Result of Fundraise
25 May 2021
Sosandar plc (AIM: SOS) is pleased to announce that it has conditionally raised gross proceeds of approximately £5.77 million via the Placing, Subscription and PrimaryBid Offer (together the "Fundraise") from existing and new investors at the Issue Price of 20 pence per share. The Placing and the PrimaryBid Offer were both substantially oversubscribed.
A total of 26,190,210 Placing Shares have been placed by N+1 Singer, raising gross proceeds of approximately £5.24 million. In addition, Andrew Booth a Non-Executive Director of the Company, has subscribed for 150,000 Subscription Shares, raising gross proceeds of £30,000. Concurrent with the Placing, certain investors have also subscribed for 2,500,000 PrimaryBid Shares, raising gross proceeds of £0.5 million. The Placing Shares, the Subscription Shares and the PrimaryBid Shares together represent approximately 15 per cent. of the existing issued share capital of the Company.
The Placing, the Subscription and the PrimaryBid Offer are conditional upon, amongst other things, Admission becoming effective. The Placing is also conditional on the Placing Agreement not being terminated in accordance with its terms.
N+1 Singer is acting as agent for and on behalf of the Company in respect of the Placing.
Ali Hall and Julie Lavington, Co-CEOs, commented:
"We are delighted to have completed our successful fundraise, with both new and existing shareholders showing their support for the business and our growth plans. We are grateful for the strength of support shown by our existing shareholders and would like to welcome new investors to the Company.
Over the past twelve months we have demonstrated our agility by delivering increased sales, better cost efficiencies, increased engagement with customers and an expanded product range despite a very challenging and volatile market backdrop. It is clear that we have an offering that is resonating well with our customers and the desirability of our product range has been shown by being chosen to appear on the platforms of three major British retailers.
We see many opportunities for growth both on our own site and through retail partners in the coming months and beyond. The proceeds from the Placing will provide us with the balance sheet flexibility to enable us to capitalise on these opportunities.
As we look forward, we are excited and optimistic about the Group's future prospects. With improved visibility alongside the loosening of restrictions we have seen an increase in sales across all key categories, in particular colourful dresses, tops and denim as customers prepare for a busy summer. As a pureplay ecommerce business, Sosandar is also well positioned to benefit from the accelerated adoption of shopping online. The scale of our opportunity has only increased over the past 12 months, and our recent financial performance reaffirms our belief that there is significant further demand for our products within our target market."
Participation by Andrew Booth Non-Executive Director in the Subscription
The Participating Director has agreed to subscribe for Subscription Shares. The number of Subscription Shares subscribed by the Participating Director and his resulting shareholding on Admission are set out below:
Number of Subscription Shares subscribed for
Number of Ordinary Shares held
Andrew Booth's participation in the Subscription is conditional upon certain matters and events including, amongst other things, Admission becoming effective at 8.00 a.m. on 28 May 2021 (but in any event by no later than 24 June 2021).
Related Party Transaction
Further to the announcement released by the Company at 5.00 p.m. on 24 May 2021, Octopus Investments Nominees Limited ("Octopus", 4,302,797 Placing Shares) has confirmed its participation in the Placing. As at the date of this announcement, Octopus holds 23,076,693 Ordinary Shares, representing approximately 12.0 per cent. of the Company's existing issued share capital. As a Substantial Shareholder (as defined in the AIM Rules), the participation of Octopus in the Placing constitutes a related party transaction pursuant to Rule 13 of the AIM Rules.
The Directors (all of whom are regarded as being independent of Octopus), having consulted with N+1 Singer, the Company's nominated adviser, consider that the participation by Octopus in the Placing is fair and reasonable in so far as shareholders are concerned.
Admission and Dealings
Application will be made to the London Stock Exchange for the admission of 26,190,210 Placing Shares, 150,000 Subscription Shares and 2,500,000 PrimaryBid Shares to trading on AIM and dealings in the Placing Shares, the Subscription Shares and the PrimaryBid Shares are expected to commence at 8.00 a.m. on or around 28 May 2021.
