Statement pursuant to s.314 of the Companies Act

Wynnstay Properties PLC

30 June 2026

 

30 June 2026

WYNNSTAY PROPERTIES PLC

("Wynnstay" or "the Company")

STATEMENT PURSUANT TO S 314 OF THE COMPANIES ACT

Statement circulated pursuant to section 314 of the Companies Act 2006 and

response from the Board of Wynnstay

Wynnstay has received a statement from Gareth J. Gibson pursuant to section 314(1) of the UK Companies Act 2006 concerning Resolutions 11 and 12 ("the Resolutions") to be considered at the forthcoming Annual General Meeting of the Company.

That statement, together with the Board's response, are set out in full below.

The Wynnstay Board considers the Resolutions to be in the best interests of Wynnstay and all its shareholders and unanimously recommends that shareholders vote in favour of the Resolutions for the reasons set out in its response. 

As previously announced, the Company's Annual General Meeting will take place at the Royal Automobile Club, 89 Pall Mall, London SW1Y 5HS at 2.00pm on Wednesday 15 July 2026.

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Statement from the Board of Wynnstay

29 June 2026

Statement from the Board of Wynnstay Properties plc ("Wynnstay")  

Dear Shareholders

Annual General Meeting, Wednesday 15 July 2026

On 17 June 2026, Wynnstay Properties plc published its Notice of Annual General Meeting ("AGM") to shareholders.

We have received a statement dated 26 June 2026 from Mr Gareth J. Gibson, the beneficial owner of shares in the Company, pursuant to section 314(1) of the UK Companies Act 2006 (the "Act"). Mr Gibson has requested Wynnstay to circulate it to all shareholders and Wynnstay is obliged under the Act to do so.

Mr Gibson is the beneficial owner of approximately 11.9 per cent of the Company's issued share capital. He has not been, and is not, involved in the operation or management of Wynnstay. As it does with all shareholders, the Board takes Mr Gibson's views seriously.

However, the Board disagrees fundamentally with Mr Gibson's views, as set out in his statement, of Resolutions 11 and 12 (the "Resolutions") to be put forward at the AGM.

The Board strongly believes that the proposed Resolutions are desirable to give the Company the ability to issue a limited number of shares for cash, but principally as consideration for the acquisition of assets, where to do so would be of benefit to the Company and in the best interests of shareholders generally.

For the reasons set out below, the Board firmly believes that Mr Gibson's conclusions are misguided and that shareholders should vote in favour of the Resolutions.

Nature and scale of authority sought

The authorities requested pursuant to Resolutions 11 and 12 are modest and limited - being only up to five per cent of the Company's issued share capital, i.e. 157,763 shares which, taking yesterday's middle market closing price of 860p per share, would have a value of approximately £1.36 million.

This level of authority is materially below the levels recommended by institutional investor voting guidelines, including the Pre-Emption Group's Statement of Principles, with which companies with shares admitted to trading on AIM are encouraged to comply. 

The Pre-Emption Group's Statement of Principles permit disapplication of pre-emption rights for, in aggregate up to 20 per cent. of the Company's issued share capital (comprising up to 10 per cent. for general purposes, with an additional 10 per cent. in connection with an acquisition or specified capital investment (with, in each case, a limited further authority of up to 2 per cent for use only in a follow-on offer)). The Pre-Emption Group's position is supported by the Investment Association's Share Capital Management Guidelines and the Pensions UK Stewardship & Voting Guidelines.

Accordingly, the levels sought are materially below those recommended by prevailing corporate governance guidelines, market practice and, indeed, represent a more conservative approach than that widely adopted by other companies quoted on AIM.

Dilution

The principal concern on which Mr Gibson relies is dilution. The Board notes that concern, but considers that it must be seen in its proper context. Because the authorities are capped at five per cent of the issued share capital, any dilution is limited by design, and the authority would in practice be used where, for example, shares are issued as consideration for an asset that itself adds value to the Company. As set out in the Chairman's Statement, the Directors have not used these authorities previously, and there is at present no transaction in contemplation in which they might be used. The Board would not exercise the authorities unless it considered the relevant transaction to be in the interests of shareholders as a whole. The Resolutions do not remove pre-emption rights; they dis-apply them only to this limited extent and only until the conclusion of the 2027 Annual General Meeting, at which shareholders may be asked to consider the matter afresh.

