5 June 2023
Let's Explore Group PLC
(the "Company" or the "Group")
Result of Tender Offer and Notice of AGM
Result of Tender Offer
The Board of Directors of Let's Explore Group PLC (AIM: LETS) is pleased to announce the result of the Tender Offer, details of which were set out in the circular published by the Company on 9 May 2023 (the "Circular").
The maximum aggregate number of Ordinary Shares that could be purchased pursuant to the Tender Offer was 278,019,972 Ordinary Shares, representing 65 per cent. of the Company's issued share capital. The Tender Price was 4.75 pence per Ordinary Share.
In total, 236,873,162 Ordinary Shares were validly tendered, equal to 55.38% per cent. of the shares in issue as at 2 June 2023. The resulting post Tender Offer share capital will therefore be 190,849,873 Ordinary Shares.
Accordingly, a total of 236,873,162 Ordinary Shares will, therefore, be purchased under the Tender Offer and subsequently cancelled. The total value which will be returned to Shareholders pursuant to the Tender Offer will be approximately £11.25 million.
Payment of the consideration due to Shareholders whose tenders under the Tender Offer have been accepted is expected to be despatched (by cheque or by a CREST payment, as appropriate) along with balance certificates in respect of non-tendered shares, on or before 19 June 2023.
The Company has received requests from a small number of longstanding overseas shareholders, who were not able to participate in the Tender Offer for regulatory reasons, to be able to sell some of their shares back to the Company. The Company is currently exploring mechanisms to facilitate this using the current on-market buy back authority which will expire on 29 June 2023, to put such shareholders in the same position as the UK based shareholders who were able to participate in the Tender Offer.
The Company announces that it has been notified that the Directors and PDMRs have tendered the following amounts:
| Director/ PDMR | Number of Ordinary Shares held before Tender Offer | Ordinary Shares Tendered | Number of Ordinary Shares held post Tender Offer | Percentage of issued share capital post Tender Offer |
| Martin Higginson* | 40,157,314 | 26,102,253
| 14,055,061
| 7.36%
|
| David Marks | 20,729,960 | 13,474,473 | 7,255,487 | 3.80% |
| Daniel Wortley | 4,293,975 | 2,791,083 | 1,502,892 | 0.79% |
| Sir Robin Miller | 385,000 | 250,250 | 134,750 | 0.07% |
| Nicholas Lee | 241,743 | 157,133 | 84,610 | 0.04% |
*Includes Shares held in Martin Higginson's pension scheme
Following the implementation of the Tender Offer and the cancellation of the tendered Ordinary Shares, the Company will have 190,849,873 Ordinary Shares in issue. The figure of 190,849,873 may be used by the Company's shareholders as the denominator in the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure, Guidance and Transparency Rules.
Capitalised terms in this announcement (unless otherwise defined) have the same meanings as set out in the Circular.
Notice of AGM
The Company also announces that its Annual General Meeting ("AGM") will be held at 10 a.m. on 29 June 2023 at the offices of Cenkos Securities plc at 6-8 Tokenhouse Yard, London EC2R 7AS.
The Company's Annual Report and Accounts for the year ended 31 December 2022 and Notice of AGM will be available on the Company's website at www.letsexploregroup.com and have been mailed to its shareholders today.
Enquiries:
For further information please visit www.letsexploregroup.com/, or contact:
| Let's Explore Group plc
| Martin Higginson David Marks
| |
| Cenkos Securities plc (Nomad and Sole Broker)
| Adrian Hadden Charlie Combe
| Tel + 44 (0) 207 7397 8900 |
Cenkos, which is authorised and regulated by the Financial Conduct Authority, is acting for the Company and for no one else in connection with the Tender Offer and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Cenkos or for affording advice in relation to the Tender Offer, the contents of this announcement or any transaction, arrangement or other matter referred to in the Circular.
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 d) Sir Robin Miller e) Nicholas Lee
| ||
| 2 | Reason for the notification | |||
| a) | Position/status | a) Chief Executive b) Group Development Director c) Group Finance Director d) Non-Executive Director e) Non-Executive Director
| ||
| b) | Is this an initial notification or an amendment to a prior notification? | Initial 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 financial instrument, type of instrument
Identification code | Ordinary Shares of 0.040108663 pence
GB00BD5JRP64 | ||
| b) | Nature of the transaction | Exercise of Options | ||
| c)
| Price(s) and volume(s)
| Tender Offer Price - 4.75p
a) 26,102,253 b) 13,474,473 c) 2,791,083 d) 250,250 e) 157,133
| ||
| d)
| Aggregated information (if any)
- Aggregated volume
- Price |
See 4c) above | ||
| e) | Date of transaction | 2 June 2023 | ||
| f) | Place of the transaction | London Stock Exchange | ||
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