Our Annual General Meeting (AGM) was held electronically from 28 Queen Street, Edinburgh Scotland EH2 1JX on Tuesday 24 May 2022 at 9:00 a.m. The meeting was broadcast live by webcast.
Shareholders were invited to submit their questions in advance of the meeting and we have prepared ‘Questions & Responses’ below that cover common themes from shareholder questions received.
You can see how our shareholders voted below.
1. To receive and consider the Annual report and accounts 2021
2. To approve the Directors’ remuneration report
3. To re-elect Mark Hunter
4. To re-elect Paul Skipworth
5. To re-elect David Ridley
6. To re-elect Andrew Dane
7. To re-elect Mark Bedingham
8. To re-elect Gavin Hewitt CMG
9. To re-elect Lesley Jackson
10. To re-elect Helen Page
11. To appoint Mazars LLP as Auditor
12. To authorise the Board of Directors to set the Auditors’ fees
13. To authorise the Directors to allot further shares
14. To disapply pre-emption rights
Issued share capital – Total voting rights
As at 9:00 a.m. on 27 April 2022 (the latest practicable date before publication of the AGM notice), the Company’s issued share capital consisted of 69,605,774 ordinary shares of 0.25p each. Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 9:00 a.m. on 27 April 2022 was 69,605,774.
Q1. –Since its AIM listing, the share price has fallen by almost 30% to 82p. How does the board plan to significantly improve the share price and over what timescales?
A – We understand and share the disappointment felt by some shareholders in this regard particularly as the business has performed strongly since our IPO. The overall AIM market has been under pressure having fallen by over 20% this year and is being impacted by a range of factors outside of our control.
What we can influence however is how the business is run. We are focused on delivering against the growth strategy we outlined at the time of IPO, creating the very best spirit experiences to drive sustainable long-term growth, meeting and where possible beating expectations along the way and ensuring we work closely with our advisors so that our progress is communicated effectively.
As fellow shareholders, and in particular, with the equity incentive schemes in place for the executive team, we are cognisant of share price performance and are fully aligned in delivering performance and creating value for our shareholders.
We have made a good start to life as a listed business and, if we can continue to grow the business and fulfil our ambitions according to our plan, while external forces beyond our control will always play a part, over time the share price should take care of itself.
Q2.- Specifically which “…ongoing situation in relation to covid..” is preventing a conventional AGM from being held?
A – As stated in the Notice of General Meeting “Due to the ongoing situation in relation to COVID-19, and given the geographical spread of our members, the meeting is taking place virtually”. COVID-19 is not the only reason why the Board have elected to hold the meeting virtually. This is permitted under the Company’s articles of association, allows us to reach a much wider audience than holding a purely physical meeting, is more efficient in terms of shareholders’ time and commitments, allows shareholders from any region to attend and limits the need for a large and potentially expensive venue. While COVID-19 restrictions have been lifted, there are still many cases being reported on a daily basis. In addition, the notice of the general meeting had to be issued some time ahead of the meeting, and, on top of the advantages of holding the meeting virtually as noted, it seemed prudent to restrict the meeting to a virtual, online meeting given the possibility of a change in circumstances. The Board intends for future AGMs to also be held virtually.
Q3.- What do the Board see as the primary benefit to shareholders of The Artisanal Spirits Company?
We believe that the case for investing in The Company remains as compelling today as it did in the run up to the Company’s IPO in June 2021. We have unique, award-winning products, a proven track record of growth, a loyal and growing membership base, the ability to create value and high margins, strong e-commerce metrics, an excellent international footprint, quality assurance, a vast stock holding, and a diverse and secure supply chain. This combined with the Market opportunity, the continuing trend for premiumisation in the worldwide spirits market, and the Group’s position to capitalise on that market we expect to continue to see strong growth and delivery against the Company’s strategic plan.
Q4. – SMWS has requested that members avoid flipping bottles yet recent auctions have bottles of SMWS 24.141 appearing before general release and a plethora of same bottles appearing since – what steps are SMWS actively taking to discourage flipping?
A – Yes, we are aware of the issue of “flipping”, where bottles are re-sold. Flipping is expressly not permitted under the terms and conditions of the SMWS. Where possible we restrict bottles to 1 per member if we expect high demand. We actively review order patterns and order details and in the event of a member breaching the practices, we will in certain cases cancelled the order and provide a refund, or cancel a members’ membership. . As we develop our new bottling site, we are investigating how we can provide improved security against flipping bottles.
Q5. The on-line release of particularly sought after products is a nightmare. Bottles are sold out before you can blink. Will SMWS increase the use of ballots for known in demand products, thereby thwarting those particularly adept at the online shopping system and keen to flip bottles?
A – We will indeed continue to release exceptional bottlings by ballot as often as we can. By the nature of our products there will always be occasions where a bottling is sold out quickly. To ensure a smoother check out for online purchases we have used a basket timer reservation system for around a year, providing a less stressful on-line check out, which seems to be working well and can limit the bottle quantity to one. We are able to offer a very wide range of whiskies, both on-line and in-venue, with over 100 different single cask bottlings available, so there is plenty to choose from at all times.
Registered Office:The Vaults87 Giles StreetEdinburgh EH6 6BZ
Press Enquiries:Instinctif Partners65 Gresham StreetLondon EC2V 7NQ
© Artisanal Spirits Company plc 2022