Last checked at 18 Aug 2022 07:00
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 Holding | % of issued share capital |
Mr Sukh Chamdal | CEO and founder of the 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% |
Miss Roseline Babul | Closely connected to Mr Dass | 21,000 | 0.05% |
Ms Priya Chamdal | Close family member of Mr Chamdal | 50,000 | 0.125% |
Ms Poonum Chamdal | Close family member of Mr Chamdal | 50,000 | 0.125% |
Mr Chandan Chamdal | Close family member of Mr Chamdal | 50,000 | 0.125% |
Mr Shelinder Bhurji | Close family member of Mr Chamdal | 50,796 | 0.127% |
Mrs Cerina Bhurji | Close family member of Mr Chamdal | 50,000 | 0.125% |
Mrs Mohinder Kaur Ubhoo | Close family member of Mr Dass | 30,000 | 0.075% |
Mr Kuliraj Ubhoo | Close family member of Mr Dass | 11,217 | 0.028% |
Mr Daljit Talwar | Close family member of Mr Dass | 0 | 0.00% |
Mr Davinder Talwar | Close family member of Mr Dass | 50,000 | 0.125% |
Mrs Taswinder Uboo | Close family member of Mr Dass | 15,058 | 0.038% |
Total |
| 10,676,664 | 26.69% |
For further information, please contact:
Cake Box Holdings plc Sukh Chamdal, CEO David Forth, CFO
| Enquiries via MHP Communications
|
Shore Capital Stephane Auton Patrick Castle
| +44 (0) 20 7408 4090 |
MHP Communications Simon Hockridge Pete Lambie
| +44 (0) 20 3128 8570 |