REG - Sorted Group Hldgs. - Half-year Report
07/08/2024 07:00
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RNS Number : 4456Z Sorted Group Holdings PLC 07 August 2024
This announcement contains inside information for the purposes of Regulation
11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310. With the
publication of this announcement via a Regulatory Information Service, this
inside information is now considered to be in the public domain.
7 August 2024
Sorted Group Holdings Plc
("Sorted", the "Company" or the "Group")
Interim results for the six months ended 30 June 2024
Sorted (AIM: SORT) announces its unaudited interim results for the six
months ended 30 June 2024.
CHAIRMAN'S REPORT FOR THE PERIOD ENDED 30 JUNE 2024
Dear Shareholders,
I am pleased to present the Chairman's statement for Sorted's unaudited
interim results for the six months ended 30 June 2024 ("H1 FY24" or the
"Period").
2023 marked a significant turning point for Sorted. On 28 June 2023, we
announced a secured convertible bridge loan agreement (the "Convertible Loan
Agreement") with Sorted Holdings Limited ("SHL") to lend it up to £2.6
million (the "Loan") for working capital purposes. The Convertible Loan
Agreement had a redemption premium of 50% and was secured by a first fixed and
floating charge over SHL's business and assets. At the Company's option, the
Loan could be converted into shares representing approximately 100% of the
fully diluted share capital of SHL.
Additionally, we simultaneously announced the entry into exclusive non-binding
heads of terms for a potential acquisition of the entire issued share capital
of SHL by the Company for a nominal consideration of £1.00 (the "Proposed
Acquisition"). The Proposed Acquisition constituted a reverse takeover under
the AIM Rules for Companies (the "AIM Rules"). Accordingly, in accordance with
rule 14 of the AIM Rules, the Company's ordinary shares were suspended from
trading on AIM on 28 June 2023.
On 30 January 2024, we announced and published an AIM admission document in
connection with the Proposed Acquisition. The AIM admission document detailed,
among other things, the proposed acquisition of SHL, a proposed subscription
of 2,285,712 new ordinary shares of 62.5 pence each in the Company ("Ordinary
Shares") at 87.50 pence per new Ordinary Share to raise approximately £2.0
million, a proposed consolidation of every 625 existing ordinary shares of
nominal value of 0.1 pence each into one new Ordinary Share, a proposed change
of name and AIM ticker symbol to Sorted Group Holdings PLC and SORT
respectively, director appointments, a notice of general meeting, and the
restoration of trading of the Company's existing ordinary shares on AIM. Terms
were agreed for the acquisition of the entire issued and to be issued share
capital of SHL for an aggregate nominal consideration of approximately £66.73
to be paid in cash at completion.
The Proposed Acquisition was attractive for several reasons. This included the
Proposed Acquisition being a significant opportunity to leverage SHL's
technology and substantial capital investment made in SHL to date (exceeding
£70 million). In addition, SHL had an attractive software-as-a-service
("SaaS") business model in the ecommerce sector with scalable, predictable
revenue performance. SHL's diverse customer base of household retail brands
and strong industry partnerships with the business being UK-based business
with over 60 employees. Lastly, the global ecommerce market in which SHL
operates has been forecast to grow significantly and is a highly fragmented
market.
On 25 January 2024, we announced that the Company had entered into an
unsecured term loan facility agreement with Bidco 3 Limited (the "Lender" or
"Bidco 3") for a total principal amount of up to £3.0 million (the
"Facility"). Bidco 3 is a special purpose holding company focused on making
strategic investments. The directors of the Company (the "Directors" or the
"Board") believe that the Group has adequate financial resources and will not
need to draw on this Facility to continue in operational existence for the
foreseeable future.
On 16 February 2024, all resolutions were duly passed at a general meeting of
the Company. The proposals set out in the AIM admission document were
completed on 19 February 2024 with the enlarged group successfully admitting
to trading on AIM on the same day ("Admission"). As part of this, Carmen Carey
was appointed as Chief Executive Officer, Mahmoud Warriah as Chief Financial
Officer, and Petar Cvetkovic as Non-Executive Director. To reflect the
Company's new name, the website changed to www.sorted.com on Admission.
On 30 April 2024, the Company announced that it had received approximately
£2.0 million in research and development ("R&D") tax credits from His
Majesty's Revenue & Customs ("HMRC") (together the "R&D Tax Credit").
