Shearwater Group calls shareholder vote on capital reduction

Shearwater Group plc, a cybersecurity and advisory firm based in the UK, announced plans to hold a shareholder vote on October 13, 2026, at their London headquarters. The meeting will decide on two special resolutions concerning a capital reduction approved by the courts. Resolution 1 aims to cancel 22,106,460 existing deferred shares, each valued at £0.90, totaling £19,895,814, and to eliminate the company's share premium account, pending High Court approval in England and Wales.

Resolution 2 seeks to amend the company's articles of association to remove provisions concerning the deferred shares. Shearwater is currently in a historic deficit due to accounting write-downs on its investments, with no ability to distribute profits or repurchase shares. The cancellation will boost the company's accumulated profits and losses reserve, offsetting accumulated losses.

The merger reserve remains unaffected. To pass, the resolutions require a 75% majority vote and court confirmation. The reduction will only take effect after a court order and updated capital statement are registered with the Registrar of Companies. Any future dividends or share repurchases would need separate board approval and are not included in the current resolutions.