REG - Sorted Group Hldgs. - Proposed disposal & notice of General Meeting

Sorted groupAnnouncement

02/04/2026 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260402:nRSB1493Za&default-theme=true

RNS Number : 1493Z  Sorted Group Holdings PLC  02 April 2026

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.

 

2 April 2026

 

Sorted Group Holdings Plc

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

 

Proposed disposal of Sorted Group Limited

Proposed change of name and TIDM

and

Notice of General Meeting

 

Sorted Group Holdings Plc (AIM: SORT), announces that a circular containing a
notice convening a general meeting of the Company will be posted to
shareholders today. The General Meeting will be held at the offices of Allenby
Capital Limited ("Allenby Capital"), fifth floor, 5 St. Helen's Place, London,
England, EC3A 6AB on Monday 20 April 2026 at 9:00 a.m.

 

1.         Introduction

 

This announcement and the Circular sets out proposals for: (i) the sale of
Sorted Group Limited for a nominal cash consideration of £1.00; and (ii) the
proposed change of the name of the Company to SGH plc. Subject to the passing
of Resolution 1 at the General Meeting being convened for 20 April, 2026 and
on completion of the Disposal, the Company will become an AIM Rule 15 Cash
Shell.

 

The purpose of this announcement and the Circular is to set out the background
and reasons for the Proposals, explain why the Directors believe that it is in
the best interests of the Company and Shareholders as a whole and why the
Directors recommend that Shareholders should vote in favour of the Resolutions
to be put to Shareholders at the General Meeting.

 

A notice convening a General Meeting of Sorted Group Holdings plc to be held
at the offices of Allenby Capital Limited, fifth floor, 5 St. Helen's Place,
London, England, EC3A 6AB on 20 April 2026 at 9.00 a.m. to consider the
Resolutions, is set out at the end of the Circular.

 

2.         Background to the Disposal

 

On 30 January 2024 the Company announced and published an AIM admission
document which detailed, inter alia, the proposed acquisition of Sorted
Holdings Limited and its subsidiary undertakings, Sorted Group Limited and
Clicksit App Limited. Terms were agreed for the acquisition of the entire
issued and to be issued share capital of Sorted Holdings Limited.

 

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.

 

While it was acknowledged by the Board that the acquisition of Sorted Holdings
Limited provided the Company with a valuable platform for potential growth
opportunities, the Board recognised at the time that Sorted Holdings Limited
was still in a growth-phase and required further ongoing transformative work
in order to reach profitability in the medium term.

 

Since the completion of the acquisition of Sorted Holdings Limited, the Board
has undertaken 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 90
to 37, eliminating an expensive corporate layer that is no longer required for
the business.

 

·      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.

 

·      Property Costs: We have reorganised our offices, closing the
London office and resizing the Manchester office to be more fit for purpose.

 

·      Operational Efficiencies: We introduced efficiencies to run the
Sorted platform more cost-effectively. At the time it was reported that the
second largest cost, outside of personnel, is the businesses' IT
infrastructure.

 

·      Disposal of Returns business: We disposed the business and
intellectual property (including the software, systems and content assets)
used to operate and deliver the Group's "Returns" business used by small to
medium fashion apparel retailers, charities and educational institutions for a
cash consideration of £775,000. This was used to settle certain of the
Group's liabilities in part.

 

Notwithstanding the above progress, as a Software as a Service business that
remains in its growth phase of development, it remains apparent to the Board
that the business continues to require significant cash consumption in order
to, inter alia, scale and reach profitability in the medium term.

 

As outlined in the Company's AIM admission document, Sorted Holdings Limited
has benefited from approximately £71.07 million in equity investment and
approximately £4.36 million (excluding accrued interest) in debt financing.
While more recently the business has benefited from a £2.0 million equity
raise and the ongoing loan facility agreement with Bidco 3 Limited, the Board
believes that committing further significant investment towards enhancing
elements of the business is not in the best interests of shareholders.

 

3.         Terms of the Disposal

The Disposal will take place in the form of the sale by SHL to the Buyer of
the entire issued share capital of SGL for a nominal cash consideration of
£1.00. In addition, as part of the Disposal, Shard and Shard Credit Holdings
Limited have entered into a deed with each of  SGL, SHL and Clicksit App
Limited (the "Obligors") under which Shard releases the Obligors from all
obligations and security granted to Shard, including the funding facility
under which SGL currently owes £3.52 million to Shard, conditional on, and
taking effect on the day following, Completion (the "Debt Restructuring"). In
addition, as at 1 April 2026, the other members of the Group have agreed to
release SGL from all obligations, including indebtedness, owed to them and
security granted to them outstanding at that date.

