 Ordinary Shares in
issue, of which 303,495 Ordinary Shares are held in treasury. Except for the
303,495 Ordinary shares held in treasury, each Ordinary Share is a Voting
Share.
The Company intends to launch a share buyback programme in respect of up to
8,395,861 Ordinary Shares (rounded up to the nearest whole share) in aggregate
(being up to 15% of the current number of Ordinary Shares in issue) (the Share
Buyback Programme). A resolution approving the Share Buyback Programme (the
Share Buyback Resolution) was passed by the Shareholders at the 2024 AGM.
Gresham House Asset Management Limited ("GHAM"), a subsidiary of Gresham House
Limited, acting in its capacity as investment manager or adviser to the Mobeus
VCTs and the GHAM Equity Funds, and not as principal, is considered to be
interested, in aggregate, in approximately:
41.36 per cent. of the Company's issued share capital; and
41.59 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 £8.8bn (Jun-24) 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 Mobeus VCTs and the GHAM Equity Funds are together considered to
be acting in concert with GHAM for the purposes of the Takeover Code. Further
information on the Mobeus VCTs and the GHAM Equity Funds is set out in Part II
of the Circular.
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 all 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 general offer pursuant to Rule 37 of the Takeover Code.
The purpose of the 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 Waiver Resolution to be proposed at
the General Meeting.
The Circular also contains notice of the Company's General Meeting, at which
the Waiver Resolution referred to above will be proposed.
Share Buyback Programme
On 29 May 2024, the Company launched a share buyback programme (the Original
Share Buyback Programme) to buyback Ordinary Shares as announced by the
Company on 30 May 2024. The Original Share Buyback Programme was launched
stating that purchased Shares will be held in treasury and used to satisfy
options exercised under the Company's long term incentive plan (LTIP). The
Original Share Buyback Programme was paused on 10 June 2024, by which time a
total number of 310,735 Ordinary Shares were repurchased by the Company.
Upon the Company's admission to trading on AIM on 2 March 2021, the aggregate
interests of GHAM, in its capacity as investment manager or adviser to the
Mobeus VCTs and the GHAM Equity Funds, was 41.46% of both the Company's total
voting rights and its issued share capital.
As a consequence of the issue of further Ordinary Shares to other shareholders
before the Original Share Buyback Programme, these interests were reduced to
41.36%
As a consequence of the purchase of a total of 310,735 Ordinary Shares under
the Original Share Buyback Programme, the aggregate interests of GHAM, in its
capacity as investment manager or adviser to the Mobeus VCTs and the GHAM
Equity Funds:
- increased from 41.36% to 41.59% in respect of the Company's total
voting share capital; and
- remained at 41.36% in respect of the Company's issued share capital.
These purchases and the resulting increase referred to above took place
without the requisite approval of the Takeover Panel and Independent
Shareholders. The Company intends to rectify this by limiting the number of
Ordinary Shares it will purchase under the Share Buyback Programme, as set out
in more detail below.
The Share Buyback Resolution was passed by the Shareholders of the Company at
the 2024 AGM, pursuant to which the Company was given the authority (the Share
Buyback Authority) to purchase up to 8,395,861 Ordinary Shares (rounded up to
the nearest whole share) in aggregate (being 15% of the current number of
Ordinary Shares in issue). Since the grant of the Share Buyback Authority at
the 2024 AGM, the Company has not exercised any buyback of its own Ordinary
Shares pursuant to it. The Company now intends to launch the Share Buyback
Programme.
The Company continues to generate cash and held an audited net cash balance of
£10.3m as at 28 June 2024, having increased approximately £4.8m in the year
ended 28 June 2024. 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 new Share Buyback Programme.
The Company's intention is that 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
investors.
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, 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.
The Takeover Code
As set out in above, the Share Buyback Programme gives rise to certain
considerations under the Takeover Code. The Takeover Code is issued and
administered by the Takeover Panel. The Takeover Code applies to all takeover
and merger transactions, however effected, where the offeree company is, among
other things, a listed or unlisted public company resident in the United
Kingdom, the Channel Islands or the Isle of Man (and to certain categories of
private limited companies). The Company is a public company registered in the
United Kingdom with its Ordinary Shares admitted to trading on AIM and its
Shareholders are therefore entitled to the protections afforded by the
Takeover Code.
