Naked Wines (LSE:WINE) has announced plans to return between £2 million and £5.7 million to shareholders through a tender offer, alongside a trading update confirming continued cash generation and progress in profitability measures.
The online wine retailer intends to repurchase up to 7.1 million ordinary shares at a fixed price of 80 pence each, representing a premium of approximately 27% to the previous closing share price of 63 pence.
The proposed buyback could cover approximately 10.72% of the company’s issued ordinary shares, excluding treasury shares, and remains subject to shareholder approval.
Naked Wines also confirmed that trading during the financial year to date had remained in line with its existing guidance for the year ending in 2027.
Tender Offer Linked to Christmas Trading Performance
The company said the final value of the tender offer would depend on trading during its important pre-Christmas sales period.
The board intends to proceed with a repurchase of approximately £5.7 million if trading is in line with or above the midpoint of its full-year net cash guidance range.
If trading falls within the lower half of that range, the company expects to repurchase approximately £4 million of shares.
The tender offer will have a minimum value of approximately £2 million, with the final amount and number of shares expected to be confirmed on December 8, 2026.
Shareholders will be invited to tender some or all of their eligible shares, although participation will be voluntary.
A general meeting to approve the transaction is scheduled for December 8, with completion anticipated on December 16.
The company said the proposed capital return reflected its cash generation, investment priorities and assessment of the current share price.
Gross Margin Improves as Customer Retention Reaches 79%
In its unaudited trading update for the 26 weeks ended September 28, 2026, Naked Wines reported progress in customer retention and gross margins.
Member retention improved to 79%, compared with 76% in the corresponding period last year.
Gross profit margin increased by approximately 220 basis points to 21.7%, up from 19.5%, supported by price increases.
Although customer acquisition volumes remained low, the company said newly acquired customers were showing improved economic performance.
The estimated acquisition break-even period for recent customer cohorts is tracking in line with the company’s 24-month target, compared with 44 months in the first half of the previous financial year and 42 months for the full 2026 financial year.
The measure reflects the time required for profit generated by newly acquired customers to recover their acquisition costs.
Naked Wines said these improvements supported its strategy of prioritising more profitable customer relationships rather than pursuing volume growth.
Net Cash Increases to £34 Million
The company’s net cash position, excluding lease liabilities, increased to £34.0 million at the half-year end, compared with £33.4 million at the end of the previous financial year.
The increase came despite the normal seasonal build-up of inventory ahead of the peak Christmas trading period.
Naked Wines reiterated its existing financial guidance for FY2027, forecasting revenue between £158 million and £175 million.
Adjusted EBITDA, excluding inventory liquidation and associated costs and other adjusted items, is expected to range from £7.6 million to £9.0 million.
The company continues to anticipate year-end net cash, excluding lease liabilities, of between £34 million and £42 million, before accounting for the proposed tender offer.
It also maintained its expectation of approximately $14 million in inventory liquidation and associated costs over the period from FY2027 to FY2030.
The guidance reflects management’s expectations for improving adjusted profitability and continued cash generation despite an anticipated reduction in revenue.
Major Shareholders Agree to Participate in Tender Offer
Naked Wines confirmed that certain shareholders acting together under the UK Takeover Code currently control approximately 28.09% of its issued ordinary share capital.
The group includes Chapters Group AG, Dr Mathias Saggau and two funds managed by Monega Kapitalanlagegesellschaft.
Chapters Group and the Monega-managed Truffle Fund have agreed to tender at least their basic entitlements under the proposed repurchase.
These commitments are intended to prevent the concert party’s combined voting rights from reaching or exceeding the 30% threshold following the reduction in shares outstanding.
Assuming the commitments are fulfilled, the group’s aggregate voting rights are expected to remain below approximately 29.94%.
Both shareholders have also undertaken to support the resolution approving the tender offer.
Half-Year Results Scheduled for December 11
Naked Wines expects to publish its financial results for the 26 weeks ended September 28, 2026, on December 11.
An investor presentation is scheduled for December 15, providing shareholders with an opportunity to review the interim performance and management’s outlook.
The board said its capital allocation approach remained focused on balancing investment opportunities, cash generation and shareholder returns.
The proposed tender offer will be implemented through corporate broker Panmure Liberum, with shares acquired under the arrangement subsequently transferred into treasury.
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