Essentially Grp PLC - Completion of BLF Acquisition and Board Changes

The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018.  Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

ESSENTIALLY GROUP PLC

("Essentially" or "the Company'')

Completion of the Acquisition of Best of Latin Foodstuff Trading LLC

Board Changes

Essentially Group PLC (AQSE:ESSN) is delighted to announce that, further to the announcement made on 8 March 2024:

1)    its wholly owned subsidiary, Essentially Holdings Limited, a company registered in Abu Dhabi Global Market with company number 000005363 has completed the acquisition of Best of Latin Foodstuff Trading LLC ("Best of Latin") for a total consideration of £1,945,000 which is to be satisfied with the issue of 3,705,000 new ordinary shares of £0.001 each in the Company at an issue price of £0.525p per share ("Consideration Shares"), as announced on 8 March 2024; and that

2)    Catalina Oñate has been appointed as Executive Director of the Company with immediate effect.

The Board of the Company also announces that Ragnar Meitern, Non-Executive Director, has informed the Board of his intention to step down as Non-Executive Director of the Company given his increased other executive commitments elsewhere. The Board would like to thank Mr Meitern for his service and the contribution he has made to Essentially during his time on the Board. The announcement of a successor will be made in due course.

Catalina Oñate

Catalina graduated from La Sabana University, Bogota - Colombia, in 2005, holding a degree in Business Management. In 2003 as part of her studies, she had an internship in a Hilton hotel located in Ras Al Khaimah, UAE, where she realised the potential of importing food products from Latin America. After years of market research, in 2011 Catalina established CI World Food Trading LLC in Dubai, UAE, the first company in the country specialising in food products from Latin America catering to the most demanding chefs of high-end hotels and restaurants.

In 2016, after a rebranding process, Best of Latin Foodstuff Trading LLC continued with the same mission of bringing the best products from Latin America to the Middle East. Catalina was also the first person to establish a first High Pressure Processing tolling facility in the UAE, pioneering a new era of awareness of food safety and clean-label products in the region.

Consideration Shares - Admission to Trading

Application will be made for the Consideration Shares, which will rank pari passu with the existing Ordinary Shares in issue, to be admitted to trading on the AQSE Growth Market ("Admission"). Dealings are expected to commence on or around 17 May 2024. The Consideration Shares will be subject to a lock-in agreement for 12 months from completion.

Following Admission, the Company's total issued and voting share capital will consist of 55,005,000 Ordinary Shares. The Company does not hold any Ordinary Shares in treasury.

The above figures may be used by shareholders as the denominator for 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 FCA's Disclosure and Transparency Rules.

Raja Abuljebain, CEO of Essentially Group PLC, commented: "We are very pleased to complete this acquisition and welcome Best of Latin and Catalina to the Essentially group. This marks a significant milestone in our growth journey, which aligns seamlessly with our commitment to developing companies which can enable consumers to live fuller, healthier lives. Work is already well under way to deliver on the opportunities and synergies which we see between our businesses - together, we will be able to take the Essentially group to new heights. I would like to thank the teams at Best of Latin and Essentially for their hard work and dedication throughout the acquisition process and to Catalina for entrusting us with our shared futures. We couldn't be more excited for the journey ahead."

Catalina Oñate, CEO of Best of Latin, commented: "I am delighted that we have completed this deal to be acquired by Essentially. Joining forces with Essentially and their team, who share our commitment to quality, authenticity and health, is a perfect fit for Best of Latin, which will allow us to expand our reach further than ever before. I want to express my gratitude to the Essentially team for their warm welcome and collaborative spirit throughout this process. Together, we can forge a path into the future and I am confident that we will achieve great success for both our customers and our teams."

Disclosures required pursuant to Rule 4.9 of the AQSE Growth Market Access Rulebook

Following completion, Catalina Oñate holds 3,705,000 Ordinary Shares in the Company.

Save as set out in this announcement, there is no further information regarding Catalina Oñate that is required to be disclosed pursuant to rule 4.9 of the AQSE Growth Market Access Rulebook.

The Directors accept responsibility for this announcement.

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About Essentially Group PLC

Essentially's mission and strategy is the acquisition, holding and development of companies active in the health food and beverages market.  Essentially's wholly owned operating subsidiary in the United Arab Emirates ("UAE"), Essentially Juices Manufacturing LLC ("EJM"), offers premium quality wellness shots, functional juices, lemonades, nut milks, single origin fruit juices and healthy protein snacks. EJM has a manufacturing facility in Dubai where the beverages are produced and is active in the UAE and Kingdom of Saudi Arabia fruit and vegetable juice market.

For more information on the Company please visit  https://essentiallyplc.com/