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Launch of Share Buyback Programme

In brief · summary, not quotable

Naked Wines launches £2 million share buyback programme to be conducted by Panmure Liberum.

  • Maximum buyback amount £2 million
  • Maximum shares to be repurchased 7,400,413 Ordinary Shares
  • Nominal value per share 7.5 pence
Full announcement

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Naked Wines is pleased to announce the launch of a share buyback programme ("Share Buyback Programme") to purchase ordinary shares of 7.5 pence each in the capital of the Group ("Ordinary Shares") up to a maximum aggregate consideration of £2 million (the "Maximum Amount") in order to further enhance shareholder returns.

Naked Wines has entered into a non-discretionary arrangement with Panmure Liberum Limited ("Panmure Liberum"), to conduct the Share Buyback Programme on its behalf starting from today. Under these arrangements, Panmure Liberum will make trading decisions in relation to the buyback of the Group's ordinary shares of 7.5 pence each independently of the Group within the programme terms and pre-set parameters.

In line with the authority given at the 2024 AGM, the maximum price per Ordinary Share (exclusive of exepnses) may not exceed the higher of 105 per cent of the average middle market quotations for an Ordinary Share, as derived from the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which the Ordinary Share is purchased; an amount equal to the higher of the price of the last independent trade of an ordinary share; and the highest current independent purchase bid for an ordinary share on the trading venue where the purchase is carried out at the relevant time, including when shares are traded on different venues.

All ordinary shares repurchased by the Group under the Share Buyback Programme will be cancelled.

Shares purchased under the Share Buyback Programme will continue to take place in open market transactions and may be made from time to time depending on market conditions, share price and trading volumes. The Share Buyback Programme will be effected under the authority granted by shareholders at the Group's September 2024 Annual General Meeting ("AGM") to purchase a maximum of 7,400,413 Ordinary Shares. This authority will expire at the conclusion of the next AGM of the Company in September 2025, however the Board intend to seek renewal of this power at its 2025 AGM.

The Share Buyback Programme will be conducted within the parameters of the Market Abuse Regulation 596/2014/EU as it forms part of UK law by virtue of the European Union (withdrawal) Act 2018, as amended and the delegated regulations made pursuant to it, save that there may be circumstances where the Company conducts share repurchases such that they exceed 25 per cent (but not more than 50 per cent) of the average daily volume in Ordinary Shares for the 20 trading days prior to the share repurchase (the "Volume Limit"). Accordingly, the Group may not benefit from the exemption contained in Article 5(1) of MAR in these circumstances. The Volume Limit may be exceeded should Panmure Liberum consider, at its discretion, that an opportunity has arisen to acquire a significant number of shares in one trade. In such circumstances, an announcement of the purchase will be made as soon as possible following such trade taking place.

The Group has authorised the Share Buyback Programme to commence from today and will continue until the earlier of: the date on which the Maximum Amount payable by the Company has been reached, or 4 November 2025, conditional on the share buyback authority being renewed at the Company's 2025 AGM.

The Group confirms that it currently has no unpublished price sensitive information.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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