 

Some basic warranties of a type normally given as regards to SHL's title to
the share capital of SGL and SGL's business and SHL's ability to enter into
the Disposal have been given by SHL under the SPA. Under the terms of the SPA,
certain restrictive covenants and various undertakings have been given on
behalf of the Group in respect of SGL and its business after Completion.

 

Completion is subject to the satisfaction or waiver by the Buyer of the
Conditions Precedent. While the timing of the satisfaction of the Conditions
Precedent remains to be confirmed, a further announcement will be made by the
Company once such timings are known. Notwithstanding this, Completion is
expected to take place by no later than 30 June 2026.

 

The board of directors of SHL, with the support of the board of directors of
the Company, consider that the Disposal will benefit SHL and that the
consideration of £1 being paid for the entire issued share capital of SGL
represents the fair market value of SGL, because SHL and other members of the
Group are being required to provide financial support to SGL as it is loss
making, and both boards consider that the outcome for the employees of SGL
will be better under the stewardship of the Buyer.

 

4.         AIM Rule 15

 

In accordance with AIM Rule 15, the Disposal constitutes a fundamental change
of business of the Company. On Completion, the Company will cease to own,
control or conduct all or substantially all, of its existing trading business,
activities or assets.

 

Therefore, following completion of the Disposal, the Company will become an
AIM Rule 15 Cash Shell and, as such, will be required to make an acquisition
or acquisitions which constitutes a reverse takeover under AIM Rule 14 and
publish an admission document on or before the date falling six months from
completion of the Disposal. For the purposes of Rule 15, becoming an investing
company pursuant to Rule 8 of the AIM Rules (which requires the raising of at
least £6m) will be treated as a reverse takeover and accordingly require the
publication of an admission document. Failing that the Company's Ordinary
Shares would then be suspended from trading on AIM pursuant to AIM Rule 40.
Admission to trading on AIM would be cancelled six months from the date of
suspension, should the reason for the suspension not have been rectified.

 

Accordingly, should the Disposal complete, the Company will become an AIM Rule
15 Cash Shell and will continue to evaluate appropriate opportunities in the
sectors the Board considers appropriate seeking to identify one or more
projects or assets which the Company can acquire, which would constitute a
reverse takeover under AIM Rule 14.

 

Any reverse takeover transaction will require the publication of an AIM Rules
compliant admission document and will be subject to Shareholder approval at a
further general meeting of the Company to be convened at the appropriate time.

 

As an AIM Rule 15 Cash Shell, the Company will have no operating cash flows.

 

5.         Related party transaction

The Debt Restructuring is deemed to be a related party transaction pursuant to
rule 13 of the AIM Rules, as an associate of Shard, Shard Credit Partners
Venture Debt Fund I LP holds 36.02% of the issued share capital of the Company
and accordingly is a substantial shareholder and related party under the AIM
Rules (the "Transaction"). Accordingly, Simon Wilkinson, Petar Cvetkovic and
Dr. Nigel Burton (being the directors of the Company, and who are not taking
part in the Transaction) consider, having consulted with the Company's
nominated adviser, Allenby Capital, that the terms of the Transaction are fair
and reasonable insofar as the Company's shareholders are concerned.

 

6.         Strategy following the Disposal

Following the Disposal, the Directors intends to place SHL into liquidation.
It is anticipated that the Company will have monthly operating costs of
approximately £18k. The Company will continue to have access to its existing
loan facility agreement with Bidco 3 Limited, and is in discussions with other
parties about funding the ongoing costs of the Company.

 

The Company's proposed strategy, following completion of the Disposal, will be
to acquire one or more companies and/or projects which are either cash flow
generative or show significant potential for growth and a profitable exit.

 

Leveraging their knowledge and contacts, the Directors will seek to identify
suitable investment and/or acquisition opportunities. At this stage, the
Directors would not seek to exclude any particular sector or jurisdiction.

 

In selecting suitable investment and/or acquisition opportunities, the
Directors will consider various factors relevant to an opportunity, including
the:

 

·      ease with which capital can be raised to meet the working capital
requirements both initially and in the future;

·      growth potential and outlook for future cash generation;

·      likely resulting liquidity in the Company's shares following
acquisition(s);

·      short, medium and longer-term exit strategies for Shareholders;

·      possible synergies with knowledge and contacts of the Directors;
and

·      suitability for a public quotation, either on AIM or another
recognised market in the UK.

 

There can be no certainty that the Company will be able to implement a
suitable transaction which would enable the Company's shares to continue trade
on AIM within six months of Completion. The Company is expected to have
sufficient cash to fund the ongoing 'plc' costs referred to above for the
foreseeable future.