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 £8.8bn (Jun-24) 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 entities listed in Table 1 below are together considered to be
acting in concert with GHAM for the purposes of the Takeover Code.
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 all other investments within
Searchlight's portfolio.
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 41.59 per cent. of the Voting Share Capital
of the Company. As at the Latest Practicable Date, no other persons with whom
GHAM is deemed 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 55,668,910**
Relevant entity managed and/or advised by GHAM Total Ordinary Shares held Total Ordinary Shares held Total Voting Shares held
(%)
(%)
The Income & Growth VCT Plc*** 6,579,930 11.76 11.82
Mobeus Income & Growth VCT Plc*** 5,846,197 10.44 10.50
Mobeus Income & Growth 2 VCT Plc*** 3,078,059 5.50 5.53
Mobeus Income & Growth 4 VCT Plc*** 4,627,424 8.27 8.31
WS Gresham House UK Micro Cap Fund 2,505,080 4.48 4.50
IFSL Avellemy UK European Equity Fund 515,224 0.92 0.93
Total 23,151,914 41.36 41.59
*Includes Shares//votes attached to Shares held in treasury.
**Excludes Shares/votes attached to Shares held in treasury.
***Legal title held by Rapunzel. In addition, on 26 July 2024, MIG 2 was
merged into MIG and MIG 4 was merged into TIG pursuant to schemes of
reconstruction under section 110 of the Insolvency Act 1986 although Rapunzel
remains and will remain the registered holder of the legal title of the
aggregate number of Ordinary Shares set opposite the names of the Mobeus VCTs
in Table 1 above and, as at the date of the Circular, transfers of shares in
the capital of Rapunzel form MIG 2 and MIG 4 have not yet taken place.
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 the Circular.
Application of the Takeover Code
Under Rule 9 of the Takeover Code, any person who acquires, whether by a
series of transactions over a period of time or not, an interest in shares (as
defined in the Takeover Code) which, when taken together with shares in which
that person or persons acting in concert with that person are already
interested in or acquired by persons acting in concert with him/her, carry 30
per cent. or more of the voting rights of a company which is subject to the
Takeover Code or is interested in 30 per cent. or more but does not hold more
than 50 per cent. of the shares carrying voting rights of such a company and
acquires an interest in any additional shares carrying voting rights of that
company, is normally required to make a general cash offer to all the
remaining shareholders of the company to acquire their equity shares and
transferable securities carrying voting rights in the company. An offer under
Rule 9 of the Takeover Code must be in cash at the highest price paid by the
person or the group of persons acting in concert in the preceding 12 months.
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 general 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 general 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 Mobeus VCTs and the GHAM Equity Funds,
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 23
March 2026 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 general offer under Rule 9 of the Takeover Code as a result of the
exercise of the Share Buyback Authority.
As mentioned above, the Company's intention is that, amongst other purposes,
the share buyback of up to 8,395,861 Ordinary Shares will be used to satisfy
options exercised under the LTIP. Currently, if all options granted under the
LTIP which:
(a) have vested already but are not yet exercised and
which remain capable of being exercised (a total of 141,368 Ordinary Shares);
and
(b) will vest on 6 December 2024 and will, on and from that
date, be capable of being exercised (a total of 285,113 Ordinary Shares),
were exercised, the Company could satisfy the exercise of all such options as
to 303,495 Ordinary Shares from Ordinary Shares currently held in treasury and
the balance of 122,986 Ordinary Shares from Ordinary Shares proposed to be
acquired under the Share Buyback Programme and held in treasury. The
alternative would be that the Company issues 122,986 new Ordinary Shares in
order to satisfy all of the options granted under the LTIP referred to in
sub-paragraphs (a) and (b) above if exercised in full.
