Company Announcements

9^th May 2024

Fevertree Drinks plc

 ("Fever-Tree" or the "Company")

2023 Annual Report, Notice of Annual General Meeting and Related Party Transaction

2023 Annual Report and Notice of Annual General Meeting

Fever-Tree, the world's leading supplier of premium carbonated mixers, announces that the Group's 2023 Annual Report and Notice of Annual General Meeting is now available to view on the Company's website at https://fever-tree.com/en_GB/investors-results-and-reports and will be posted today to those shareholders who elected to receive a paper copy.

The Company's Annual General Meeting will be held at the office of Fever-Tree at 186-188 Shepherds Bush Road, W6 7NL on 6 June 2024 at 11:00 a.m.

If you plan to attend the AGM in person, shareholders are encouraged to notify the Company in advance by email to agm@fever-tree.com to assist us in planning and implementing arrangements for this year's meeting.

Related Party Transaction

The Company recently became aware of an issue concerning technical compliance of the Companies Act 2006 (the "Act"). in respect of an interim dividend, which was announced by the Company on 12 September 2023 and paid to its shareholders on 20 October 2023 (the "Relevant Distribution").

The Company's prior audited annual accounts did not show sufficient distributable reserves to permit the Relevant Distribution. Whilst the Group as a whole had generated sufficient profits to justify the payment of the Relevant Distribution, for various technical reasons the Company did not satisfy the legal requirements under the Companies Act to permit the payment of the Relevant Distribution. 

The total value of the Relevant Distribution was approximately £6.7 million. Importantly, there is no impact on the Company's financial results either at the time of payment or now, and the Company's ability to pay future dividends is unaffected by this matter.

As a consequence of the payment of the Relevant Distribution, the Company may have claims against past and present shareholders who were recipients of the Relevant Distribution, and against past and present Directors (other than David Lapp, who was appointed after the payment of the Relevant Distribution) in respect of the payment of the Relevant Distribution. The Company has no intention to make any such claims in respect of the Relevant Distributions.

In order to remedy the potential consequences of the Relevant Distribution having been made otherwise than in accordance with the Act, and to put all potentially affected parties so far as possible in the position in which they were always intended to be had the Relevant Distribution been made in accordance with the requirements of the Act, the Company is proposing an additional resolution as part of the AGM Notice, being resolution 18.

If passed, the effect of the resolution 18 will be to:

·      ratify the Relevant Distribution and confirm the appropriation of the profits of the Company in the relevant financial year for the purposes of the Relevant Distribution;

·      waive any and all claims which the Company has or may have in respect of the payment of the Relevant Distribution against its recipient shareholders (or the personal representatives and their successors in title of the estate of any deceased recipient shareholders), such waiver to be effected by way of the entry by the Company into a Shareholders' Deed of Release; and

·      waive any and all claims which the Company may have against its Directors (save for David Lapp, who joined the Board after the payment of the Relevant Distribution) and Former Directors, such waiver to be effected by way of the entry by the Company into a Directors' Deed of Release.

The approach that the Company is proposing by way of resolution 18 is consistent with the approach taken by other UK incorporated companies whose shares are admitted to a market of the London Stock Exchange and that have, similarly, made corporate distributions otherwise than in accordance with the Act.

It should be noted that the entry into the Directors' Deed of Release constitutes a related party transaction for the purposes of the AIM Rules for Companies.  In addition, the entry into the Shareholders' Deed of Release constitutes a related party transaction in relation to any significant shareholders of the Company (as defined in the AIM Rules). As at the date of this release the only significant shareholder is Lindsell Train.  In accordance with the AIM Rules for Companies, David Lapp (being the only current director of the Company who was not on the board at the time of payment of the Relevant Distribution) considers, having consulted with the Company's nominated adviser, Investec Bank plc, that the entry into the Directors' Deed of Release is fair and reasonable insofar as the Company's shareholders are concerned.  Additionally in accordance with the AIM Rules for Companies, David Lapp and Clare Swindell (being the current directors of the Company who are not shareholders) consider, having consulted with the Company's nominated adviser, Investec Bank plc, that the entry into the Shareholders' Deed of Release is fair and reasonable insofar as the Company's shareholders are concerned.

 Ends

For further information:

Investor queries

Ann Hyams, Director of Investor Relations I ann.hyams@fever-tree.com I +44 (0)7435 828 138

Media queries

Oliver Winters, Director of Communications I oliver.winters@fever-tree.com I +44 (0)770 332 9024

Nominated Advisor and Broker - Investec Bank plc

David Flin I +44 (0)20 7597 5970

Corporate Broker - Morgan Stanley & Co, International plc

Andrew Foster I Jessica Pauley I +44 (0)20 7425 8000

Financial PR advisers - FGS Global

Faeth Birch +44 (0)7768 943 171; Anjali Unnikrishnan +44 (0) 7826 534 233

Notes to Editors:

Fever-Tree is the world's leading supplier of premium carbonated mixers for alcoholic spirits by retail sales value, with distribution to over 85 countries worldwide. Based in the UK, the brand was launched in 2005 to provide high quality mixers which could cater to the growing demand for premium spirits, in particular gin, but also increasingly for vodka, rum and whisky. The Company now sells a range of carbonated mixers to hotels, restaurants, bars and cafes ("On Trade") as well as selected retail outlets ("Off Trade").