Dewhurst: Another Delisting on the Cheap?

Following Gusbourne and Anexo, here is another example of exploitation of minority shareholders by controlling shareholders through delisting. 
  
The share price of the ordinary and A shares shows the dangers of dual class structures and the divergence of their share prices, as governance issues impact differently on the classes:  

Source: Stockopedia 

Summary of Dewhurst’s Delisting and Impact on Minority Shareholders  

Dewhurst Group PLC, a global manufacturer and supplier of components for the lift, transport, and keypad industries, announced its intention to delist from AIM and re-register as a private limited company on 4 August, 2025.  

 Terms and Rationale:  

• Return of Capital: As part of the proposal, Dewhurst announced a tender offer to return up to £25.0 million in cash to qualifying shareholders. This tender offer is designed to allow shareholders who no longer wished to be invested in a private company to sell some or all of their shares. 

• Tender Offer Prices: The tender is at £9.00 per ordinary share and £6.65 per ‘A’ share. These prices were stated to be at a premium to the market price at the time of the announcement.  

• Reasons for Delisting: Dewhurst states that the company is “too small to be of interest to most UK investors” and that it has historically funded its expansion through internally generated funds, never having raised capital on AIM. 

• Process: The delisting, tender offer, and re-registration proposals are inter-conditional and subject to shareholder approval at a General Meeting scheduled for August 21, 2025. 

• Impact on Minority Shareholders: Delisting from a public market like AIM inherently removes liquidity and transparency for remaining shareholders. This harms remaining minority shareholders by limiting their ability to trade shares freely and access public information and effectively forces them to accept the tender.  Delisting can have a significant impact on the minority shareholders’ interest and may oblige the majority shareholder to offer compensation. In this case, Dewhurst did offer compensation via the tender.  

Share Price in the 12 Months Prior to Delisting (August 5, 2025)  

Here’s a summary of the share price performance for both Dewhurst’s Ordinary Shares (DWHT) and ‘A’ Non-Voting Ordinary Shares (DWHA) in the 12 months leading up to the announcement date:  

Dewhurst Ordinary Shares (DWHT: LSE):

• Price on August 5, 2025 (Announcement Day): 725.00 pence.
• 52-Week Range (prior to Aug 8, 2025):
  • Low: 715.00 pence (set on July 17, 2025).
  • High: 1,300.00 pence (set on January 22, 2025).
• Tender Offer Price: 900.00 pence.

Dewhurst ‘A’ Non-Voting Ordinary Shares (DWHA: LSE):

• Price around Announcement: 615.00 pence (as of August 10, 2025).
• 52-Week Range:
  • Low: 450.00 pence.
  • High: 684.00 pence.
• Tender Offer Price: 665.00 pence.

Summary of Price Movement: 

 In the 12 months leading up to the delisting announcement, Dewhurst’s Ordinary Shares (DWHT) experienced significant volatility. They traded as high as 1,300.00 pence in January 2025 before falling to a 52-week low of 715.00 pence in July 2025, just prior to the delisting announcement. The tender offer price of 900.00 pence for Ordinary Shares was a premium to the market price at the time of the announcement (725.00p), but significantly below the 52-week high. 

 Similarly, the ‘A’ shares (DWHA) also saw a range of prices, with a 52-week high of 684.00 pence and a low of 450.00 pence. The tender offer price of 665.00 pence for ‘A’ shares is also a premium to their recent market price. 

The fact that the share price for the Ordinary shares had fallen significantly from its 52-week high before the delisting announcement, despite the tender offer being at a premium to the then-current market price, is a key point for minority shareholders. While the tender offers an exit, it is at a price considerably lower than the price shares traded at earlier in the year. 

Was the Tender Offer for All of Dewhurst’s Shares or Only a Partial Offer?  

The tender offer announced by Dewhurst Group PLC was a partial offer, not for all of the company’s shares.  

• Dewhurst proposes to return up to £25.0 million in cash to qualifying shareholders via a tender offer.  

• Specifically, the company offers to purchase up to a maximum of 20,000,000 Ordinary Shares under the tender offer.  

• This amount represented approximately half of the company’s market capitalisation at the time of the announcement.  

• The tender offer is designed to provide an opportunity for shareholders who did not wish to be invested in a private company to sell some or all of their shares.  

Who are the Major Shareholders of Dewhurst’s Shares?  

Based on the latest available shareholder information (as of June 14, 2022), the Dewhurst family and related parties hold significant stakes in both the Ordinary (voting) and ‘A’ (non-voting) shares, indicating they hold effective control over the company. 

Major Shareholders of Ordinary (Voting) Shares:  

 The voting shares are largely concentrated within the Dewhurst family and associated entities:  

• Mrs V E Dewhurst: 19.7%     

• Mr R Dewhurst (and related parties): 14.9%     

• Mr D Dewhurst (and related parties): 12.7%     

• State Street Nominees Ltd (OM02 Acct): 6.1%     

• Mrs B Bruce: 5.7%     

• Exors of Ms E Dewhurst: 5.3%     

Collectively, the named Dewhurst family members and related parties (Mrs V E Dewhurst, Mr R Dewhurst, Mr D Dewhurst, and Exors of Ms E Dewhurst) hold approximately 52.6% of the voting shares. Furthermore, the “percentage of securities not in public hands” for voting shares was stated as 71.6%. This high concentration of shares not in public float strongly suggests that a controlling group, probably centred around the Dewhurst family and long-term associates, holds effective control. This level of ownership allows them to pass ordinary resolutions (requiring over 50% of votes) and significantly influence or block special resolutions (often requiring 75% of votes).    

Major Shareholders of ‘A’ Non-Voting Ordinary Shares: 

While these shares do not carry voting rights, some significant holders include:  

• JIM Nominees Ltd: 13.9%     

• Mrs V E Dewhurst: 10.9%     

• Interactive Investor Services Nominees Ltd (SMKTNOMS Acct): 6.8%     

• Montoya Investments Ltd (IOUAA Acct): 6.0%     

• Vidacos Nominees Ltd (KBL Acct): 5.2%

Mrs V E Dewhurst’s substantial holding in the non-voting shares further reinforces the overall family influence, even if these shares do not directly contribute to voting control. The “percentage of securities not in public hands” for ‘A’ shares was 50.3%.     

Conclusion:  

The Dewhurst family and related parties, through their significant combined shareholdings in the Ordinary (voting) shares, hold effective control over Dewhurst Group PLC. Their collective ownership allows them to direct the company’s strategic decisions, including the recent delisting and re-registration as a private company, which requires shareholder approval.  

Arguably, this is another delisting on the cheap. It is certainly a cautionary tale for minority investors in companies with large controlling stakes.

When Will Shareholders Have to Approve Going Private?  

The shareholders of Dewhurst Group PLC will have to approve the proposals for delisting from AIM and re-registration as a private company at a General Meeting scheduled for 11:00 a.m. on August 21, 2025.  

The proposals, including the delisting, the tender offer, and the re-registration as a private company, are all inter-conditional and subject to the passing of all the necessary resolutions at this General Meeting. The result of the General Meeting is also expected to be announced on the same day, August 21, 2025.  

This blog is written by Cliff Weight. Cliff is a member of ShareSoc and the ShareSoc Education and Policy Committees.   

DISCLOSURE: Cliff Weight does not hold any shares in Dewhurst. He holds shares in Anexo, but not in Gusbourne. 

This article reflects the opinions of its author and not necessarily those of ShareSoc.