TIDMCBOX
RNS Number : 2134W
Cake Box Holdings PLC
18 August 2022
18 August 2022
Cake Box Holdings plc
(the "Company" or the "Group")
Annual Report and Accounts and Notice of AGM and Confirmation of
Concert Party
Cake Box Holdings plc, the specialist retailer of fresh cream
cakes, announces that copies of its annual report and accounts for
the year ended 31 March 2022 and notice of its annual general
meeting (the "Notice of AGM") have been posted to shareholders and
are available to download from the Financials and Documents section
of the Company's website
https://investors.eggfreecake.co.uk/documents/
The annual general meeting ("AGM") will be held at 9.00 a.m. on
20 September 2022 at the Company's head office 20-22 Jute Lane,
Enfield, Middlesex EN3 7PJ.
Defined terms used but not defined in this announcement have the
meanings set out in the Notice of AGM.
Resolution 13 in the Notice of AGM - Unlawful dividend
rectification
As announced on 20 July 2022, during the end of year audit
process, the Board became aware of an issue concerning technical
compliance with the Companies Act 2006 in relation to past dividend
payments. Although there were sufficient distributable reserves and
cash held in the Group which could have been distributed, dividends
were declared at a time when the Group's holding company itself,
Cake Box Holdings plc, did not hold adequate distributable reserves
by reference to its last set of annual accounts. The Group's
historic reported trading results and financial condition are
entirely unaffected.
Accordingly, in addition to the routine business proposed at the
AGM, the Notice of AGM contains a special resolution 13 in
connection with the payment of such historic dividends of the
Company which were not compliant with the technical requirements of
the Companies Act 2006 (the "Ratification Resolution"). The
Ratification Resolution ( which is proposed in four linked parts),
asks shareholders to:
(a) approve the appropriation of the historic profits of the
Company to the Relevant Distributions concerned;
(b) waive any and all claims which the Company has or may have
in respect of the payment of the Relevant Distributions against its
shareholders who appeared on the register of shareholders on the
record date for the Relevant Distributions (or personal
representatives and their successors in title of the estate of any
deceased shareholders), such waiver to be effected by way of the
entry by the Company into the Shareholders' Deed of Release;
(c) treat any such release as being equivalent to the Relevant
Distribution that was originally paid and
(d) waive any and all claims which the Company has or may have
against its directors and former directors and the personal
representatives (and their successors in title) of the estate of
any deceased directors and former directors in respect of the
payment of the Relevant Distributions, such waiver to be effected
by way of the entry by the Company into the Directors' Deed of
Release.
The purpose of the Ratification Resolution is to put the
Recipient Shareholders, the Relevant Directors and Relevant Former
Director into the position in which they were always intended to be
had the Relevant Distributions been paid fully in accordance with
the requirements of the 2006 Act.
The approach that the Company is proposing by way of the
Ratification Resolution is consistent with the approach taken by
other public companies whose shares are admitted to AIM (as well as
the Main Market) and who have also made distributions otherwise
than in technical compliance with the 2006 Act.
Related Party Transactions
The entry by the Company into the Directors' Deed of Release and
consequential waiver of any rights of the Company to make claims
against the Relevant Directors, the Relevant Former Director and
the personal representatives (and their successors in title) of the
Relevant Former Director in respect of the Relevant Distributions,
constitutes a related party transaction (as defined in the AIM
Rules) as the Relevant Directors and the Relevant Former Director
are related parties for the purposes of the AIM Rules. Shore
Capital, in its capacity as nominated adviser to the Company, has
confirmed that it considers the entry into the Directors' Deed of
Release and consequential waiver is fair and reasonable insofar as
the Shareholders are concerned.
