Corporate update & suspension of trading in shares

Sorted Group Holdings PLC

25 June 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.

25 June 2026

Sorted Group Holdings Plc

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

Corporate update and suspension of trading in shares

Sorted Group Holdings Plc (AIM: SORT) provides the following corporate update.

Reverse takeover candidate discussions

On 20 April 2026, following the completion of the sale by Sorted Holdings Limited of the entire issued share capital of Sorted Group Limited, the Company became a cash shell pursuant to rule 15 of the AIM Rules for Companies (the "AIM Rules"). Since then, the Company has been evaluating appropriate opportunities in the sectors that the board of directors of Sorted (the "Board" or the "Directors") 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.

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 becoming an AIM Rule 15 cash shell.

Ongoing funding of the Company

As noted in the Company's announcement on 20 April 2026, as an AIM Rule 15 cash shell, the Company has no operating cash flows. While the Company is cognisant of the loan facility agreement with Bidco 3 Limited (the "Loan Facility"), in the absence of discussions materially progressing in the very near-term with a reverse takeover candidate, the Directors now believe that it would be contrary to their fiduciary duties for the Company to draw down on the Loan Facility.

In the absence of a draw down on the Loan Facility, the Directors have now concluded that the Company's financial position will be such that the Board would have to take steps to potentially place the Company into liquidation or a similar corporate insolvency process.

Consequently, concurrent with the Company's ongoing discussions to find a suitable reverse takeover candidate, the Board is now taking precautionary steps to potentially place the Company into liquidation or a similar corporate insolvency process.

In light of the uncertainty regarding the Company's financial position, the Board requested a suspension of trading in the Company's ordinary shares on AIM.

Accounts for the year ended 31 December 2025

While the preparation of the Company's audited annual report and accounts for the year ended 31 December 2025 ("FY 2025 Results") was ongoing, the Board has now concluded that it will not be possible for the FY 2025 Results to be issued by 30 June 2026, as required under the AIM Rules.

Accordingly, trading in the Company's ordinary shares on AIM will remain suspended pending clarification of the Company's financial position as well as publication of its FY 2025 Results.

The Company will release further announcements as and when appropriate.

AIM Rule 26 website update

The Company's AIM Rule 26 website disclosure is now available at https://sghplc.co.uk/aim-rule-26.html, replacing its previous website.

For further information please contact:

Sorted Group Holdings Plc                                                                          Tel: [phone]

Simon Wilkinson, Executive Chairman

Allenby Capital Limited (Nominated Adviser)                                            Tel: [phone]

David Hart

Vivek Bhardwaj

Turner Pope Investments (TPI) Ltd (Broker)                                              Tel: [phone]

Guy McDougall

Andy Thacker

 

END