TIDMLETS
RNS Number : 6977B
Let's Explore Group PLC
05 June 2023
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 GBP11.25
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/ Number of Ordinary Ordinary Shares Number of Ordinary Percentage
PDMR Shares held before Tendered Shares held of issued
Tender Offer post Tender share capital
Offer 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 Martin Higginson investors@letsexploregroup.com
plc David Marks
Cenkos Securities Adrian Hadden Tel + 44 (0) 207 7397 8900
plc Charlie Combe
(Nomad and Sole Broker)
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 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 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
See 4c) above
- Price
----------------------------- -------------------------------------------
e) Date of transaction 2 June 2023
----------------------------- -------------------------------------------
f) Place of the transaction London Stock Exchange
----------------------------- -------------------------------------------
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END
RTEFAMITMTJMBTJ
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June 05, 2023 10:36 ET (14:36 GMT)
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