Naked Wines plc (WINE), the online wine retailer and subscription business serving Angels in the UK, US and Australia, announced on 6 November 2026 the launch of a tender offer to repurchase ordinary shares valued at between £2.0 million and £5.7 million at a fixed price of 80 pence per share, representing a 27% premium to the closing price of 63 pence on the latest practicable date. The board has structured the offer so the final quantum will be determined by the company's trading performance during its peak pre-Christmas period, with the outcome announced at a General Meeting on 8 December 2026. Shareholders should note that approval of the Tender Offer Resolution at that meeting is required for the offer to proceed.

Key Points

  • Naked Wines plc (WINE), online subscription wine retailer operating in the UK, US and Australia
  • Tender offer launched at 80 pence per share, covering up to 7,100,000 ordinary shares, representing approximately 10.72% of shares in issue excluding treasury shares
  • Half-year net cash of £34.0 million; FY27 guidance reiterates revenue of £158m–£175m and Adjusted EBITDAeilac of £7.6m–£9.0m
  • Investors should watch the 8 December General Meeting result and the 11 December half-year results announcement

Tender Offer Structure and 80p Fixed Price Linked to Christmas Trading Performance

The tender offer will be conducted at a fixed price of 80 pence per ordinary share, a premium of approximately 27% to the 63 pence closing price recorded on the latest practicable date. The board has deliberately linked the final quantum — either approximately £4.0 million if trading falls within the lower half of the net cash guidance range, or up to £5.7 million if trading meets or exceeds the midpoint — to visibility gained during the company's peak pre-Christmas trading period. Completion is expected on 16 December 2026, with payments to certificated shareholders expected by 24 December 2026. The offer is being effected by corporate broker Panmure Liberum as principal, with acquired shares subsequently repurchased by the company and transferred into treasury.

Naked Wines Reports HY27 Gross Margin of 21.7% and Improved Member Retention of 79%

Alongside the tender offer, Naked Wines published a post-close trading update for the 26 weeks to 28 September 2026. The announcement states gross margin improved by approximately 220 basis points to 21.7% from 19.5% in HY26, supported by price increases. Member retention rose to 79% from 76% in the prior half-year period. Acquisition break-even for cohorts acquired in HY27 is tracking in line with the company's 24-month target, an improvement from 44 months in HY26 and 42 months in FY26. Net cash excluding lease liabilities ended HY27 at £34.0 million, up from £33.4 million at FY26, reflecting continued cash generation despite seasonal inventory build ahead of peak trading.

Concert Party Irrevocable Undertakings Prevent Takeover Code Threshold Breach

The announcement identifies a Concert Party holding approximately 28.09% of issued ordinary share capital, comprising Chapters Group AG, Dr Mathias Saggau, and two Monega Kapitalanlagegesellschaft mbH funds. To prevent their aggregate voting rights rising to 30% or above following share repurchases, Chapters Group AG and Monega (Truffle Fund) have each provided irrevocable undertakings to tender at least their basic entitlement. The announcement states that assuming compliance with these undertakings, the Concert Party's aggregate voting rights will not exceed approximately 29.94% post-completion, meaning no waiver of Rule 9 of the Takeover Code is required. Non-Executive Director Jan-Hendrik Mohr, who is also CEO of Chapters Group AG, was excluded from board decisions on the tender price and quantum.

FY27 Guidance Reaffirmed as Half-Year Results Scheduled for 11 December 2026

Naked Wines reaffirmed its FY27 guidance, originally communicated with the FY26 final results on 23 July 2026, targeting revenue of £158 million to £175 million, Adjusted EBITDAeilac of £7.6 million to £9.0 million, and net cash excluding lease liabilities of £34 million to £42 million, with guidance based on constant exchange rates of 1 GBP to 1.30 USD and 1.90 AUD. The company also flagged approximately $14 million of inventory liquidation costs spread from FY27 to FY30. Half-year results for the 26 weeks to 28 September 2026 will be released on 11 December 2026, with an investor presentation via Investor Meet Company scheduled for 15 December 2026 at 10.00 a.m. UK time.