The R&D Tax Credit relates to SHL's claim made to HMRC in respect of the
financial year ended 30th September 2022. The R&D Tax Credit has been
directly applied towards reducing the Group's pay as you earn ("PAYE") and
value added tax ("VAT") liabilities for the financial year ended 31st December
2023 and up to 29th February 2024.
Operational and Financial Restructuring
On 28 May 2024, it was announced that Carmen Carey had stepped down as Chief
Executive Officer ("CEO") and Executive Director of the Group with immediate
effect, although she will continue to support the Company during a three-month
notice period.
During this period, we undertook significant restructuring efforts to align
the business with its strategic goals and to ensure long-term sustainability,
which are outlined as follows:
· Employee Headcount Reduction: The headcount was reduced from 66
to 51, eliminating an expensive corporate layer that is no longer required for
the business. This enabled the Board to promote the next level of high-end
talent to form the new senior management team.
· Cost Reduction: We have reduced back-office costs related to
legal, HR, and finance functions, enabling management to reallocate resources
towards front-office functions, specifically software engineering and sales.
This is anticipated to lead to a total people cost reduction of approximately
£1.2 million on an annualised basis.
· Property Costs: We have reorganised our offices, closing the
London office and resizing the Manchester office to be more fit for purpose.
This is expected to deliver an annualised six-figure saving.
· Operational Efficiencies: We are introducing efficiencies to run
the Sorted platform more cost-effectively. Our second largest cost, outside of
personnel, is our IT infrastructure, which we will focus on reducing in the
second half of the financial year ending 31 December 2024 ("FY24").
H1 FY24 has been transformative for our Company as we have embarked on a
strategic initiative to foster a "start-up" mentality within our organisation.
The key objectives have been to streamline our operations, reduce unnecessary
corporate and executive costs, and return to our nimble roots in Manchester.
Outlook and Future Strategy
Throughout this period of significant change, our commitment to maintaining
revenue levels and customer satisfaction has remained steadfast. I am proud to
report that, despite comprehensive restructuring efforts, we have successfully
upheld our revenue streams, reflecting the strength and adaptability of our
team. Our customers have expressed their continued trust in our services, as
evidenced by the renewal of their contracts with Sorted.
These changes have not only reduced costs but also enhanced our ability to
respond quickly to market needs and opportunities. Specifically, we have
reduced costs in back-office functions such as HR, internal IT, Finance, and
Legal, as well as property and office expenses. These savings have been
strategically reinvested in front-office areas, particularly in expanding our
Sales team and enhancing our Software Development teams.
We have made significant investments in both our core team and our service
offerings during this period, ensuring that we are well-positioned to
capitalise on future growth opportunities. Our efforts have been geared
towards fostering a culture of innovation and agility, essential for
navigating the competitive landscape that we operate in as well as increasing
long-term value for our shareholders.
As we look forward to the remainder of the financial year, we are optimistic
about the future. Our strategic focus on agility, efficiency, and customer
satisfaction will continue to guide us. We are confident that the steps we
have taken will not only strengthen our market position but also lay a solid
foundation for sustained growth and success. The acquisition of SHL and the
consequential reverse takeover have provided us with a valuable platform for
potential growth opportunities. Armed with this knowledge, we are actively
exploring avenues for sustainable expansion and enhancement of our offerings.
We entered FY24 with a solid financial foundation. The successful fundraises
that took place in 2024 provided us with ample resources and, together with
the loan facility agreement with Bidco 3 Limited for up to £3.0 million,
enabled us to pursue our strategic acquisition objective against the backdrop
of the complex business landscape.
Throughout the acquisition process, we have remained committed to our key
stakeholders, particularly our shareholders. We recognise that change brings
uncertainty, and we have made every effort to navigate these challenges with
transparency and fairness. Our team has shown remarkable resilience and
adaptability during this period of transition, and we are grateful for their
dedication to our shared vision.
Finally, I would like to express my heartfelt gratitude to our shareholders,
clients, and partners for their unwavering support throughout this
transformative period. Your confidence in our ability to navigate these
challenges and capitalise on emerging opportunities has been instrumental in
our progress.
In conclusion, while the previous financial year ended 31 December 2023
presented its fair share of hurdles, we are well-funded and strategically
positioned for the future. With a solid financial foundation, streamlined
operations, and a focus on delivering a new strategic path going forward, we
are confident in our ability to create long-term value for our shareholders.
