糖心Vlog (the "Company" or the 鈥淕roup鈥�) announces that today, 7 October 2025, it posted to shareholders a circular including a Notice of General Meeting to be held at 3:00 p.m. UK time on Thursday, 23 October 2025 at Sir Ian 糖心Vlog House, Hareness Road, Altens Industrial Estate, Aberdeen, AB12 3LE, United Kingdom, and a letter from the Chair of the Board of the Company (the 鈥淐ircular鈥�).
As previously announced, the Company is working with its auditor to finalise its statutory audited consolidated accounts for the twelve-month period ended 31 December 2024 (the 鈥淎udited Accounts鈥�). As the Company has continued to progress the audit, it has become apparent that when the Company publishes its audited accounts for the financial year ended 31 December 2024, the Company's borrowings will exceed the borrowing limit in Article 98(B) of the Company鈥檚 articles of association. The borrowing limit, which the Company is currently in compliance with, is determined by reference to the adjusted capital and reserves of the Company as shown on the latest audited balance sheet.
The Board is therefore seeking shareholder approval to sanction a temporary disapplication of the Group's borrowing limit (as permitted under Article 98(B)) until 31 October 2028, being a fixed period within which the Company expects to require the disapplication of the borrowing limit in order to continue to finance its operations and business.
A breach of the borrowing limit would have serious and adverse implications for the day-to-day use of the Company鈥檚 existing debt facilities and the debt facilities to be implemented pursuant to the amendment and extension as described in the scheme document published by the Company on 11 September 2025 (the 鈥淪cheme Document鈥�) relating to the recommended cash acquisition of the Company by Sidara Limited (the 鈥淎cquisition鈥�). It would amount to an event of default and, separately, the Company would be unable to draw on its existing debt facilities without breaching its articles of association and without further lender consents.
That would have a significantly adverse effect on the Company鈥檚 liquidity position. It would also materially risk jeopardising the Acquisition, which remains critical to the Company鈥檚 future, or any other potential transaction where shareholders would receive any value for their shares. It is therefore imperative that the borrowing limit is disapplied prior to publication of the Audited Accounts.
Accordingly, the Board considers that the resolution set out in the Notice of General Meeting is in the best interests of the Company and of its shareholders as a whole and unanimously recommends shareholders to vote in favour of it, as each of the directors intends to do in respect of their own beneficial holdings.
The Circular is a subsequent document for the purposes of Rule 27.2 of the City Code on Takeovers and Mergers (the 鈥淐ode鈥�). The Takeover Panel has granted a dispensation from the requirement to publish the confirmations required by Rule 27.2 of the Code in this document. Such confirmations will be included in the supplementary circular to the Scheme Document which will be published following publication of the Audited Accounts and the Company鈥檚 interim financial results for the six-month period ended 30 June 2025 (the 鈥淗1 2025 Interim Results鈥�), and at least 14 days prior to the shareholder meetings to be held on 12 November 2025 (the 鈥淪upplementary Circular鈥�). The Supplementary Circular will incorporate by reference the Audited Accounts and the H1 2025 Interim Results and will be published on the Company鈥檚 website at and Sidara鈥檚 (as defined in the Scheme Document) website at .
In accordance with UK Listing Rule 6.4.1, copies of the following documents have been submitted to the Financial Conduct Authority and will shortly be available for inspection from the Financial Conduct Authority's National Storage Mechanism at :
- Circular including Notice of General Meeting; and
- Proxy Form for the General Meeting.
The above documents are also available at .
Enquiries:
Simon McGough, President, Investor Relations +44 (0)7850 978 741
Alex Le May / Ariadna Peretz, FTI Consulting +44 (0)20 3727 1340
Further information:
The person responsible for arranging the release of this announcement is John Habgood, Group General Counsel and Company Secretary.