Result of Tender Offer and Notice of AGM
05/06/2023 15:36
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RNS Number : 6977B Let's Explore Group PLC 05 June 2023
5 June 2023
Let's Explore Group PLC
(the "Company" or the "Group")
Result of Tender Offer and Notice of AGM
Result of Tender Offer
The Board of Directors of Let's Explore Group PLC (AIM: LETS) is pleased to
announce the result of the Tender Offer, details of which were set out in the
circular published by the Company on 9 May 2023 (the "Circular").
The maximum aggregate number of Ordinary Shares that could be purchased
pursuant to the Tender Offer was 278,019,972 Ordinary Shares, representing 65
per cent. of the Company's issued share capital. The Tender Price was 4.75
pence per Ordinary Share.
In total, 236,873,162 Ordinary Shares were validly tendered, equal to 55.38%
per cent. of the shares in issue as at 2 June 2023. The resulting post Tender
Offer share capital will therefore be 190,849,873 Ordinary Shares.
Accordingly, a total of 236,873,162 Ordinary Shares will, therefore, be
purchased under the Tender Offer and subsequently cancelled. The total value
which will be returned to Shareholders pursuant to the Tender Offer will be
approximately £11.25 million.
Payment of the consideration due to Shareholders whose tenders under the
Tender Offer have been accepted is expected to be despatched (by cheque or by
a CREST payment, as appropriate) along with balance certificates in respect of
non-tendered shares, on or before 19 June 2023.
The Company has received requests from a small number of longstanding overseas
shareholders, who were not able to participate in the Tender Offer for
regulatory reasons, to be able to sell some of their shares back to the
Company. The Company is currently exploring mechanisms to facilitate this
using the current on-market buy back authority which will expire on 29 June
2023, to put such shareholders in the same position as the UK based
shareholders who were able to participate in the Tender Offer.
The Company announces that it has been notified that the Directors and PDMRs
have tendered the following amounts:
Director/ PDMR Number of Ordinary Shares held before Tender Offer Ordinary Shares Tendered Number of Ordinary Shares held post Tender Offer Percentage of issued share capital post Tender Offer
Martin Higginson* 40,157,314 26,102,253 14,055,061 7.36%
David Marks 20,729,960 13,474,473 7,255,487 3.80%
Daniel Wortley 4,293,975 2,791,083 1,502,892 0.79%
Sir Robin Miller 385,000 250,250 134,750 0.07%
Nicholas Lee 241,743 157,133 84,610 0.04%
*Includes Shares held in Martin Higginson's pension scheme
Following the implementation of the Tender Offer and the cancellation of the
tendered Ordinary Shares, the Company will have 190,849,873 Ordinary Shares in
issue. The figure of 190,849,873 may be used by the Company's shareholders
as the denominator in the calculations by which they will determine if they
are required to notify their interest in, or a change to their interest in,
the Company under the Financial Conduct Authority's Disclosure, Guidance and
Transparency Rules.
Capitalised terms in this announcement (unless otherwise defined) have the
same meanings as set out in the Circular.
Notice of AGM
The Company also announces that its Annual General Meeting ("AGM") will be
held at 10 a.m. on 29 June 2023 at the offices of Cenkos Securities plc at 6-8
Tokenhouse Yard, London EC2R 7AS.
The Company's Annual Report and Accounts for the year ended 31 December 2022
and Notice of AGM will be available on the Company's website at
www.letsexploregroup.com (http://www.letsexploregroup.com) and have been
mailed to its shareholders today.
Enquiries:
For further information please visit www.letsexploregroup.com/
(http://www.letsexploregroup.com/) , or contact:
Let's Explore Group plc Martin Higginson investors@letsexploregroup.com (mailto:investors@letsexploregroup.com)
David Marks
Cenkos Securities plc Adrian Hadden Tel + 44 (0) 207 7397 8900
(Nomad and Sole Broker) Charlie Combe
Cenkos, which is authorised and regulated by the Financial Conduct Authority,
is acting for the Company and for no one else in connection with the Tender
Offer and will not be responsible to anyone other than the Company for
providing the protections afforded to customers of Cenkos or for affording
advice in relation to the Tender Offer, the contents of this announcement or
any transaction, arrangement or other matter referred to in the Circular.
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them:
a) Name a) Martin Higginson
b) David Marks
c) Daniel Wortley
d) Sir Robin Miller
e) Nicholas Lee
2 Reason for the notification
a) Position/status a) Chief Executive
b) Group Development Director
c) Group Finance Director
d) Non-Executive Director
e) Non-Executive Director
b) Is this an initial notification or an amendment to a prior notification? Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Let's Explore Group plc
b) LEI 894500TW3TTWSJ7DYP93
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary Shares of 0.040108663 pence
Identification code
GB00BD5JRP64
b) Nature of the transaction Exercise of Options
c) Price(s) and volume(s) Tender Offer Price - 4.75p
a) 26,102,253
b) 13,474,473
c) 2,791,083
d) 250,250
e) 157,133
d) Aggregated information (if any)
- Aggregated volume
- Price See 4c) above
e) Date of transaction 2 June 2023
f) Place of the transaction London Stock Exchange
Tender Offer Price - 4.75p
a) 26,102,253
b) 13,474,473
c) 2,791,083
d) 250,250
e) 157,133
d)
Aggregated information (if any)
- Aggregated volume
- Price
See 4c) above
e)
Date of transaction
2 June 2023
f)
Place of the transaction
London Stock Exchange
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