9th May 2024
Fevertree Drinks
plc
("Fever-Tree" or the
"Company")
2023 Annual Report, Notice of
Annual General Meeting and Related Party
Transaction
2023 Annual Report and Notice of Annual General
Meeting
Fever-Tree, the world's leading
supplier of premium carbonated mixers, announces that the Group's
2023 Annual Report and Notice of Annual General Meeting is now
available to view on the Company's website at
https://fever-tree.com/en_GB/investors-results-and-reports
and will be posted today to those shareholders who
elected to receive a paper copy.
The Company's Annual General Meeting
will be held at the office of Fever-Tree at 186-188 Shepherds Bush
Road, W6 7NL on 6 June 2024 at 11:00 a.m.
If you plan to attend the AGM in
person, shareholders are encouraged to notify the Company in
advance by email to agm@fever-tree.com to assist us in planning and
implementing arrangements for this year's meeting.
Related Party Transaction
The Company recently became aware of
an issue concerning technical compliance of the Companies Act 2006
(the "Act"). in respect of an interim dividend, which was announced
by the Company on 12 September 2023 and paid to its shareholders on
20 October 2023 (the "Relevant Distribution").
The Company's prior audited annual
accounts did not show sufficient distributable reserves to permit
the Relevant Distribution. Whilst the Group as a whole had
generated sufficient profits to justify the payment of the Relevant
Distribution, for various technical reasons the Company did not
satisfy the legal requirements under the Companies Act to permit
the payment of the Relevant Distribution.
The total value of the Relevant
Distribution was approximately £6.7 million. Importantly, there is
no impact on the Company's financial results either at the time of
payment or now, and the Company's ability to pay future dividends
is unaffected by this matter.
As a consequence of the payment of
the Relevant Distribution, the Company may have claims against past
and present shareholders who were recipients of the Relevant
Distribution, and against past and present Directors (other than
David Lapp, who was appointed after the payment of the Relevant
Distribution) in respect of the payment of the Relevant
Distribution. The Company has no intention to make any such claims
in respect of the Relevant Distributions.
In order to remedy the potential
consequences of the Relevant Distribution having been made
otherwise than in accordance with the Act, and to put all
potentially affected parties so far as possible in the position in
which they were always intended to be had the Relevant Distribution
been made in accordance with the requirements of the Act, the
Company is proposing an additional resolution as part of the AGM
Notice, being resolution 18.
If passed, the effect of the
resolution 18 will be to:
· ratify
the Relevant Distribution and confirm the appropriation of the
profits of the Company in the relevant financial year for the
purposes of the Relevant Distribution;
· waive
any and all claims which the Company has or may have in respect of
the payment of the Relevant Distribution against its recipient
shareholders (or the personal representatives and their successors
in title of the estate of any deceased recipient shareholders),
such waiver to be effected by way of the entry by the Company into
a Shareholders' Deed of Release; and
· waive
any and all claims which the Company may have against its
Directors (save for David Lapp, who joined
the Board after the payment of the Relevant Distribution)
and Former Directors, such waiver to be effected
by way of the entry by the Company into a Directors' Deed of
Release.
The approach that the Company is
proposing by way of resolution 18 is consistent with the approach
taken by other UK incorporated companies whose shares are admitted
to a market of the London Stock Exchange and that have, similarly,
made corporate distributions otherwise than in accordance with the
Act.
It should be noted that the entry
into the Directors' Deed of Release constitutes a related party
transaction for the purposes of the AIM Rules for Companies.
In addition, the entry into the Shareholders' Deed of Release
constitutes a related party transaction in relation to any
significant shareholders of the Company (as defined in the AIM
Rules). As at the date of this release the only significant
shareholder is Lindsell Train. In accordance with the AIM
Rules for Companies, David Lapp (being the only current director of
the Company who was not on the board at the time of payment of the
Relevant Distribution) considers, having consulted with the
Company's nominated adviser, Investec Bank plc, that the entry into
the Directors' Deed of Release is fair and reasonable insofar as
the Company's shareholders are concerned. Additionally in
accordance with the AIM Rules for Companies, David Lapp and Clare
Swindell (being the current directors of the Company who are not
shareholders) consider, having consulted with the Company's
nominated adviser, Investec Bank plc, that the entry into the
Shareholders' Deed of Release is fair and reasonable insofar as the
Company's shareholders are concerned.
Ends
For
further information:
Investor queries
Ann Hyams, Director of Investor
Relations I ann.hyams@fever-tree.com
I +44 (0)7435 828 138
Media queries
Oliver Winters, Director of
Communications I oliver.winters@fever-tree.com
I +44 (0)770 332 9024
Nominated Advisor and Broker - Investec Bank
plc
David Flin I +44 (0)20 7597
5970
Corporate Broker - Morgan Stanley & Co, International
plc
Andrew Foster I Jessica Pauley I +44
(0)20 7425 8000
Financial PR advisers -
FGS Global
Faeth Birch +44 (0)7768 943 171;
Anjali Unnikrishnan +44 (0) 7826 534 233
Notes to Editors:
Fever-Tree is the world's leading
supplier of premium carbonated mixers for alcoholic spirits by
retail sales value, with distribution to over 85 countries
worldwide. Based in the UK, the brand was launched in 2005 to
provide high quality mixers which could cater to the growing demand
for premium spirits, in particular gin, but also increasingly for
vodka, rum and whisky. The Company now sells a range of carbonated
mixers to hotels, restaurants, bars and cafes ("On Trade") as well
as selected retail outlets ("Off Trade").