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Launch of Share Buyback via RABB

In brief · summary, not quotable

Naked Wines plc has launched a share buyback programme via a Reverse Accelerated Bookbuild (RABB Buyback) to repurchase ordinary shares up to a maximum aggregate consideration of £1 million, reflecting the board's belief that shares are trading below intrinsic value. This follows a similar £1 million buyback completed in early March 2026. The RABB Buyback will commence immediately and close at 16:35 BST on 23 March 2026, with the final number of shares and purchase price to be agreed at the close. All purchased shares will be held in treasury and will not carry voting rights. The company also reiterated its ongoing capital distribution policy, aiming to return up to 50% of adjusted EBITDA, and may consider further on-market buybacks if the RABB Buyback is undersubscribed.

Full announcement

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Naked Wines is pleased to announce the launch of a share buyback via Reverse Accelerated Bookbuild ("RABB Buyback") to purchase ordinary shares of 7.5 pence each in the capital of the Group ("Ordinary Shares") up to a maximum aggregate consideration of £1 million (the "Maximum Amount"). This RABB Buyback is in line with the Company's publicly stated capital allocation policy, and follows the £1m buyback completed in early March 2026. It reflects the Board's view that shares will be purchased at prices well below their intrinsic value, thereby increasing intrinsic value per share for all remaining shareholders.

Naked Wines has entered into an arrangement with Panmure Liberum Limited ("Panmure Liberum"), to conduct the RABB Buyback on its behalf starting from today, pursuant to which Panmure Liberum will purchase, as principal up to the Maximum Amount.

The RABB Buyback will commence immediately following this announcement and will be closed at 16:35 (BST) on 23 March 2026 (or other such time as the Company and Panmure Liberum agree). The final number of Ordinary Shares to be purchased, together with the purchase price will be agreed at the close of the RABB Buyback at the sole discretion of the Company and Panmure Liberum, but no more than as set out in the authority given at the 2025 AGM, under which authority to purchase 2,942,192 remains. The results of the RABB Buyback will be announced as soon as practicable thereafter. To the extent that the RABB Buyback is oversubscribed, orders will be scaled back (whether on a pro rata basis or otherwise) at the sole discretion of the Company and Panmure Liberum.

CREST Shareholders wishing to sell Ordinary Shares as part of the RABB Buyback should inform their broker to contact Panmure Liberum before 16:35 (BST) on 23 March 2026.

For logistical reasons, the RABB Buyback is not being made available to shareholders who hold their Ordinary Shares in certificated form.

Purchase of the Company's Ordinary Shares pursuant to the RABB Buyback will take place following announcement of the result of the RABB Buyback, expected on or around 24 March 2026.

All Ordinary Shares purchased under the RABB Buyback shall be classified as shares held in treasury. Such treasury shares have no voting rights at the Company's general meetings.

Subject to the take-up under the RABB Buyback being below the Maximum Amount, the Company will consider implementing a further on-market share buy-back programme.

Ongoing capital distributions policy

The Company's aim with regards to ongoing capital distributions is to return up to 50% of adjusted EBITDA excluding inventory liquidation costs or the increase in net cash (excluding shareholder distributions), whichever is lower, subject to the Board's assessment of the Group's financial position, liquidity requirements and investment opportunities.

Consistent with previous communications, the Company also intends to return additional capital through ad

hoc share buybacks over and above this as the Board judges to be in the interests of the Company and its

shareholders, which includes the ad hoc benefit driven by reduction in inventory. The RABB Buyback announced today is an additional ad hoc distribution, separate to the Company's ongoing capital distribution policy that has, and will continue to, be applied.

The Board will continue to keep capital allocation under review and will update shareholders as appropriate.

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

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