We thank our shareholders and stakeholders for their continued trust and
support.
Yours sincerely,
Simon Wilkinson
Executive Chair, Sorted Group Holdings PLC
CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE PERIOD ENDED 30 JUNE 2024
Six months ended 30 June 2024 Unaudited Six months ended 30 June 2023 Unaudited
£ £
Note
Revenue 4 3,188,490 3,277,780
Cost of sales (1,226,643) (1,346,206)
Gross profit 1,961,847 1,931,574
Administrative expenses (3,654,220) (5,580,336)
Amortisation and depreciation (1,488,922) (2,746,240)
Other operating income 98,640 -
Exceptional administrative income 1,990 -
Exceptional administrative expenses - -
Operating loss 4 (3,080,665) (6,395,002)
Finance income 12,340 5,344
Finance expense (365,880) (200,391)
Loss before tax (3,434,205) (6,590,049)
Taxation (245) -
Loss for the period (3,434,450) (6,590,049)
Earnings per share
Loss per share - basic and diluted (51.2p) (155.6p)
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED 30 JUNE
2024
Six months ended 30 June Six months ended 30 June
2024 2023
Unaudited Unaudited
£ £
Loss for the period (3,434,450) (6,590,049)
Total comprehensive income for the period attributable to owners of the (3,434,450) (6,590,049)
company
CONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2024
30 June 31 December
2024 2023
Unaudited
Unaudited
£
Note £
Non-current assets
Intangible assets 6,344,243 7,454,644
Right-of-use asset 48,181 114,647
Property, plant and equipment 21,278 34,511
6,413,702 7,603,802
Current assets
Trade and other receivables 1,223,051 2,827,792
Current tax asset - -
Cash and cash equivalents 2,340,065 408,479
3,563,116 3,236,271
Current liabilities
Trade and other payables (3,880,136) (4,131,186)
Lease liability (53,871) (118,756)
(3,934,007) (4,249,942)
Net current assets (370,891) (1,013,671)
Total assets less current liabilities 6,042,811 6,590,131
Non-current liabilities
Lease Liability (3,288) (4,260)
Loans and warrant liabilities (4,425,366) (7,159,394)
(4,428,654) (7,163,654)
Net assets 1,614,157 (573,523)
Capital and reserves
Called up share capital 5 18,467,734 16,340,507
Share premium reserve 20,939,009 20,088,118
Other reserves 40,925,452 38,281,441
Retained earnings (78,718,039) (75,283,589)
Total equity 1,614,157 (573,523)
The unaudited interim financial statements on pages 4 to 14 were authorised
for issue by the board
and were signed on its behalf by:
Mahmoud Warriah
Chief Financial Officer
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 30 JUNE 2024
EQUITY ATTRIBUTABLE TO THE PARENT COMPANY
Other Retained earnings
Share capital Share premium reserves £ Total
£ £ £ £
At 1 January 2023 16,340,507 20,088,118 38,041,649 (69,575,976) 4,894,298
Loss for the period - - - (6,590,049) (6,590,049)
Shard interest reserve - - 76,664 - 76,664
At 30 June 2023 16,340,507 20,088,118 38,118,313 (76,166,025) (1,619,086)
At 1 January 2024 16,340,507 20,088,118 38,281,441 (75,283,589) (573,523)
Loss for the period - - - (3,434,450) (3,434,450)
Shard interest reserve - - 169,150 - 169,150
Subscription (2,285,712 shares at 62.5p nominal and 25p premium) 1,428,570 571,428 - - 1,999,998
Fee shares issue 85,714 34,286 - - 120,000
Convertible shares and interest 214,285 85,714 - - 299,999
Equity issued in lieu of accrued interest 398,659 159,464 (558,123) - -
Reverse acquisition - - 3,032,983 - 3,032,983
At 30 June 2024 18,467,734 20,939,009 40,925,452 (78,718,039) 1,614,157
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 30 JUNE 2024
Six months ended 30 June 2024 Six months ended 30 June 2023
Unaudited
Unaudited
£
£
Note
Cash flows from operating activities
Loss for the year from continuing activities (3,434,205) (6,590,049)
Adjustments to cash flows from non-cash items:
Depreciation and amortisation 1,488,922 2,746,240
Finance income (12,340) (5,344)
Finance costs 365,880 200,391
Working capital adjustments:
(Increase)/Decrease in trade and other receivables (395,259) 47,099
Decrease in R&D receivable 2,000,000 -
Increase/(Decrease) in trade and other payables (467,594) 908,457
Cash used in operations (454,595) (2,693,206)
Income taxes paid (245) -
Net cash used in operating activities (454,840) (2,693,206)
Cash flows from investing activities
Purchase of intangible assets (298,821) (998,472)
Purchase of property, plant, and equipment - (11,906)
Interest received 12,340 5,344
Net cash acquired as part of reverse acquisition 2,691,816 -
Net cash from/(used) in investing activities 2,405,335 (1,005,034)
