Notice of EGM


Chapel Down Group Plc

(`CDG' or `the Company')



Chapel Down Group Plc (“the Company”) announces that it has today posted a notice of a General Meeting for shareholders to be held at Chapel Down Winery, at 11.00am on 30th November.

The business to be considered at the General Meeting is the approval of the new Articles of Association ("Articles"), which have been updated to reflect the creation of a new class of share to facilitate the adoption of a new Employee Share Scheme (“Scheme”). The Company's Articles were last updated in 2014.

The Company is continuing to grow its business and is recruiting a first class management team to expedite its plans. The Board believes that this new Scheme will motivate management in a way that is directly aligned with the interests of shareholders.

It is proposed that, subject to ratification of the new Articles, key management will be issued a special class of shares (“Growth shares”) as detailed in the table below. The Growth Shares will only have value if the Company’s share price reaches 33.6p.

The Growth shares will be issued under an Employee Shareholder Agreement (ESA) whereby the key management give up certain statutory employment rights, such as redundancy, in exchange for shares valued at a minimum of £2,000. As the Growth shares currently have no value we will also be issuing ordinary shares to the value of £2,000 to each of the key management. The valuation of the shares to be issued under the ESA has been approved by HM Revenue and Customs.

Name   Number of growth shares
Frazer Thompson 8,250,000
Mark Harvey 3,800,000
Richard Woodhouse 3,800,000
Guy Tresnan 2,272,158

The Growth shares have no voting rights. Further details on the rights and restrictions attaching to the Growth shares, as well as the vesting hurdles, are detailed in the updated articles which will be sent to shareholders today.

The Growth shares will be valued as follows:

  • If the CDG share price is 33.6p or below then value is nil
  • If the CDG share price is between 33.6p and 40p then multiply share price less 33.6p by 2.5 or if greater than 40p then 2.5x 6.4p; plus
  • If the CDG share price is between 40p and 60p then multiply share price less 40p by 1 or if greater than 60p then 1x 20p; plus
  • If the CDG share price is greater than 60p then multiply share price less 60p by 1.2.

If the CDG share price reaches 40p, the total senior management team incentive has a value equivalent to 10.1% of the market capitalisation of the Company and at 60p it has a value equivalent to 14.3%.

- END -


Chapel Down Group plc

Frazer Thompson

Richard Woodhouse


Chief Executive

Finance Director


01580 763 033

Tulchan Communications LLP

Tom Murray

Will Smith


finnCap Limited

Geoff Nash/Simon Hicks

Stephen Norcross


Financial PR

Financial PR



Corporate Finance

Corporate Broking


020 7353 4200




020 7220 0500

Short Name: Chapel Down Group plc
Category Code: NOE
Sequence Number: 493290
Time of Receipt (offset from UTC): 20151103T180709+0000


Chapel Down Group plc


Chapel Down Group plc