Let's Explore Group PLC Result of General Meeting and Admission of Shares (2730Q)
October 16 2023 - 10:09AM
UK Regulatory
TIDMLETS
RNS Number : 2730Q
Let's Explore Group PLC
16 October 2023
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:
Let's Explore Group Martin Higginson investors@letsexploregroup.com
plc David Marks
Cavendish Securities Adrian Hadden Tel + 44 (0) 207 7397 8900
plc Charlie Combe
(Nomad and Sole Broker)
Alma Strategic Communications Rebecca Sanders-Hewett Letsexplore@almastrategic.com
(Financial PR) Sam Modlin
Kieren Breheny
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
2 Reason for the notification
--------------------------------------------------------------------------
a) Position/status a) Chief Executive Officer
b) Group Development Director
c) Group Finance Director
------------------------------ ------------------------------------------
b) Is this an initial Initial notification
notification or an
amendment to a prior
notification?
------------------------------ ------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
--------------------------------------------------------------------------
a) Name Let's Explore Group plc
------------------------------ ------------------------------------------
b) LEI 894500TW3TTWSJ7DYP93
------------------------------ ------------------------------------------
4 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
--------------------------------------------------------------------------
a) Description of the Ordinary Shares of 0.040108663 pence
financial instrument,
type of instrument
GB00BD5JRP64
Identification code
------------------------------ ------------------------------------------
b) Nature of the transaction Issue of Equity
------------------------------ ------------------------------------------
c) Price(s) and volume(s) Price - 2.64p
a) 8,245,400
b) 6,316,288
c) 2,965,622
------------------------------ ------------------------------------------
d) Aggregated information
(if any)
- Aggregated volume
See 4c) above
- Price
------------------------------ ------------------------------------------
e) Date of transaction 16 October 2023
------------------------------ ------------------------------------------
f) Place of the transaction London Stock Exchange
------------------------------ ------------------------------------------
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END
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