Cash flows from financing activities
Proceeds from issue of ordinary shares, net of issue costs 1,999,998 -
Proceeds from issue of ordinary shares where cash already received and held as (1,999,998) -
part of reverse acquisition
Lease liability payments (65,859) (147,736)
Interest paid (35,511) (103,891)
Proceeds from loans 82,461 1,760,750
Shard interest reserve - 76,664
Net cash generated from financing activities (18,909) 1,585,787
Net (decrease)/increase/ in cash and cash equivalents 1,931,586 (2,112,454)
Cash and cash equivalents at beginning of period 408,479 2,668,437
Cash and cash equivalents at end of period 2,340,065 555,983
Non-cash financing activities
Liabilities settled by share issues (858,122) -
Directors' fees settled by share issues (120,000) -
SORTED GROUP HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2024
1 General information
Sorted Group Holdings PLC and its subsidiary Location Sciences AI Limited
(together the "Group") provide a Software as a Service (SaaS) Delivery
Experience Platform (DEP) that powers dynamic checkouts, delivery management
and tracking globally. Through partnerships with some of the biggest global
carriers and customer-obsessed retailers, Sorted transforms the delivery
experience into a delight, for everyone that touches it. Sorted provides
mission critical software using an application programming interface (API)
driven platform that enables fast and seamless integrations with retailers
offering enhanced features.
The Company is a public limited company which is quoted on the AIM market of
the London Stock Exchange and is incorporated and domiciled in England and
Wales.
2 Basis of preparation
The financial information has been prepared in accordance with International
Financial Reporting Standards ("IFRS") as adopted by the United Kingdom,
International Financial Reporting Interpretations Committee ("IFRIC")
interpretations and with those parts of the Companies Act 2006 applicable to
companies reporting under IFRS. The accounting policies adopted are consistent
with those of the financial statements for the year ended 31 December 2023, as
described in those financial statements.
The accounting resulting from the reverse acquisition (see notes 3 and 6)
causes the comparative amounts to be restated such that the figures for the
six-month period ended 30 June 2023, as well as the balance sheet as on 31
December 2023, represent those of Sorted Holdings Limited and subsidiaries
(before the reverse acquisition). The results for the six-month period 30 June
2024, as well as the balance sheet as on 30 June 2024 is the same as the
comparatives but also includes the balances of Sorted Group Holdings Plc and
subsidiaries (before the reverse acquisition) as on 30 June 2024 and the
results of the same from the acquisition date of 16 February 2024. The
comparative results and balances, although largely extracted from audited
results of Sorted Holdings Limited, have not been audited. The results and
balances for the current period have not been subject to an audit.
The latest financial statements of Sorted Group Holdings Plc are those for the
year ended 31 December 2023 and have been delivered to the Registrar of
Companies and included an unqualified auditors' report and did not contain a
statement under Section 498(2) or Section 498(3) Companies Act 2006. As
described above, the current results are not comparable with this latest
financial statements due to the reverse acquisition.
3 Going concern
This going concern note should be read in conjunction with the note for the
year ended 31 December 2023, which detailed significant events and strategic
initiatives for the Company.
On 30 January 2024, we announced and published an AIM admission document in
connection with the Proposed Acquisition. The AIM admission document detailed,
among other things, the proposed acquisition of SHL, a proposed subscription
of 2,285,712 new ordinary shares at 87.50 pence per share to raise
approximately £2.0 million, a proposed 625 to 1 share consolidation, a
proposed change of name and AIM ticker symbol to Sorted Group Holdings PLC and
SORT respectively, director appointments, a notice of general meeting, and the
restoration of trading of the Company's existing ordinary shares on AIM. Terms
were agreed for the acquisition of the entire issued and to be issued share
capital of SHL for an aggregate nominal consideration of approximately £66.73
to be paid in cash at completion.
