Sorted Group proposes to dispose of its main trading subsidiary

(Sharecast News) - Sorted Group announced a proposal to dispose of its main trading subsidiary Sorted Group Limited on Thursday, for a nominal £1, in a move that would see the company become an AIM cash shell and pursue a new acquisition-led strategy. The group said it would seek shareholder approval at a general meeting on 20 April for the disposal, alongside a proposed name change to SGH plc.

Completion of the transaction, expected by no later than 30 June, would constitute a fundamental change of business under AIM rule 15, leaving the company without any operating activities.

The disposal would involve the sale of the entire issued share capital of Sorted Group Limited, with associated debt restructuring arrangements that will see approximately £3.52m owed to Shard released, alongside the waiver of other intra-group liabilities.

The board said the £1 consideration represented fair market value given the subsidiary's loss-making position and ongoing funding requirements.

Sorted said that despite restructuring efforts following its acquisition of Sorted Holdings in February 2024, including reducing headcount from 90 to 37, cutting back-office costs and disposing of its returns business for £775,000, the software-as-a-service platform continued to require significant cash investment to scale and reach profitability.

The business previously received around £71.07m in equity funding and £4.36m in debt financing, in addition to a more recent £2.0m equity raise.

Following completion, the company intended to place Sorted Holdings into liquidation and operate as a cash shell with monthly costs of around £18,000.

It said it would retain access to an existing loan facility and was in discussions regarding further funding to support ongoing costs.

As an AIM Rule 15 cash shell, the company would be required to complete a reverse takeover within six months or risk suspension and eventual cancellation of its shares from trading.

The board said it would seek acquisition opportunities across sectors and geographies, focusing on assets with strong growth potential or cash generation, with the aim of delivering shareholder value through a future exit.

The proposed disposal also constituted a related-party transaction under AIM rules due to the involvement of Shard Credit Partners Venture Debt Fund I LP, which holds 36.02% of the company.

Independent directors, having consulted with the company's nominated adviser Allenby Capital, said the terms were fair and reasonable.

The directors said they believed the disposal would be in the best interests of shareholders, and said they intended to vote in favour of the resolutions at the upcoming general meeting.

At 0859 BST, shares in Sorted Group Holdings were down 2.5% at 19.5p.

Reporting by Josh White for Sharecast.com.

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