 

7.         Change of name

Subject to Shareholder approval, it is proposed that the name of the Company
be changed to "SGH plc". The TIDM will change to SGH.

8.         Risk Factors

Shareholders should carefully consider the risks set out in Part II of the
Circular relating to the Disposal, together with all other information set out
in the Circular. Should any of the risks materialise, the market price of the
Ordinary Shares may be adversely affected.

9.         General Meeting

 

The Disposal constitutes a disposal resulting in a fundamental change of
business in accordance with Rule 15 of the AIM Rules.

As a result of the treatment of the Disposal under the AIM Rules, Completion
is conditional on, inter alia, the passing of Resolution 1, which seeks
Shareholders' approval for the Disposal, and is to be proposed at the General
Meeting.

The notice convening a General Meeting, to be held at 9.00 a.m. on 20 April
2026, at the offices of Allenby Capital Limited, fifth floor, 5 St. Helen's
Place, London, England, EC3A 6AB to consider the Resolutions, is set out at
the end of the Circular. A summary of the Resolutions is set out below.

 

Resolution 1, which will be proposed as an ordinary resolution, seeks to
approve the sale of the Company's subsidiary, SGL by SHL in accordance with
the SPA.

 

Resolution 2, which will be proposed as a special resolution, seeks to approve
the change of the Company's name to "SGH plc".

 

10.        Action to be taken in respect of the General Meeting

 

Please check that you have received a Form of Proxy for use in respect of the
General Meeting.

 

Whether or not you propose to attend the General Meeting in person, you are
strongly encouraged to complete, sign and return your Form of Proxy in
accordance with the instructions set out in notes (3) to (13) of the
explanatory notes to the notice of the General Meeting on pages 17 to 20 and
in any event, by no later than 9.00 a.m. on 16 April 2026 (or, in the case of
an adjournment of the General Meeting, no later than 9.00 a.m. on the date
which is two days before the time of the adjourned meeting, excluding
non-working days).

 

Appointing a proxy in accordance with the instructions set out above will
enable your vote to be counted at the General Meeting in the event of your
absence. The completion and return of the Form of Proxy will not prevent you
from attending and voting at the General Meeting, or any adjournment thereof,
in person should you wish to do so. Your attention is drawn to the notes to
the Form of Proxy.

 

11.        Recommendation

The Directors believe the Disposal to be in the best interests of the
Shareholders as a whole.

 

The Directors intend to vote in favour of each of the Resolutions in respect
of their direct and indirect shareholdings which in aggregate amount to
473,142 Ordinary Shares representing 6.19 per cent. of the Issued Share
Capital.

 

12.        Expected timetable of principle events

 

 Publication of the Circular                             2 April 2026
 Latest time and date for receipt of proxy appointments  9.00 a.m. on 16 April 2026

 Time and date of General Meeting                        9.00 a.m. on 20 April 2026

 Expected Completion of the Disposal                     by no later than 30 June 2026

 

Notes:

(a)      Unless otherwise specified, references to time in this
announcement and the Circular are to London time.

(b)        The times and dates above are indicative only. If there are
any change, revised times and/or dates will be notified to Shareholders by
means of an announcement through a Regulatory Information Service.

 

All capitalised terms used throughout this announcement shall have the
meanings given to such terms in the Definitions section in the Appendix to
this announcement.

 

For further information please contact:

 

Sorted Group Holdings
Plc
   Tel: +44 (0)3300 555 284

Simon Wilkinson, Executive 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

Guy McDougall

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 M&S, Asda and Wincanton - to make customer purchase experiences a
differentiator.

 

www.sorted.com (http://www.sorted.com/)

@SortedOfficial (https://twitter.com/SortedOfficial)

 

Media contact - SalesandMarketing@sorted.com
(mailto:SalesandMarketing@sorted.com)

 

 

Appendix - Definitions

The following definitions apply throughout this announcement unless the
context requires otherwise:

 