The Proposed Acquisition was attractive for several reasons, including:
· Significant opportunity to leverage Sorted's technology and
substantial capital investment (exceeding £70 million).
· An attractive software-as-a-service ("SaaS") business model in
the ecommerce sector with scalable, predictable revenue performance.
· Diverse customer base of household retail brands and strong
industry partnerships.
· Global ecommerce market forecast to grow significantly.
· Highly fragmented market.
· UK-based business with over 60 employees.
On 25 January 2024, we announced that the Company had entered into an
unsecured term loan facility agreement with Bidco 3 Limited (the "Lender" or
"Bidco 3") for a total principal amount of up to £3.0 million (the
"Facility"). Bidco 3 is a special purpose holding company focused on making
strategic investments. The Directors believe that the Group has adequate
resources and will not need to draw on this loan to continue in operational
existence for the foreseeable future.
On 16 February 2024, all resolutions were duly passed at a general meeting of
the Company. The proposals set out in the AIM admission document were
completed on 19 February 2024 with the enlarged group successfully admitting
to AIM on the same day ("Admission"). As part of this, Carmen Carey was
appointed as Chief Executive Officer, Mahmoud Warriah as Chief Financial
Officer, and Petar Cvetkovic as Non-Executive Director. To reflect the
Company's new name, the website changed to www.sorted.com on Admission.
On 30 April 2024, SGH plc announced that it had received approximately £2.0
million in research and development ("R&D") tax credits from His Majesty's
Revenue & Customs ("HMRC"). The R&D Tax Credit relates to Sorted Group
Limited's claim made to HMRC in respect of the financial year ended 30
September 2022. The R&D Tax Credit has been directly applied towards
reducing the Group's pay as you earn ("PAYE") and value added tax ("VAT")
liabilities for the financial year ended 31 December 2023 and up to 29
February 2024.
On 28 May 2024, it was announced that Carmen Carey stepped down as Chief
Executive Officer ("CEO") and Executive Director of the Group with immediate
effect and will continue to support Sorted during a three-month notice period.
During this period, we undertook significant restructuring efforts to align
the business with its strategic goals and ensure long-term sustainability,
which are outlined as follows:
· Employee Headcount Reduction: The headcount was reduced from 66
to 51, eliminating an expensive corporate layer that is no longer required for
the business. This enabled the Board to promote the next level of high-end
talent to form the new senior management team.
· Cost Reduction: We have reduced back-office costs related to
legal, HR, and finance functions, enabling management to reallocate resources
towards front-office functions, specifically software engineering and sales.
This is anticipated to lead to a total people cost reduction of approximately
£1.2 million on an annualised basis.
· Property Costs: We have reorganised our offices, closing the
London office and resizing the Manchester office to be more fit for purpose.
This is expected to deliver an annualised six-figure saving.
· Operational Efficiencies: We are introducing efficiencies to run
the Sorted platform more cost-effectively. Our second largest cost, outside of
personnel, is our IT infrastructure, which we will focus on reducing in the
second half of the financial year ending 31 December 2024 ("FY24").
These strategic actions have been taken to streamline operations, reduce
costs, and position the Company for future growth. The Directors have prepared
detailed cash flow forecasts and have considered various scenarios, including
the potential impacts of market conditions and the restructuring efforts.
The Directors believe that the Group has adequate resources to continue in
operational existence for the foreseeable future. Accordingly, they continue
to adopt the going concern basis in preparing the financial statements for the
period from 1 July 2024 to 30 June 2025.
4 Loss per share
Six months Six months
ended 30 June ended 30 June
2024 2023
Unaudited Unaudited
£ £
Loss attributable to shareholders (3,434,450) (6,590,049)
No. No.
Weighted average number of shares (basic) 6,704,660 4,236,140
The calculation of basic loss per share of 51.2p (June 2023: 155.6p) is based
on loss after taxation and the weighted average number of ordinary shares in
issue during the period. The weighted average number of shares for 30 June
2023 retrospectively includes the impact of the share consolidation (see note
6).
5 Segmental analysis
Operating segments are based on internal reports about components of the
Company, which are regularly reviewed and used by the Board of Directors being
the Chief Operating Decision Maker ("CODM") for strategic decision making and
resource allocation, in order to allocate resources to the segment and to
assess its performance.
