REG - Dispensa Group PLC - Proposed Voluntary Delisting & Change of Auditor

DispensaAnnouncement

13/02/2024 07:00

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RNS Number : 9456C  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   n.caderni@dispensagroup.com (mailto:n.caderni@dispensagroup.com)

 

 Walbrook PR Limited     +44 20 7933 8780

 Paul Vann / Joe Walker  dispensa@walbrookpr.com (mailto:n.caderni@dispensagroup.com)

 

 

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