ANNOUNCEMENT OF APPLICATION FOR ADMISSION TO THE AQSE GROWTH MARKET

APPLICANT NAME:

Essentially Group PLC

APPLICANT REGISTERED OFFICE, PRINCIPAL PLACE OF BUSINESS (IF DIFFERENT) AND TELEPHONE NUMBER:

Registered Office and Principal Place of Business

Finsgate, 5-7 Cranwood Street, London EC1V 9EE 

DIRECTORS AND PROPOSED DIRECTORS (IF APPLICABLE):

Raja Wail Khaireddin Abuljebain (CEO) 

Stuart Anthony Lever (Chairman and Executive Chairman) 

Mohammed Raouf (Executive Director -CFO) 

Ajay Kumar Rajpal (Non- Executive Director)  

APPLICANT SECTOR:

Consumer Discretionary

DESCRIPTION OF THE APPLICANT AND ITS ACTIVITIES:

Essentially Group PLC’s (“Essentially Group UK”) mission and strategy is the acquisition, holding and development of companies active in the health food and beverages market.  On 1 September 2022, Essentially Group UK acquired Essentially Holdings Ltd (“Essentially Holdings UAE”) (and its wholly owned subsidiary, Essentially Juices Manufacturing LLC (“EJM”)) by means of a share for share exchange.

EJM operates in the health food industry and more specifically in the juice market, offering premium quality wellness shots, functional juices, lemonades, nut milks, single origin fruit juices and healthy protein snacks within the UAE and regional markets. EJM has a manufacturing facility in Dubai where the beverages are produced.

EJM does not thermally pasteurise its beverages but instead uses a process known as high pressure processing (“HPP”) i.e., a non-thermal ‘pasteurisation’. The HPP process “deactivates” unwanted microorganisms in the juices and consequently extends shelf life by up to 28 days. By using pressure instead of heat, the final product also remains unaltered from an organoleptic perspective and is nutrient-dense.

All of EJM’s bottles are 100% recyclable. EJM is committed to protect the planet and is assessing the viability of recycled polyethylene terephthalate (‘rPET’) and/or biodegradable and compostable polylactic acid (‘PLA’) plastic bottles for its beverages.

EJM is active in the UAE and Kingdom of Saudi Arabia fruit and vegetable juice market. The GCC fruit and vegetable juice market size reached US$ 3.1 billion in 2021 and is projected to reach US$ 4.3 billion by 2027, exhibiting a growth rate (CAGR) of 5.8% over the period 2022-2027.

NAME OF AQSE CORPORATE ADVISER:

Alfred Henry Corporate Finance Limited

Monday Studios

Regis Road

London NW5 3EW

NUMBER, CLASS AND PAR VALUE OF SECURITIES TO BE ADMITTED:

50,300,000 Ordinary Shares; par value £0.001

SECURITIES IN PUBLIC HANDS AS A PERCENTAGE OF THE TOTAL NUMBER OF SECURITIES IN ISSUE (excluding securities held in treasury):

The directors expect that upon admission more than 30% of Essentially Group PLC’s share capital in issue will be held in public hands.

SHAREHOLDERS HOLDING MORE THAN THREE PER CENT OF THE APPLICANT’S SHARE CAPITAL OR VOTING RIGHTS PRE- AND POST-ADMISSION:

So far as the Company is aware, the only persons who are directly or indirectly interested in 3 per cent. or more of the share capital in issue or total voting rights of the Company as at the date of this Pre-Admission Announcement, and are expected (based on the information available as at the date of this Document) immediately following Admission (as appropriate) are as follows: 

Pre-Admission

Raja Wail Khaireddin Abuljebain 44.99 % indirectly through the Afia Foundation     

Esus Ltd 17.95 %

Post-Admission

Raja Wail Khaireddin Abuljebain 43.85 % indirectly through the Afia Foundation     

Esus Ltd 17.49 %

TIMETABLE FOR ANY OFFER OF TRANSFERABLE SECURITIES TO THE PUBLIC:

N/A

THE EXPECTED ADMISSION DATE:

17 March 2023

WEBSITE ADDRESS WHERE INVESTOR INFORMATION WILL BE AVAILABLE FOR INSPECTION:

In respect of a fast-track applicant, the following information should also be included:

NAME OF MARKET ON WHICH THE APPLICANT’S SECURITIES ARE CURRENTLY TRADED:

N/A

ARRANGEMENTS FOR THE SETTLEMENT OF TRANSACTIONS IN THE APPLICANT’S SECURITIES:

N/A

DETAILS OF ANY LOCK-IN ARRANGEMENTS:

The locked-in parties include the Directors and their connected parties and some shareholders. They will be locked in for a period of 12 months from Admission (the lock- in period) and further, the Directors undertake not to dispose of their shares for a further period of 12 months after the end of the lock- in period without first consulting the Company and Alfred Henry Corporate Finance Limited.

DETAILS OF THE LEGAL OR REGULATORY REQUIREMENTS IN THE APPLICANT’S HOME COUNTRY REGARDING THE CONDUCT OF TAKEOVERS AND THE ACQUISITION OF SIGNIFICANT VOTING RIGHTS TO WHICH THE APPLICANT IS SUBJECT:

N/A

In respect of an update to a prior application announcement, the date of the original announcement should also be disclosed as follows:

UPDATE TO A PRIOR APPLICATION ANNOUNCEMENT RELEASED ON:

N/A