The segmental analysis has been restated due to the reverse acquisition (refer
note 7). The comparative period is represented by two reportable segments -
'Corporate & Enterprise' and 'Return & Reverse Logistics'. With the
reverse acquisition on 16 February 2024, the additional reportable segment,
'Verify', was added.
Verify provides location verification services, utilising sophisticated
machine learning and pattern recognition technologies Verify detects location
ad-fraud and checks the accuracy and quality of location signals used to
improve the performance of digital advertising. The Verify business was
gradually scaled down beginning on February 16th, with operations
progressively reduced until its full closure in June 2024. This strategic move
was made to concentrate resources and focus on the Sorted Corporate and
Enterprise business.
The corporate & enterprise segments provides a software as a service
platform, the Delivery Experience Platform, that powers dynamic checkouts,
delivery management and tracking globally. The segment remains stable with a
successful renewal of a major client and a consistently low churn rate. This
revenue stream continues to be our primary focus.
The return & reverse logistics segment provides software as a service
platform that enables retailers of all sizes to automate their return
processes and access competitively priced carrier return rates. We continue to
develop the business, focusing on organic growth.
It should be noted that a segmental analysis of the Consolidated Statement of
Financial Position is not part of routine management reporting and,
consequently, no segmental analysis of assets is shown here.
An analysis of operating revenue is as follows:
Six months Six months
ended 30 June ended 30 June
2024 2023
Unaudited Unaudited
£ £
Verify (8,057) -
Corporate & Enterprise (Ship & Track) 2,771,978 2,785,851
Return & Reverse Logistics 424,569 491,929
3,188,490 3,277,780
An analysis of EBITDA is as follows:
Six months Six months
ended 30 June ended 30 June
2024 2023
Unaudited Unaudited
£ £
Verify (589,651) -
Corporate & Enterprise (Ship & Track) (1,063,080) (3,683,387)
Return & Reverse Logistics 60,983 34,626
(1,591,748) (3,648,761)
An analysis of profit or loss before tax is as follows:
Six months Six months
ended 30 June ended 30 June
2024 2023
Unaudited Unaudited
£ £
Verify (577,311) -
Corporate & Enterprise (Ship & Track) (2,907,453) (6,604,189)
Return & Reverse Logistics 50,559 14,140
(3,434,205) (6,590,049)
6 Share capital
30 June 31 December
2024 2023
Unaudited Audited
£ £
7,639,705 ordinary shares of 62.5p each
(December 2023: 2,647,587,398 of 0.1p each) 4,774,815 2,647,588
1,040,712,398 deferred shares of 0.99p each 10,303,053 10,303,053
376,651,734 New Deferred shares of 0.9p each 3,389,866 3,389,866
18,467,734 16,340,507
Share issue
Share consolidation and issue
Following an announcement on 28 June 2023 where the Company entered into an
exclusive non-binding heads of terms for a potential acquisition of the entire
issued share capital of Sorted Holdings Limited (the "Proposed Acquisition"),
we published an AIM admission document on 30 January 2024. This document
detailed the proposed acquisition of SHL, a proposed subscription of 2,285,712
new ordinary shares at 87.50 pence per new ordinary share to raise
approximately £2.0 million, a proposed 625 to 1 share consolidation, a
proposed change of name and AIM ticker symbol to Sorted Group Holdings PLC and
SORT respectively, director appointments, a notice of general meeting, and the
restoration of trading of the Company's existing ordinary shares on AIM. Terms
were agreed for the acquisition of the entire issued and to be issued share
capital of SHL for an aggregate nominal consideration of approximately £66.73
to be paid in cash at completion which was subsequently paid in full.
Share rights
Ordinary shares have attached to them full voting, dividend and capital
distribution (including on winding up) rights; they do not confer any rights
of redemption.
Deferred shares have attached to them no voting, dividend or capital
distribution (including on winding up) rights; they do not confer any rights
of redemption.
Warrants in Issue
1) Promoter Warrants - non-transferable warrants to subscribe for up to
2,400,000 Ordinary Shares, exercisable at £1.25 for five years from 25 May
2021, were issued to certain members of the Concert Party in consideration of
those persons assembling and co-ordinating the Concert Party's investment in
the Company in May 2021 and facilitating the appointment of Simon Wilkinson as
Non-Executive Chairman.