Total Voting Rights
Immediately following Admission, the Company's issued share capital (as enlarged by the Fundraise) is expected to comprise 221,108,332 Ordinary Shares. Each Ordinary Share has one voting right. No Ordinary Shares are held in treasury. Accordingly, immediately following Admission, the total number of voting rights will be 221,108,332. From Admission, this figure may be used by shareholders as the denominator for the calculation 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 Guidance and Transparency Rules.
Julie Lavington / Ali Hall, Joint CEOs
c/o Alma PR
Steve Dilks, CFO
Peter Steel / Kailey Aliyar / Hannah Woodley
+44 (0) 20 7496 3000
Alma PR Limited (Financial PR)
+44 (0) 20 3405 0205
Susie Hudson / Sam Modlin / Molly Gretton
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.
More information is available at www.sosandar-ir.com
Capitalised terms used in this announcement shall, unless defined in this announcement or unless the context provides otherwise, bear the same meaning ascribed to such terms in the announcement made by the Company at 5.00 p.m. on 24 May 2021 to announce the launch of the Fundraise.
N+1 Singer is acting as agent for and on behalf of the Company in connection with the Placing and Admission. N+1 Singer is authorised and regulated by the FCA in the United Kingdom. N+1 Singer is acting exclusively for the Company and no one else in connection with the Placing and N+1 Singer will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing 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 N+1 Singer or by any of its affiliates or agents 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.
This announcement includes statements, estimates, opinions and projections with respect to anticipated future performance of the Company ("forward-looking statements") which reflect various assumptions concerning anticipated results taken from the Company's current business plan or from public sources which may or may not prove to be correct. These forward looking statements can be identified by the use of forward looking terminology, including the terms "anticipates", "target", "believes", "estimates", "expects", "intends", "may", "plans", "projects", "should" or "will", or, in each case, their negative or other variations or comparable terminology or by discussions of strategy, plans, objectives, goals, future events or intentions. Such forward-looking statements reflect current expectations based on the current business plan and various other assumptions and involve significant risks and uncertainties and should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. As a result, prospective investors should not rely on such forward-looking statements due to the inherent uncertainty therein. No representation or warranty is given as to the completeness or accuracy of the forward-looking statements contained in this announcement. Forward-looking statements speak only as of the date of such statements and, except as required by the FCA, the London Stock Exchange 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.
No statement in this announcement is intended to be a profit forecast or estimate, 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.
The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.
Neither this announcement nor any copy of it may be made or transmitted into the United States, or distributed, directly or indirectly, in the United States. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into the United States, Canada, Australia, New Zealand, the Republic of South Africa, the Republic of Ireland or Japan or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian, New Zealand, South African, Irish or Japanese securities laws or the securities laws of any other jurisdiction (other than the United Kingdom). The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe any such restrictions. This announcement does not constitute or form part of any oﬀer or invitation to sell or issue, or any solicitation of any oﬀer to purchase or subscribe for securities in the United States, Canada, Australia, New Zealand, the Republic of South Africa, the Republic of Ireland or Japan or in any jurisdiction to whom or in which such oﬀer or solicitation is unlawful.
The securities to which this announcement relates have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act") or with any regulatory authority or under any applicable securities laws of any state or other jurisdiction of the United States, and may not be oﬀered or sold within the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state laws. There will be no public oﬀer of the securities in the United States.
The securities referred to herein have not been registered under the applicable securities laws of Canada, Australia, New Zealand, The Republic of South Africa, The Republic of Ireland or Japan and, subject to certain exceptions, may not be oﬀered or sold within the United States, Canada, Australia, New Zealand, the Republic of South Africa, the Republic of Ireland or Japan or to any national, resident or citizen of the United States, Canada, Australia, New Zealand, the Republic of South Africa, the Republic of Ireland or Japan.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than on the AIM market of the London Stock Exchange.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.
Basis on which information is presented
In this document, references to "£", "pence" and "p" are to the lawful currency of the United Kingdom. All times referred to in this document are, unless otherwise stated, references to London time.