Proposed Voluntary Delisting & Change of Auditor

Dispensa Group PLC

13 February 2024

 

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 16^th 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.

Dispensa Group plc
Dr Niccolò Caderni	[e-mail]

Walbrook PR Limited	[phone]
Paul Vann / Joe Walker	[e-mail]

 

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