Name Number of Ordinary Shares subject to Promoter Warrants
Richard Hughes 800,000
Mahmud Kamani 800,000
Simon Wilkinson 800,000
2) Cornerstone Investor Warrants - non-transferable warrants to subscribe
for up to 400,000 Ordinary Shares, exercisable at £1.25 for five years from
25 May 2021, were issued to the Cornerstone Investors of the May 2021 placing.
Name Number of Ordinary Shares subject to Cornerstone Investor Warrants
Ben Turner 80,000
Donna Turner 120,000
James Pope 80,000
Maxine Pope 120,000
3) Broker Warrants - transferable warrants to subscribe for up to 160,000
Ordinary Shares, exercisable at £1.25 for five years from 25 May 2021 were
issued as shown below.
Name Number of Ordinary Shares subject to Broker Warrants
Turner Pope 94,000
Dr Nigel Burton 40,000
Mark Slade 16,000
David Rae 10,000
4) Director Warrants - non-transferable warrants to subscribe for, in
aggregate, 192,000 Ordinary Shares were issued to the Executive Directors and
the Non-Executive Directors, exercisable at £1.25 for five years from 21 May
2021, provided that the Ordinary Shares have traded at a Volume Weighted
Average Price (VWAP) at or above 0.30p for 20 consecutive Business Days, or on
a change of control of the Company.
Name Number of Ordinary Shares subject to Broker Warrants
Mark Slade 48,000
David Rae 48,000
Simon Wilkinson 48,000
Dr Nigel Burton 48,000
7 Reverse acquisition
On 16 February 2024, Sorted Group Holdings Plc acquired all the outstanding
share capital in Sorted Holdings Limited (refer to note 3). The acquisition
was one whereby a nominal value of £66,73 was paid in cash to acquire the
outstanding share capital of Sorted Holdings Limited. Consequentially, new
directors were appointed, being directors and key management personnel from
Sorted Holdings Limited.
Consistent with the AIM Rules classifying this transaction as a reverse
takeover, management assessed and concluded that the acquisition is, in
substance, a reverse acquisition in accordance with the principles in IFRS 3.
However, given that Sorted Group Holdings Plc and subsidiaries (before the
acquisition) do not meet the definition of a business in accordance with IFRS
3, the reverse acquisition is rather accounted for by analogy to the reverse
acquisition accounting principles in IFRS 3 and the principles in IFRS 2 (as
generally acceptable accounting principles exist).
As a result, the acquisition is accounted for such that Sorted Holdings Liming
is identified as the acquirer and the net assets of Sorted Group Holdings Plc
and subsidiaries (before the acquisition) deemed acquired. The consideration
for the reverse acquisition is measured at the fair value of the cash
transferred and the deemed consideration of the loan previously granted to
Sorted Holdings Limited, which remains outstanding on 16 February 2024.
Accordingly, the resulting balances and transactions for the periods prior to
16 February 2024 are those of Sorted Holdings Limited and subsidiaries (before
the acquisition).
The consideration transferred is as follows:
£
Cash 67
Loan previously provided 2,516,491
2,516,558
The allocation of the consideration transferred to the net assets acquired by
Sorted Holdings Limited is as follows:
£
Cash 2,691,816
Accounts receivable and other receivables 178,772
Accounts payable and accruals (803,086)
Listing costs expensed 449,056
2,516,558
8 Availability of half year report
Copies of the half-year report are available on request from the Company's
registered office at Level 6 111 Piccadilly, Manchester, England, M1 2HY and
can also be viewed at:
https://www.sorted.com (https://www.sorted.com)
For further information please contact:
Sorted Group Holdings
plc
Tel: +44 (0)3300 555 284
Simon Wilkinson, Chairman
Allenby Capital Limited (Nominated
Adviser)
Tel: +44 (0)20 3328 5656
David Hart
Vivek Bhardwaj
Turner Pope Investments (TPI) Ltd
(Broker)
Tel: +44 (0)20 3657 0050
James Pope
Andy Thacker
About Sorted
Sorted's Delivery Experience supports retailers in providing exceptional
delivery experiences and analysing post-purchase performance. It enables
customers to track deliveries and returns or exchange of parcels with ease.
Founded more than a decade ago, Sorted is trusted by leading retailers - such
as Asda, ASOS and M&S - to make customer purchase experiences a
differentiator.
www.sorted.com (http://www.sorted.com)
@SortedOfficial (https://twitter.com/SortedOfficial)
Media contact - Shaun Weston - shaun.weston@sorted.com
(mailto:shaun.weston@sorted.com)
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