 "AIM"                             the market of that name operated by the London Stock Exchange;
 "AIM Rules"                       the AIM Rules for Companies published by the London Stock Exchange from time
                                   to time;
 "Board" or "Directors"            the directors of the Company whose names are set out on page 4 of the
                                   Circular;
 "Buyer"                           Brislington Holdco Limited, a company incorporated and registered in England
                                   and Wales under number 16143374, whose registered office is at More Plus 3
                                   Central Park, Hudson Avenue, Severn Beach, Bristol, United Kingdom, BS35 4EL;
 "CA 2006"                         the Companies Act 2006;
 "Circular"                        the circular with details of the Proposals including the Notice to be sent to
                                   Shareholders on 2 April 2026;
 "Company" or "Sorted"             Sorted Group Holdings plc, a company incorporated and registered in England
                                   and Wales under number 06458458, whose registered office is at 5th Floor Room
                                   502d, Chancery Place, 50 Brown Street, Manchester, England, M2 2JG;
 "Completion"                      completion of the Disposal, expected to occur following the satisfaction of
                                   the Conditions Precedent and by no later than 30 June 2026;
 "Conditions Precedent"            the conditions to completion of the SPA, including the passing of Resolution 1
                                   and the completion of the audit of SGL's report and accounts for the financial
                                   year ended 31 December 2025;
 "CREST"                           the computerised settlement system (as defined in the CREST Regulations)
                                   operated by Euroclear which facilitates the transfer of title to shares in
                                   uncertificated form;
 "CREST Regulations"               the Uncertificated Securities Regulations 2001 (SI 2001/3755) including any
                                   enactment or subordinate legislation which amends or supersedes those
                                   regulations and any applicable rules made under those regulations or any such
                                   enactment or subordinate legislation for the time being in force;
 "Disposal"                        the proposed sale by SHL of the entire issued share capital of Sorted Group
                                   Limited to the Buyer in accordance with the terms of the SPA;
 "Euroclear"                       Euroclear UK & International Limited which operates CREST;
 "FCA"                             the UK Financial Conduct Authority;
 "Form of Proxy"                   the form of proxy accompanying the Circular for the use of Shareholders in
                                   connection with the General Meeting;
 "FSMA"                            the Financial Services and Markets Act 2000 (as amended);
 "General Meeting"                 the general meeting of the Company to be held at the offices of Allenby
                                   Capital Limited, fifth floor, 5 St. Helen's Place, London, England, EC3A 6AB
                                   on 20 April 2026 at 9.00 a.m., notice of which is set out at the end of the
                                   Circular;
 "Group"                           the Company and its subsidiary undertakings as applicable at the relevant
                                   time;
 "Issued Share Capital"            the total number of Ordinary Shares of the Company in issue, being 7,639,705
                                   Ordinary Shares as at the date of the Circular;
 "London Stock Exchange"           London Stock Exchange PLC;
 "Nominated Adviser"               Allenby Capital Limited, the Company's nominated adviser in accordance with
                                   the AIM Rules;
 "Notice"                          the notice convening the General Meeting set out at the end of the Circular;
 "Ordinary Shares"                 the ordinary shares of 0.01 pence each in the share capital of the Company;
 "Proposals"                       the proposals set out in the Circular, whereby Shareholders are being asked to
                                   consider, and if thought fit, approve: (i) the Disposal; and (ii) the change
                                   of the name of the Company;
 "Registrars"                      the Company's registrar, Computershare Investor Services PLC, details of which
                                   are on page 4;
 "Regulatory Information Service"  any information service authorised from time to time by the FCA for the
                                   purpose of disseminating regulatory announcements;
 "Resolution 1"                    the resolution to be proposed at the General Meeting as resolution 1, to
                                   approve the Disposal as set out in the Notice;
 "Resolution 2"                    the resolution to be proposed at the General Meeting as Resolution 2, to
                                   approve the change of the name of the Company as set out in the Notice;
 "Resolutions"                     Resolution 1 and Resolution 2;
 "Rule 15 Cash Shell"              has the meaning set out in the AIM Rules;
 "Shard"                           Shard Credit Partners Venture Debt I S.à r.l, a société à responsabilité
                                   limitée incorporated in Luxembourg with Registre de commerce et des
                                   sociétés number B257037 and having its office at 36-38, Grand-Rue L-1660,
                                   Grand Duchy of Luxembourg;
 "Shareholders"                    registered holders of Ordinary Shares;
 "SGL"                             Sorted Group Limited, a company incorporated and registered in England and
                                   Wales under number 09060564, whose registered office is at 5th Floor Room
                                   502d, Chancery Place, 50 Brown Street, Manchester, England, M2 2JG and a
                                   wholly owned subsidiary of SHL;
 "SHL"                             Sorted Holdings Limited, a company incorporated and registered in England and
                                   Wales under number 08609014, whose registered office is at 5th Floor Room
                                   502d, Chancery Place, 50 Brown Street, Manchester, England, M2 2JG and a
                                   wholly owned subsidiary of the Company;
 "SPA"                             the share purchase agreement dated 1 April 2026 between (1) the Company and
                                   (2) the Buyer in respect of the Disposal; and
 "TIDM"                            a tradeable instrument display mnemonic for the purpose of identifying UK
                                   listed securities.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  NOGFLFLDSSILIIR



            Copyright 2019 Regulatory News Service, all rights reserved