REG - Sorted Group Hldgs. - Notice of AGM & Proposed Capital Reorganisation

Sorted groupAnnouncement

27/08/2025 07:02

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RNS Number : 7536W  Sorted Group Holdings PLC  27 August 2025

27 August 2025

 

Sorted Group Holdings Plc

("Sorted", the "Company" or the "Group")

 

Notice of Annual General Meeting

and

Proposed Share Capital Reorganisation

 

Sorted (AIM: SORT), announces that a circular ("Circular") containing a notice
convening the Annual General Meeting of the Company (the "AGM") will be posted
to shareholders today.

 

The AGM will be held at the offices of Turner Pope Investments (TPI) Ltd, 3
Queen Street, London, W1J 5PA on Monday 25 September 2025 at 9.00 a.m.

 

Proposed Share Capital Reorganisation

 

The Company is not permitted by law to issue new ordinary shares at a price
which is below their nominal value. The Company's current share price of 30
pence is below the current nominal value of 62.50 pence per ordinary share
("Ordinary Share"). Accordingly, in order to create a lower nominal value for
each Ordinary Share, the board of directors of Sorted (the "Board" or the
"Directors") are proposing that each existing Ordinary Share will be
subdivided into one new ordinary share of 0.01 pence each (the "New Ordinary
Shares") and one deferred share of 62.49 pence each (the "New Deferred
Shares") (the "Share Capital Reorganisation").

 

Each New Ordinary Share will carry the same rights as each existing Ordinary
Share under the Company's articles of association (the "Articles of
Association"). No new certificates will be issued in relation to the existing
Ordinary Shares, and the existing share certificates will remain valid
entitling the registered holder to the same number of New Ordinary Shares.

 

Each New Deferred Share will have very limited rights and will effectively be
valueless. CREST accounts of Shareholders will not be credited in respect of
any entitlement to New Deferred Shares, and no share certificates will be
issued in respect of New Deferred Shares.

 

The New Deferred Shares will have the rights and restrictions as set out in
the Articles of Association in respect of deferred shares, which do not
entitle their holders to receive notice of or attend or vote at any general
meeting of the Company or to receive a dividend or other distribution and
provide the Company will the authority to transfer them at effectively nil
consideration per New Deferred Share to a custodian nominated by the Company.
The New Deferred Shares will not be admitted to trading on AIM or any other
exchange.

 

Following the passing of all the resolutions at the AGM, the Company will
implement the Share Capital Reorganisation and make an application for
admission of the 7,639,705 New Ordinary Shares to trading on AIM at 8:00 a.m.
on 26 September 2025.

 

The number of ordinary shares in issue, and held by each Shareholder, will not
change. It is simply the nominal value of the existing Ordinary Shares which
will change. Accordingly, the Share Capital Reorganisation will result in the
issue of 7,639,705 New Ordinary Shares and 7,639,705 New Deferred Shares.

 

The New Ordinary Shares will continue to carry the same rights as those
attached to the existing Ordinary Shares, save for the change in nominal
value. The New Ordinary Shares will have the same ISIN number and SEDOL code
as the existing Ordinary Shares.

 

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 of parcels with ease.

 

Founded more than a decade ago, Sorted is trusted by leading retailers - such
as Asda 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)

 

Expected Timetable of Principal Events

 

 Posting of the Circular and Form of Proxy                                  27 August 2025
 Latest time and date for receipt of completed Forms of Proxy               9:00 a.m on 23 September 2025
 Latest time and date for receipt of CREST Proxy Instructions               9:00 a.m on 23 September 2025
 Record time for those Shareholders on the Register of Members entitled to  Close of business on 23 September 2025
 attend or vote at the AGM
 Annual General Meeting                                                     9:00 a.m on 25 September 2025
 Share Capital Reorganisation is effective*                                 6:00 p.m on 25 September 2025
 Admission of, and commencement of dealings in, the New Ordinary Shares*    8.00 a.m on 26 September 2025

 

Note:

 

If any of the details contained in the timetable above should change, the
revised time and dates will be notified to Shareholders by means of a
Regulatory Information Service announcement. All references to times and dates
in this announcement are to time and dates in London, United Kingdom.

 

*assuming that the Resolutions are passed.

 

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