Consistency with established company practice

Similar resolutions have been proposed at our Annual General Meetings since at least 2017. They are an entirely standard feature for UK AIM companies and are consistent with:

·      the AIM Rules, which regulate share issuances in relation to certain transactions;

·      general UK company law principles, under which directors are entrusted with management of the Company's business for the benefit of its shareholders as a whole;

·      the QCA Corporate Governance Code (which is the Company's adopted governance code), which emphasises it is the board's responsibility for long-term value creation and effective decision-making; and

·      the institutional investor voting guidelines mentioned above.

These laws, regulations, codes and guidelines collectively recognise that day-to-day commercial decisions should rest with the Board, subject to appropriate safeguards and reporting obligations.

The forthcoming Board changes provide no reason to depart from our long-established practice of seeking these authorities which in any event are time-limited, expiring at the conclusion of the 2027 Annual General Meeting, so the incoming Board will have the opportunity to review them. The business of Wynnstay should be allowed to carry on regardless of the composition of the Board or any future changes.

Purpose of the authorities

The Board has clearly explained the limited and specific purpose of the authorities which include enabling the Company to use shares as consideration (in whole or part) for acquisitions of assets (such as properties). Such a situation might arise, for instance, where the vendors have a property or properties that they wish to sell, but they desire to retain an interest in a larger, professionally managed, portfolio held in a quoted company.

This would enable us to pursue attractive opportunities to expand our portfolio and broaden our shareholder base whilst providing the vendors with an investment that they could continue to hold or could sell in due course (thereby possibly increasing liquidity in the market for Wynnstay shares).

Mr Gibson emphasises the longstanding and family-orientated nature of the shareholder base. This is one of the attractions of Wynnstay to some who have become shareholders more recently. However, it is not a feature that should preclude the Board seeking authority of the limited nature sought in Resolutions 11 and 12 which is common, in one form or another, in most quoted public companies.

Mr Gibson suggests that the proposed availability of additional debt finance weakens the argument for giving the Board limited authorities to issue shares. This is not the case. Transactions may come forward that are better financed, at least in part, by shares, rather than by debt. The important point which Mr Gibson acknowledges is that the Board has "appropriate flexibility" - but he then seeks to constrain the Board with the need for shareholder approval for the issue of even a modest amount of shares, being up to 5% of share capital, thus potentially limiting the growth of the business through the efficient use, if appropriate, of its capital.

Necessity for Board decision, not shareholder approval

Mr Gibson notes that there is no current transaction in contemplation and suggests that any transaction involving the issue of shares should be subject to shareholder approval.

The Board considers this both impractical and potentially damaging to shareholder value, because:

·      transactions of the limited scale contemplated could become uneconomic if subjected to the cost and delay of preparing a circular and convening a meeting;

·      counterparties may be unwilling to engage on a conditional basis, involving a split exchange and uncertain completion; and

·      the Company could lose time-sensitive opportunities.

The absence of a current transaction is not a reason to oppose the grant of the authorities.  Companies seek limited, annually renewed, authorities precisely so that opportunities can be taken without the cost and delay of a circular and meeting.

Essentially Mr Gibson seeks to transfer to shareholders decisions about the Company's ordinary conduct of business which properly sit with the Board, which must in any event, act in the interests of the Company for the benefit of its shareholders as a whole. 

Appropriate safeguards already exist

The Company, as a company quoted on AIM, operates within a robust regulatory framework, including:

·      the AIM Rules, which require announcements of substantial transactions and shareholder approval for major transactions (involving a reverse takeover or a fundamental change of business);

·      directors' statutory duties under the Companies Act 2006 to act in good faith for the benefit of the Company and its members as a whole; and

·      established market and governance expectations regarding transparency and accountability.

These safeguards ensure that any use of the authority is subject to appropriate oversight.

Alignment with shareholder interests

The Board recognises and values the Company's long-standing shareholder base. This should not, however, fetter the Company's ability to grow or adapt. The Board's responsibility is to act in the interests of all shareholders equally and fairly, balancing stability with prudent, value-enhancing growth.

The limited authorities sought are intended to support that objective.

Conclusion

Whilst the Board notes Mr Gibson's views, it considers that they are misguided. His proposals are not aligned with either established market practice and governance or with the long-term interests of all shareholders. 