In addition, the Company's entry into the Shareholders' Deed of
Release and consequential waiver of any rights of the Company to
make claims against Recipient Shareholders, constitutes a related
party transaction (as defined in the AIM Rules). This is because
the Relevant Directors, the Relevant Former Director and the
Substantial Shareholders are considered as related parties for the
purposes of the AIM Rules as well as being shareholders in the
Company. Shore Capital, in its capacity as nominated adviser to the
Company, has confirmed that it considers the entry into the
Shareholder Deed of Release and consequential waiver in relation to
the Relevant Directors, the Relevant Former Director and the
Substantial Shareholders is fair and reasonable insofar as the
Shareholders are concerned.
Confirmation of current concert party in accordance with the
City Code on Takeovers and Mergers (the "Takeover Code")
Following changes to the Company's shareholder register since
its admission to trading on AIM in June 2018 ("Admission"),
including the reduction in the holding of the Company's Chief
Executive Officer, Mr Sukh Chamdal, the Company and its advisers
have agreed with the UK Panel on Takeover and Mergers (the "Panel)
that the concert party that currently exists amongst the Company's
shareholders consists of the persons set out below (the "Concert
Party"). As part of this process, it was agreed with the Panel that
the other persons who were shareholders in the Company immediately
prior to Admission are not deemed to be acting in concert with any
members of the Concert Party. Such persons include, amongst others,
the Company's Chief Operating Officer, Dr Jaswir Singh and Ms
Kulwinder Kaur, the ex-spouse of Mr Dass (ex-CFO of the
Company).
As at 29 July 2022, being the last practicable date prior to
this disclosure, the Concert Party held 10,676,664 ordinary shares
of the Company ("Ordinary Shares"), representing approximately
26.69% per cent. of the Company's issued share capital. Should the
Concert Party become interested in shares carrying 30 per cent or
more of the voting rights of the Company it may result in an
obligation under Rule 9 of the Takeover Code to make a general
offer for the Company.
Name Description of person Ordinary Share % of issued
Holding share capital
CEO and founder of the
Mr Sukh Chamdal Company 4,743,442 11.86%
------------------------ -------------- --------------
Mrs Santosh Chamdal Spouse of Mr Chamdal 5,044,473 12.61%
------------------------ -------------- --------------
Mr Pardip Dass Ex CFO of the Company 510,678 1 .28%
------------------------ -------------- --------------
Closely connected to
Miss Roseline Babul Mr Dass 21,000 0.05%
------------------------ -------------- --------------
Close family member of
Ms Priya Chamdal Mr Chamdal 50,000 0.125%
------------------------ -------------- --------------
Close family member of
Ms Poonum Chamdal Mr Chamdal 50,000 0.125%
------------------------ -------------- --------------
Close family member of
Mr Chandan Chamdal Mr Chamdal 50,000 0.125%
------------------------ -------------- --------------
Close family member of
Mr Shelinder Bhurji Mr Chamdal 50,796 0.127%
------------------------ -------------- --------------
Close family member of
Mrs Cerina Bhurji Mr Chamdal 50,000 0.125%
------------------------ -------------- --------------
Mrs Mohinder Kaur Close family member of
Ubhoo Mr Dass 30,000 0.075%
------------------------ -------------- --------------
Close family member of
Mr Kuliraj Ubhoo Mr Dass 11,217 0.028%
------------------------ -------------- --------------
Close family member of
Mr Daljit Talwar Mr Dass 0 0.00%
------------------------ -------------- --------------
Close family member of
Mr Davinder Talwar Mr Dass 50,000 0.125%
------------------------ -------------- --------------
Close family member of
Mrs Taswinder Uboo Mr Dass 15,058 0.038%
------------------------ -------------- --------------
Total 10,676,664 26.69%
-------------- --------------
For further information, please contact:
Cake Box Holdings plc E nquiries via MHP
Sukh Chamdal, CEO Communications
David Forth, CFO
Shore Capital
Stephane Auton
Patrick Castle +44 (0) 20 7408 4090
MHP Communications
Simon Hockridge
Pete Lambie +44 (0) 20 3128 8570
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