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On 16 October 2023, Let's Explore Group PLC shareholders passed all resolutions at a General Meeting, leading to the allotment of 130,681,818 new ordinary shares to the Sellers of Huddled Group Limited, with AIM admission expected around 17 October 2023. The company is processing a name change to Huddled Group PLC, expected effective around 18/19 October, and intends to purchase 3,226,548 ordinary shares from four named individuals. Additionally, Executive Directors Martin Higginson, David Marks, and Daniel Wortley acquired 8,245,400, 6,316,288, and 2,965,622 shares respectively on 16 October 2023, with the total issued share capital reaching 321,531,691 ordinary shares following admission and before the buy-back.
| Date | 16 Oct 2023 |
| Time | 15:09:24 |
| Category | AGMs and other meetings |
| ID | 2730Q |
16 October 2023
Let's Explore Group PLC
("Let's Explore" or the "Company" or the "Group")
Result of General Meeting and Admission of Shares
Further to the announcement and the circular dated 28 September 2023 ("Circular"), the Board of Directors of Let's Explore Group PLC (AIM: LETS) is pleased to announce that at the General Meeting held earlier today, all resolutions were duly passed.
The Notice of General Meeting containing the full text of the resolutions is available on the Company's website at www.LetsExploreGroup.com and the results of the proxy vote on each of the resolutions will also be made available on the Company's website shortly.
Admission of Completion Consideration Shares
As a result of today's General Meeting, the Company announces that it has allotted, conditional to admission on AIM, a total of 130,681,818 new ordinary shares of 0.040108663 pence each in the Company ("New Ordinary Shares") to be issued to the Sellers at completion of the acquisition of the entire issues share capital of Huddled Group Limited and its subsidiaries ("Huddled"). Upon admission of the New Ordinary Shares, the Company will complete the acquisition of Huddled.
Application has been made for the New Ordinary Shares to be admitted to trading on AIM ("Admission"). Admission is expected to take place on or around 17 October 2023. Upon Admission, the New Ordinary Shares will rank pari passu in all respects with the existing ordinary shares.
Directors' Dealing
Following the Admission, the Executive Directors' interest will be considered for the purposes of disclosure as follows:
|
Executive Director |
Ordinary Shares held |
Percentage of the Company's total enlarged issued share capital (%) |
|
Martin Higginson* |
39,506,901 |
12.29% |
|
David Marks* |
13,571,775 |
4.22% |
|
Daniel Wortley |
4,468,514 |
1.39% |
*Includes indirect beneficial holdings
Change of Name
Following the approval at the General Meeting to change the Company name, Let's Explore is in the process of formally registering the new Company name at Companies House to Huddled Group PLC. The change of name will take effect when the Certificate of Incorporation on Change of Name has been issued and we expect the name change to be effective on or around 18/19 October.
Off-market Buy Back
In addition, following the approval of Resolutions 1-4, the Company announces its intention to purchase 3,226,548 Ordinary Shares from Gary Martin, John Ketcham, Janice Ritchie and Griffin Stenger (the "Buy Back"). The Company will make an announcement when the Buy Back has been completed.
Total Voting Rights
Following the Admission and before the Buy Back, the Company's issued share capital will consist of 321,531,691 Ordinary Shares. This figure of 321,531,691 may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Disclosure Guidance and Transparency Rules.
Commenting, Martin Higginson, CEO of Let's Explore, said:
"We are delighted that the Shareholders have approved the acquisition of Huddled. We believe that it will be transformational for the Group and will further strengthen our e-commerce position.
"The market for discounted groceries has never been more relevant and we are now focused on driving value for Shareholders."
Enquiries:
For further information please visit www.letsexploregroup.com/, or contact:
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Let's Explore Group plc
|
Martin Higginson David Marks
|
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Cavendish Securities plc (Nomad and Sole Broker)
|
Adrian Hadden Charlie Combe
|
Tel + 44 (0) 207 7397 8900 |
|
Alma Strategic Communications (Financial PR) |
Rebecca Sanders-Hewett Sam Modlin Kieren Breheny |
Letsexplore@almastrategic.com |
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 |
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2 |
Reason for the notification |
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a) |
Position/status |
a) Chief Executive Officer b) Group Development Director c) Group Finance Director |
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b) |
Is this an initial notification or an amendment to a prior notification? |
Initial notification |
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3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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|
a) |
Name |
Let's Explore Group plc |
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b) |
LEI |
894500TW3TTWSJ7DYP93 |
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4
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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 |
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a)
|
Description of the financial instrument, type of instrument
Identification code |
Ordinary Shares of 0.040108663 pence
GB00BD5JRP64 |
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b) |
Nature of the transaction |
Issue of Equity |
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c)
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Price(s) and volume(s)
|
Price - 2.64p
a) 8,245,400 b) 6,316,288 c) 2,965,622 |
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d)
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Aggregated information (if any)
- Aggregated volume
- Price |
See 4c) above |
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e) |
Date of transaction |
16 October 2023 |
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f) |
Place of the transaction |
London Stock Exchange |
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