Corporate update & suspension of trading in shares
Sorted Group Holdings Plc has requested a suspension of trading in its shares on AIM due to its status as an AIM Rule 15 cash shell and the inability to issue its audited financial results for the year ended 31 December 2025 by the 30 June 2026 deadline. The company is actively seeking a reverse takeover candidate but, in the absence of a material progression in discussions, the directors believe drawing down on the existing loan facility would be contrary to their duties, leading to potential liquidation or insolvency proceedings. Trading will remain suspended pending clarification of the company's financial position and the publication of its FY 2025 results.
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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.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.