Update on RABB Buyback & Launch of Share Buyback

Naked Wines PLC

24 March 2026

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018

Naked Wines plc

('Naked Wines' or the 'Company' or the 'Group')

Update on RABB Buyback & Launch of Share Buyback

24 March 2026

Following the launch announcement on 23 March 2026 of a share buyback via Reverse Accelerated Bookbuild ("RABB Buyback") to purchase ordinary shares of 7.5 pence each in the capital of the Group ("Ordinary Shares") up to a maximum aggregate consideration of £1 million, Naked Wines announces that due to insufficient demand around the current share price within the parameters given at the Group's September 2025 Annual General Meeting ("AGM"), the Company will instead initiate and commence a standard Share Buyback Programme up to a maximum aggregate consideration of £1 million (the "Maximum Amount"). These share buyback mechanisms are being enacted in order to further enhance shareholder returns.

Naked Wines has entered into a non-discretionary arrangement with Panmure Liberum Limited ("Panmure Liberum") to conduct the Share Buyback Programme on its behalf starting from 25 March 2026. Under these arrangements, Panmure Liberum will make trading decisions in relation to the buyback of the Group's ordinary shares of 7.5 pence each independently of the Group within the programme terms and pre-set parameters.

In line with the authority given at the 2025 AGM, the maximum price per Ordinary Share (exclusive of expenses) may not exceed the higher of 105 per cent of the average middle market quotations for an Ordinary Share, as derived from the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which the Ordinary Share is purchased; an amount equal to the higher of the price of the last independent trade of an ordinary share; and the highest current independent purchase bid for an ordinary share on the trading venue where the purchase is carried out at the relevant time, including when shares are traded on different venues.

All Ordinary Shares repurchased by the Group under the Share Buyback Programme will be held in treasury. Shares held in treasury do not carry voting rights and do not participate in dividends.

Share purchases under the Share Buyback Programme will continue to take place in open market transactions and may be made from time to time depending on market conditions, share price and trading volumes. The Share Buyback Programme will be effected under the authority granted by shareholders at the Company's AGM to purchase a maximum of 7,400,413 Ordinary Shares, under which authority to purchase 2,942,192 Ordinary Shares remains.

Shareholders should be aware that given all Ordinary Shares repurchased by the Group under the Share Buyback Programme will be held in treasury, and given the Share Buyback Programme may on any given trading day represent a significant portion of the daily traded volume in the Group's Ordinary Shares on the London Stock Exchange, and the Group expects daily volumes to exceed 25% of the average daily traded volume on the London Stock Exchange. Accordingly, the Group will not benefit from the exemption contained in Article 5(1) of MAR.

Outside of the above, the Share Buyback Programme will be conducted in accordance with the other safe harbour parameters as prescribed by MAR insofar as possible. The Group has authorised the Share Buyback Programme to commence from today and will continue until the earlier of: the date on which the Maximum Amount payable by the Company has been reached, or the date of the Company's next Annual General Meeting, expected to be held in August or September 2026.

Any market purchase of Ordinary Shares pursuant to the Share Buyback Programme will be announced no later than 7:30am (UK time) on the business day following the day on which the purchase occurred.

The Group confirms that it currently has no unpublished price sensitive information.

Ongoing capital distributions policy

The Company's aim with regards to ongoing capital distributions is to return up to 50% of adjusted EBITDA excluding inventory liquidation costs or the increase in net cash (excluding shareholder distributions), whichever is lower, subject to the Board's assessment of the Group's financial position, liquidity requirements and investment opportunities.

Consistent with previous communications, the Company also intends to return additional capital through ad hoc share buybacks over and above this as the Board judges to be in the interests of the Company and its shareholders, which includes the ad hoc benefit driven by reduction in inventory. This buyback announced today is an additional ad hoc distribution, separate to the Company's ongoing capital distribution policy that has, and will continue to, be applied.

The Board will continue to keep capital allocation under review and will update shareholders as appropriate.

Enquires:

Naked Wines plc Rodrigo Maza, Chief Executive Officer Dominic Neary, Chief Financial Officer Catherine Miles, Investor Relations	[e-mail]
Panmure Liberum (NOMAD and Broker) Ed Thomas / John More / Dru Danford	Tel: [phone]
Vigo Consulting (Financial PR) Tim McCall / Guy Scarborough / Damian Reece	Tel: [phone]

About Naked Wines

Naked Wines is not just an online wine retailer; we're trailblazers on a mission to enable enthusiastic wine drinkers to enjoy great wine without the guesswork.

Founded in 2008, on the pillars of quality, choice and fair pricing, we set out to create the most inclusive wine club in the world - dedicated to transforming the wine-buying experience and empowering people to make their own wine choices, and championing world-class independent winemakers. We've proudly been delivering outstanding wines to our customers (who we call Angels) for over 16 years.

Our business model is simple yet innovative: Naked Wines funds the production costs for winemakers upfront, allowing them to focus on creating exceptional wines without the financial burdens of traditional wine production, while passing the resulting savings back to our customers.

The virtuous circle is a win-win for both wine lovers and winemakers, and enables us to deliver superior benefits to our customers:

- Better quality wine

- More choice

- Personalised wine recommendations

- Elimination of guesswork and uncertainty

- Fair payments for all involved

Our Angel customers in the UK, US and Australia have direct access to over 300 world-class independent winemakers and over 2,500 quality wines from 23 countries.

For more information visit nakedwinesplc.co.uk and nakedwines.co.uk or find us @nakedwines

Important Notices

The information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (Regulation 596/2014) as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this Announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and broker exclusively for Naked Wines and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than Naked Wines for providing the protections afforded to clients of Panmure Liberum, nor for providing advice in relation to the contents of this announcement or any other matter referred to herein. Neither Panmure Liberum nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Panmure Liberum in connection with this announcement, any statement contained herein or otherwise or any transaction, arrangement or other matter referred to herein.

Neither Panmure Liberum nor any of its affiliates nor any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to, the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Naked Wines, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

All times referred to are London, UK, time unless otherwise stated.

 

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