The shareholdings and maximum voting rights of each of the Mobeus VCTs and
GHAM Equity Funds, assuming all options granted under the LTIP referred to in
sub-paragraphs (a) and (b) above are exercised, are set out in the Table 2
below.
Table 2
Total Ordinary Shares in issue 56,095,391
Total Voting Shares in issue 56,095,391
Relevant entity managed and/or advised by GHAM Total Ordinary Shares held Total Ordinary Shares held Total Voting Shares held
(%)
(%)
The Income & Growth VCT Plc 6,579,930 11.73 11.73
Mobeus Income & Growth VCT Plc 5,846,197 10.42 10.42
Mobeus Income & Growth 2 VCT Plc 3,078,059 5.49 5.49
Mobeus Income & Growth 4 VCT Plc 4,627,424 8.25 8.25
WS Gresham House UK Micro Cap Fund 2,505,080 4.47 4.47
IFSL Avellemy UK European Equity Fund 515,224 0.92 0.92
Total 23,151,914 41.27 41.27
If the maximum number of Ordinary Shares (being 8,395,861 Ordinary Shares) are
bought back and cancelled by the Company pursuant to the Share Buyback
Authority and assuming (i) that neither GHAM nor any person considered to be
acting in concert with it participates in the Share Buyback Programme, (ii)
that no further Ordinary Shares are issued by the Company, and (iii) in the
unlikely event that all Ordinary Shares currently held in treasury (303,495
Ordinary Shares) remain in treasury, then GHAM would, in aggregate, be
considered to be interested in Ordinary Shares carrying a maximum of 48.97 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 shareholdings and maximum voting rights of each of the
Mobeus VCTs and the GHAM Equity Funds are set out in Table 3 below.
Table 3
Total Ordinary Shares in issue 47,576,544
Total Voting Shares in issue 47,273,049
Relevant entity managed and/or advised by GHAM Total Ordinary Shares held Total Ordinary Shares held Total Voting Shares held
(%)
(%)
The Income & Growth VCT Plc 6,579,930 13.83 13.92
Mobeus Income & Growth VCT Plc 5,846,197 12.29 12.37
Mobeus Income & Growth 2 VCT Plc 3,078,059 6.47 6.51
Mobeus Income & Growth 4 VCT Plc 4,627,424 9.73 9.79
WS Gresham House UK Micro Cap Fund 2,505,080 5.27 5.30
IFSL Avellemy UK European Equity Fund 515,224 1.08 1.09
Total 23,151,914 48.67 48.97
Following exercise of the Share Buyback Authority in full, GHAM, in its
capacity as investment manager or adviser to the Mobeus VCTs and the GHAM
Equity Funds, 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 Rule 9 Waiver is approved, then GHAM will not be required to make an
offer.
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
deemed to be acting, in concert with it, including those persons described
above), 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.
Further, the Company (as agreed with the Takeover Panel) commits to not use
the Share Buyback Authority in full and will limit the number of Ordinary
Shares it purchases pursuant to it to 8,085,126 Ordinary Shares (being 14.44
per cent. of the Company's issued share capital), recognising the number of
Ordinary Shares it purchased in the Original Buy Back Programme. The rationale
for limiting the number of Ordinary Shares the Company's purchases in this way
is to put right the fact that 310,735 Ordinary Shares (as highlighted in
paragraph 2 above) were repurchased by the Company pursuant to the Original
Share Buyback without the requisite approval from the Takeover Panel and
Independent Shareholders which increased the percentage voting rights held by
the Concert Party.
Your attention is drawn to Part II (Additional Information) of the Circular
which sets out certain further information and financial information that is
required to be disclosed in the 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 41.59%, 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.
Panmure Liberum, 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, Panmure
Liberum has taken into account the Independent Directors' commercial
assessments. 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.
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AnnouncementREG - Virgin Wines UK PLC - Holding(s) in Company
AnnouncementREG - Virgin Wines UK PLC - Holding(s) in Company
AnnouncementREG - Virgin Wines UK PLC - Transaction in Own Shares
Announcement