Results of Placing to raise £5 million
12 February 2020
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN OR INTO WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF SOSANDAR PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
Sosandar plc (AIM: SOS), the online women's fashion brand, is pleased to announce that, further to the announcement made earlier today regarding the proposed placing, the Company has placed 29,411,764 new ordinary shares in the capital of the Company (the "Placing Shares") at the placing price of 17 pence per Placing Share (the "Placing Price") to raise gross proceeds of £5 million (the "Placing"). The Placing is comprised of a placing of 24,428,450 Firm Placing Shares and 4,983,314 Conditional Placing Shares, which are subject to the passing of the Resolutions at the General Meeting to be held at the Company's registered office on 2 March 2020.
The Circular, containing further details of the Placing and convening the General Meeting to approve the issue and allotment of the Conditional Placing Shares is expected to be sent to Shareholders tomorrow, along with a Form of Proxy to vote at the General Meeting, and the Circular will also be available tomorrow on the Company's website at: http://www.sosandar-ir.com/.
Shore Capital is acting as Nominated Adviser, Sole Bookrunner and Sole Broker to the Company.
Ali Hall and Julie Lavington, Co-CEOs, commented:
"We are very pleased to have successfully raised £5 million through this placing, with both new and existing shareholders showing their support for the business and our growth plans.
The strong results achieved in late 2019 resulting from our increased marketing investment have continued into 2020. Coupled with impressive repeat order performance from existing customers, the Board believes the potential opportunity for Sosandar is bigger than previously thought. We are excited that the Company is now in a position to continue growing our active customer base, accelerate growth further and work towards establishing Sosandar as the leading fashion brand for our target audience and a profitable business."
Related party transactions
Funds and accounts under management by direct and indirect investment management subsidiaries of Octopus Investments (together "Octopus Investments") are participating in the Placing, having conditionally agreed to subscribe for 4,069,938 Placing Shares in aggregate across the Firm Placing and Conditional Placing. As Octopus Investments is a substantial shareholder in the Company (as defined by the AIM Rules), its participation in the Placing is a related party transaction for the purposes of the AIM Rules. Following the admission of both the Firm Placing Shares and the Conditional Placing Shares to trading on AIM, Octopus Investments is anticipated to have control over 22,226,588 Ordinary Shares in the Company. Further Adam Reynolds, a Non-Executive Director of the Company is participating in the Placing, having conditionally agreed to subscribe for 470,588 Placing Shares in aggregate across the Firm Placing and Conditional Placing. Adam Reynolds' participation in the Placing is a related party transaction for the purposes of the AIM Rules. Following the admission of both the Firm Placing Shares and the Conditional Placing Shares to trading on AIM, Adam Reynolds is anticipated to have a beneficial interest in 2,431,390 Ordinary Shares in the Company.
The independent directors (being all of the Directors other than Adam Reynolds) consider, having consulted with the Company's Nominated Adviser, Shore Capital, that the terms of these related party transactions are fair and reasonable insofar as Shareholders are concerned.
Admission and dealings
Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will become effective and dealings in the Placing Shares will commence on AIM on 4 March 2020, with admission of the Conditional Placing Shares also subject to the passing of the Resolutions at the General Meeting.
Terms used in this announcement but not otherwise defined have the meanings given to them in the Company's announcement earlier today regarding the proposed placing.
|Julie Lavington / Ali Hall, Joint CEOs||c/o Alma PR|
Heath Snyder / Fiona Conroy (Corporate Broking)
Patrick Castle / James Thomas / Michael McGloin (Corporate Advisory)
|+44 (0) 20 7408 4090|
|Alma PR Limited (Financial PR)||+44 (0) 20 3405 0205|
|Rebecca Sanders-Hewett / Susie Hudson / Sam Modlin||sosandar[email protected]|
The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.
The person responsible for arranging the release of this announcement on behalf of the Company is Julie Lavington, Joint CEO of the Company.
About Sosandar plc
Sosandar is an online womenswear brand, specifically targeted at a generation of women who have graduated from throwaway fashion and are looking for quality, affordable clothing with a premium, trend-led aesthetic. This is a section of the market that is currently being underserved.
