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

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

@SortedOfficial

Media contact - SalesandMarketing@sorted.com

Appendix - Definitions

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