Accordingly, shareholders are recommended to vote in favour on all the Resolutions before the Annual General Meeting, including Resolutions 11 and 12, and to complete and return their proxy forms or, if registered with MUFG Corporate Markets, to complete the online voting process, as soon as practicable 

Yours faithfully

Philip Collins
Chairman

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Statement from Gareth J. Gibson

26^th June 2026

Dear Fellow Shareholder,

Wynnstay Properties plc

Annual General Meeting - Resolutions 11 and 12

I am writing to you as a fellow shareholder in Wynnstay Properties plc ahead of the forthcoming Annual General Meeting.

At the outset, I wish to make clear that this letter is not intended as a criticism of the Company's underlying performance.

Wynnstay has again reported a sound set of results, with strong rent collection, good occupancy, increased rental income, an increased dividend and a prudent loan-to-value ratio. The business remains a high-quality, long-term property investment company with a distinctive shareholder base.

However, I am concerned about Resolutions 11 and 12 being proposed at the AGM.

Resolution 11 seeks to give the Directors authority to allot shares. Special Resolution 12 goes further and seeks to disapply statutory pre-emption rights, allowing shares to be issued for cash, or treasury shares to be transferred, without first offering those shares to existing shareholders.

I believe shareholders should vote AGAINST both Resolution 11 and Special Resolution 12.

The principal concern is dilution. Wynnstay has a small and unusual shareholder base, with many long-standing private and family shareholders myself included. The Company recognises that the share register includes holdings which have passed from generation to generation. In that context, the protection of existing shareholders' percentage interests is particularly important.

The Company's shares are also relatively illiquid. It is not always easy for an existing shareholder to buy additional shares in the market to replace a diluted position. If new shares are issued to third parties without first being offered to existing shareholders, those existing shareholders may have no practical way to maintain their proportionate interest.

Pre-emption rights exist for a reason. They protect existing shareholders by ensuring that, where new shares are issued for cash, current shareholders are given the first opportunity to participate. Removing that protection should not be treated as a routine matter in a company such as Wynnstay, where the shareholder base is limited, long-term and family-orientated.

It is also important to note that the Board has stated that there is no current transaction in contemplation where the authority would be used. If a genuine acquisition or specific funding opportunity arises in the future, the Board can return to shareholders with a clear proposal, proper explanation, the proposed terms and the likely effect on NAV, earnings, control and existing shareholders' interests.

In my view, shareholders should not grant a general authority in advance where there is no identified transaction, no stated issue price, no named counterparty and no clear evidence that such authority is presently required.

This concern is reinforced by the Company's own statement that it is arranging extended finance facilities of up to £20 million. If the Company already has access, in principle, to increased borrowing facilities, shareholders are entitled to ask why the Board also requires authority to issue shares for cash without first offering them to existing shareholders. The availability of additional debt finance weakens the argument that pre-emption rights need to be disapplied at this time.

This is not an objection to growth. Nor is it an objection to the Board having appropriate flexibility where a compelling opportunity exists. It is simply a matter of proper shareholder protection. Any issue of shares by a company with Wynnstay's ownership structure should be transparent, specific and, wherever possible, offered first to existing shareholders.

There is also a wider governance point. The Company has stated that Board succession is now a current priority, with the anticipated retirement of several Directors, including the Chairman. Given that a period of Board change is approaching, it would be more appropriate for any future authority to issue shares or disapply pre-emption rights to be considered once the future Board composition and strategy are clearer.

For these reasons, I urge fellow shareholders to vote:

AGAINST Resolution 11; and

AGAINST Special Resolution 12.

A vote against these resolutions is not a vote against Wynnstay. It is a vote in favour of protecting long-term shareholders, preserving pre-emption rights, avoiding unnecessary dilution and ensuring that any future share issue is brought forward only with full justification and proper shareholder scrutiny.

Yours faithfully,

Gareth J Gibson

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This announcement was approved by the Board on 29 June 2026.

For further information please contact:

Wynnstay Properties plc

Philip Collins (Chairman)

Chris Betts (Managing Director)

Ph: 07469 042389

Zeus (Nominated Adviser and Broker)

Darshan Patel, Mike Coe, Alex Slater

Ph: 020 3829 5000

LEI number is 2138006MASI24JYW5O76.

For more information on Wynnstay visit: www.wynnstayproperties.co.uk

 

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