Sosandar was launched in September 2016. The Sosandar business model is built around using trend-led, exclusive designs produced in-house and then manufactured using a variety of global suppliers. Sosandar caters for a growing market of fashion-conscious women, while utilising an outsourced logistics provider that can support its planned growth over the coming years.
Sosandar's founders are Ali Hall and Julie Lavington, who previously launched and ran high street fashion magazine Look, as editor and publishing director respectively. They have a combined experience of over 35 years in the fashion industry, including in the design, manufacture and sale of fashion ranges for some of the UK's high street retailers, including Debenhams, Office, Oasis and JD Williams.
More information is available at www.sosandar-ir.com
Set out below is an expected timetable of principal events in connection with the Placing.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
|Announcement of the Placing via RNS and publication of this document||12February|
|Latest time and date for receipt of Forms of Proxy and CREST voting instructions for the General Meeting||By 10.30a.m. on 27February|
|General Meeting||10.30 a.m. on 2March|
|Announcement of the results of the General Meeting via RNS||2 March|
|Admission and commencement of dealings in the Firm Placing Shares and Conditional Placing Shares* on AIM||4 March|
|CREST accounts credited in respect of the Firm Placing Shares and, as appropriate, the Conditional Placing Shares held in Uncertificated Form||4 March|
|Despatch of definitive share certificates for the Firm Placing Shares and, as appropriate, the Conditional Placing Shares not held in Uncertificated Form||Within 10 Business Days of Admission|
* Conditional Placing Admission and commencement of dealings in the Conditional Placing Shares will only take effect, provided the Resolutions are passed at the General Meeting.
1. References to times in this document are to London time (unless otherwise stated).
2. The dates and times set out in the above timetable and in the rest of this document are indicative only and may be subject to change. If any such dates and times should change, the revised times and/or dates will be notified by the Company by announcement via RNS.
This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States, Canada, Australia, Japan, the Republic of South Africa or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction (the "Restricted Jurisdictions"). This announcement does not constitute or form part of any offer to sell, or any solicitation of an offer to buy, securities in the United States. The Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. No public offering of the Placing Shares is being made in the United States. The Placing Shares are being offered and sold outside the United States in offshore transactions, as defined in, and in compliance with, Regulation S under the Securities Act. Persons receiving this announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing. This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the Restricted Jurisdictions or any other jurisdiction in which such offer or solicitation is or may be unlawful. This announcement and the information contained in it is not for publication or distribution, directly or indirectly, to persons in a Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.
No action has been taken by the Company, Shore Capital and Corporate Limited or Shore Capital Stockbrokers Limited (together with Shore Capital and Corporate Limited, "Shore Capital") or any of their respective directors, officers, partners, agents, employees or affiliates that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this announcement are required to inform themselves about and to observe any such restrictions.
This announcement is directed at and is only being distributed to: (A) persons in member states of the European Economic Area who are "qualified investors" as defined in article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129), (B) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "FPO") or fall within the definition of "high net worth companies, unincorporated associations etc" in article 49(2)(a) to (d) of the FPO and (ii) are "qualified investors" as defined in article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129), or (C) persons to whom it may otherwise lawfully be communicated (each, a "Relevant Person"). No other person should act or rely on this announcement and persons distributing this announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this announcement, you represent and agree that you are a Relevant Person.
This announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement or the Placing relate is available only to Relevant Persons and will be engaged in only with Relevant Persons. As regards all persons other than Relevant Persons, the details of the Placing set out in this announcement are for information purposes only.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this announcement should seek appropriate advice before taking any action.
Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industry in which the Company's business operates to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the FCA, the London Stock Exchange, the AIM Rules or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Any indication in this announcement of the price at which the Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
Shore Capital, which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and for no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Shore Capital or for affording advice in relation to the Placing, or any other matters referred to in this announcement.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Shore Capital or by any of its affiliates or by any of their respective agents, directors, officers and employees as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed (including, without limitation, as to whether or not any subscriber of Placing Shares may be entitled to claim EIS and/or VCT income tax relief pursuant to EIS Legislation and VCT Legislation). Nothing in this Important Notice shall be effective to limit or exclude any liability for fraud or which, by law or regulation, cannot otherwise be so limited or excluded.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or fully predictable return profile, who are not looking for full capital protection or full repayment of the amount invested, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Shore Capital will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.