13
February 2024
The information contained within this announcement is deemed
by the Company to constitute inside information under the Market
Abuse Regulation (EU) No. 596/2014 (as in force in the United
Kingdom). Upon the publication of this announcement via a
Regulatory Information Service ("RIS"), this inside information is
now considered to be in the public domain.
Dispensa Group plc
("Dispensa" or the "Company")
Proposed Voluntary Delisting
and Change of Auditor
Dispensa Group plc (LON: DISP) (the
"Company" or "Dispensa"), the holding company developing a
portfolio of international luxury food brands, announces its
intention to voluntarily delist its Ordinary Shares from the FCA
Official List and cancel its listing on the London Stock Exchange
(the "Delisting").
The strategic decision to proceed
with the Delisting was approved by the Board of Directors following
extensive deliberation regarding the best path forward to maximize
shareholder value and increase the potential for the long-term
success of the Company. Current market conditions, the
challenges of implementing the growth-acquisition strategy in a
listed environment and the considerable management time and cost of
remaining listed at this stage of the Company's development were
key factors in the decision process.
Further, the Board believes that its
strategy of buying undervalued, traditional premium brand
businesses and digitising their systems and processes to
significantly increase revenue, margins and value, is more suited
to a private equity environment that focuses on longer-term
initiatives, without the shorter-term reporting timelines of public
equity markets.
The Company therefore expects to
publish and send to all holders of Ordinary Shares (the
"Shareholders") a circular setting out further details of the
Delisting and the implications of the Delisting for Shareholders
(the "Circular") by Friday 16th February. The
Circular will contain a notice convening a General Meeting, at
which the approval of Shareholders for the Delisting will be
sought.
The Company notes that Moore
Kingston Smith have sent notice to cease being the Company's
auditor with immediate effect, given its concern that it may not be
able to deliver the audit of the Company's accounts for the sixteen
month period ended 31 December 2023 by 30 April 2024 ("Target
Date") based on the progress towards early audit process
milestones, and a concern regarding its independence in the audit
process. It has been made clear by the auditor that, save for
the matters mentioned above, there are no other matters that they
consider should be brought to the attention of the Company's
members or creditors.
The Company is in discussions with a
replacement auditor which aims to meet the current reporting
timetable. A decision will be made after the General Meeting
since the audit scope of works will reduce should the Delisting by
approved.
The Company also notes that the
Delisting would enable it to make numerous cost savings to the
benefit of Shareholders and that it will implement a cost
efficiency programme should the Delisting be
approved.
Dispensa will keep its Shareholders
updated as the process moves forward.