Notice of AGMs & Share Capital Reorganisation

Chill Brands Group PLC

20 April 2026

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310.

20 April 2026

Chill Brands Group plc

("Chill Brands" or the "Company")

Notice of Annual General Meetings and Proposed Share Capital Reorganisation

Chill Brands Group Plc (LSE: CHLL) hereby gives notice that the following two general meetings will be held on Wednesday, 13 May 2026 at the National Liberal Club, 1 Whitehall Place, London, SW1A 2HE.

Reconvened Annual General Meeting 2024

The Reconvened Annual General Meeting 2024 (the "Reconvened 2024 AGM") will be held at 10.00 a.m. on Wednesday, 13 May 2026. The Reconvened 2024 AGM is a continuation of the Annual General Meeting of the Company held on 30 September 2024, which was adjourned in respect of Resolutions 2 to 4 of that meeting. Those resolutions relate to the receipt and approval of the Company's audited annual report and accounts for the financial year ended 31 March 2024 (published 23 June 2025) and approval of the directors' remuneration report and remuneration policy for that year.

Annual General Meeting 2025

The Annual General Meeting 2025 (the "2025 AGM") will be held at 10.15 a.m. on Wednesday, 13 May 2026 (or immediately following the conclusion of the Reconvened 2024 AGM, whichever is the later). The 2025 AGM will consider the Company's audited annual report and accounts for the 18-month period ended 30 September 2025 (published 30 January 2026), together with a number of routine and non-routine resolutions including the appointment of RPG Crouch Chapman LLP as auditors, the re-election of Callum Sommerton as a director, and the renewal of the directors' share allotment and pre-emption disapplication authorities.

Proposed Share Capital Reorganisation

The Board is proposing a share capital reorganisation (the "Capital Reorganisation"), which will be sought by Resolution 7 of the 2025 AGM. The Capital Reorganisation is proposed in order to restore the Company's ability to raise capital by issuing new shares for cash at market price. Under the Companies Act 2006, shares cannot be issued at a price below their nominal value. The current share price of approximately 0.5 pence is below the current 1 pence nominal value per share, which prevents the Company from issuing new shares at market price.

The Capital Reorganisation will be effected in three steps as follows, expected to take effect on the business day following the passing of Resolution 7 (provided Resolution 11 is also passed at the same meeting):

·	Step 1 (Issue): The Board will issue the minimum number of new ordinary shares of 1 pence each required (being no more than 9 shares) to ensure that the total number of ordinary shares in issue is exactly divisible by 10.
·	Step 2 (Consolidation): Every 10 ordinary shares of 1 pence each will be consolidated into 1 consolidated share of 10 pence each, giving 52,292,682 consolidated shares.
·	Step 3 (Sub-division): Each consolidated share of 10 pence will be sub-divided into: (i) 1 new ordinary share of 0.1 pence each (a "New Ordinary Share"), carrying the same rights as the existing ordinary shares; and (ii) 1 deferred share of 9.9 pence each (a "Deferred Share"), which will carry no voting rights, no right to receive dividends and no meaningful right to participate in a return of assets on a winding up, and will not be admitted to trading.

Following the Capital Reorganisation, the Company's issued ordinary share capital will comprise 52,292,682 New Ordinary Shares of 0.1 pence each. The New Ordinary Shares are expected to trade at approximately 5 pence (based on the current market value, which is subject to change), reflecting the 10:1 consolidation ratio applied to the existing share price. The reduction in nominal value from 1 pence to 0.1 pence per share will remove the current constraint on the Company's ability to issue new shares at market price and give the Board the flexibility it needs to raise capital efficiently.

Shareholders holding existing ordinary shares who hold a number of shares not exactly divisible by 10 at the record date for the Capital Reorganisation will be left with a fractional entitlement. Any such fractions will be aggregated and sold in the market by the Directors in accordance with the Company's Articles of Association, with the proceeds retained for the benefit of the Company.

The Capital Reorganisation is conditional on the passing of Resolution 7 at the 2025 AGM. Resolution 11 seeks approval to amend the Company's Articles of Association to define the rights attaching to the Deferred Shares and is also conditional on Resolution 7 being passed. The steps of the Capital Reorganisation will not take effect unless both Resolution 7 and Resolution 11 are passed at the 2025 AGM.

Documents

A circular to shareholders comprising the Chairman's letter, the Notice of Reconvened Annual General Meeting 2024 and Notice of Annual General Meeting 2025 (together with notes), and separate proxy forms for each meeting (the "Circular") has today been posted to shareholders. A copy of the Circular is available on the Company's website at www.chillbrandsgroup.com/investor-relations/corporate-documents/.

Action to be Taken

Whether or not shareholders intend to attend either meeting, they are strongly encouraged to appoint the Chairman of the meeting as their proxy and submit their voting instructions as soon as possible and in any event by no later than 10.00 a.m. on Monday, 11 May 2026, being 48 hours before the time appointed for the Reconvened 2024 AGM (excluding weekends and bank holidays).

Shareholders may submit their proxy votes online at www.shareregistrars.uk.com, by returning the enclosed proxy form by post to Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX, or, in the case of CREST members, through the CREST electronic proxy appointment service. Full details are set out in the Notes to the Notice of General Meetings contained in the Circular.

Expected Timetable

Posting of Circular and proxy forms	20 April 2026
Latest time and date for receipt of proxy forms	10.00 a.m. on 11 May 2026
Record Date for the Meetings	10.00 a.m. on 11 May 2026
Reconvened Annual General Meeting 2024	10.00 a.m. on 13 May 2026
Annual General Meeting 2025	10.15 a.m. on 13 May 2026
Capital Reorganisation effective date (subject to passing of Resolutions 7 and 11)	14 May 2026
Commencement of dealings in New Ordinary Shares	To be confirmed

All times refer to London time. The above dates are indicative only and subject to change. A further announcement will be made once the timetable for the Capital Reorganisation has been confirmed with the London Stock Exchange and new ISINs for the New Ordinary Shares and Deferred Shares have been assigned.

-ENDS-

Enquiries:

Chill Brands Group plc Harry Chathli, Chairman Callum Sommerton, CEO	[e-mail] [phone]
Allenby Capital Limited (Financial Adviser and Broker) Nick Harriss / Nick Naylor (Corporate Finance) Kelly Gardiner / Lauren Wright (Equity Sales)	[phone]

About Chill Brands Group

Chill Brands Group plc (LSE: CHLL) is a brand commercialisation company serving UK consumer brands across physical and digital channels. Through Chill Connect, the Company operates a national field sales team providing direct-to-store distribution, brand advisory and route-to-market services to brands seeking to expand their presence in the independent convenience and retail sector. Through Chill.com, the Company operates a digital editorial platform providing brands with audience access, content marketing and affiliate commercialisation. The Company also owns the Chill.com domain name, independently appraised at a material value. Chill Brands is listed on the Main Market of the London Stock Exchange.

Publication on website

A copy of this announcement is also available on the Group's website at http://www.chillbrandsgroup.com

 

END