Result of Placing
08 February 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, SINGAPORE, HONG KONG OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE EU REGULATION 2014/596/EU ("MAR") AND ARTICLE 7 OF MAR AS INCORPORATED INTO UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Further to the announcement earlier today, Sosandar plc (AIM: SOS), one of the fastest growing fashion brands in the UK, creating quality, trend-led products for women of all ages, is pleased to announce that, as a result of increased demand, it has conditionally raised gross proceeds of approximately £5.4 million pursuant to the Placing from existing and new investors. A total of 24,545,454 Placing Shares have been placed at 22 pence per share by Singer.
Ali Hall and Julie Lavington, Co-CEOs, commented:
"We are delighted to have successfully completed our placing, with both existing and new investors showing support for our business and future growth plans. We welcome the strength of support shown by our existing shareholders and would like to welcome new investors to the Company.
The progress and momentum that we have experienced over the last two years has been substantial. The strength of our brand and distinctive product range continues to resonate incredibly well with our large but underserved demographic and with this strong momentum, the Board believes the opportunity for Sosandar is larger than ever. This opportunity has been demonstrated by us delivering a record performance in the third quarter of FY23 with a record number of visits to Sosandar.com and a record quarter for our third party partners.
We see a number of opportunities for further growth both on our own site and through our third party partners in the coming months and beyond. Proceeds of the placing will provide the balance sheet flexibility to enable us to execute our omni-channel strategy, starting with increasing stock from Autumn Winter 2023 for the in-store launch with Sainsbury's, fast-tracking other growth initiatives and accelerating our proven customer acquisition model.
Our decision to become an omni-channel business will allow us to enhance our brand equity, accelerate market share growth both in the UK and internationally while also increasing both brand awareness and scalable growth potential.
We are as confident as ever that the winning formula of our distinctive product range and effective marketing strategy will enable us to capitalise on the sizable opportunity available and continue to move forward on our journey to becoming one of the largest womenswear brands globally."
The Placing is conditional upon, inter alia, Placing Admission becoming effective. The Placing is also conditional on the Placing Agreement not being terminated in accordance with its terms.
Singer Capital Markets Securities Limited ("Singer") is acting as agent for and on behalf of the Company in respect of the Placing. The Placing was conducted by way of an accelerated book build process.
Related Party Transaction
Further to the announcement released by the Company at 7.00 a.m. on 8 February 2023, Octopus Investments Limited has confirmed its participation in the Placing in the amount of 909,090 Ordinary Shares. As at the date of this announcement, (excluding its participation in the Placing) Octopus Investments Limited holds 27,621,693 Ordinary Shares, representing approximately 12.5 per cent. of the Company's existing issued share capital. As a Substantial Shareholder (as defined in the AIM Rules for Companies), the participation of Octopus Investments Limited 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 Investments Limited), having consulted with Singer Capital Markets Advisory LLP, the Company's nominated adviser, consider that the participation by Octopus Investments Limited in the Placing is fair and reasonable in so far as shareholders are concerned.
Admission, Settlement and Dealings
Application has been made to the London Stock Exchange for the admission of 24,545,454 Placing Shares to trading on AIM. Placing Admission is expected to take place and dealings in the Placing Shares are expected to commence at 8.00 a.m. on or around 13 February 2023.
The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.
Total Voting Rights
Following admission of the Placing Shares, the Company's issued and fully paid share capital will consist of 245,953,786 Ordinary Shares, all of which carry one voting right per share. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of ordinary shares and voting rights in the Company will be 245,953,786. This figure 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 Guidance and Transparency Rules.
A further announcement will be made in relation to total voting rights in the Company's share capital following the issue of the Retail Offer Shares.
This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.
Julie Lavington / Ali Hall, Joint CEOs
c/o Alma PR
Steve Dilks, CFO
Singer Capital Markets
Peter Steel / Alaina Wong / Alex Emslie / Tom Salvesen
+44 (0) 20 7496 3000
Alma PR Limited (Financial PR)
+44 (0) 20 3405 0205
Sam Modlin / Matthew Young
About Sosandar plc
Sosandar is one of the fastest growing women's fashion brands in the UK targeting style conscious women who have graduated from price-led alternatives. The Company offers this underserved audience fashion-forward, affordable, quality clothing to make them feel sexy, feminine, and chic. The business sells predominantly own-label exclusive product designed in-house.
Sosandar's product range is diverse, providing its customers with an array of choice for all occasions across all women's fashion categories. The company sells through Sosandar.com and has brand partnerships in place with Next, John Lewis, Marks & Spencer, The Very Group, JD Williams and J Sainsbury.
Sosandar's strategy is to continue growing brand awareness and expand its customer database, whilst also further driving its high levels of customer retention. This is achieved through its exceptional products, seamless customer experience and impactful, lifestyle marketing activities all of which is underpinned by combining innovation with data analysis.
Sosandar was founded in 2016 and listed on AIM in 2017. More information is available at www.sosandar-ir.com
Save as otherwise defined, capitalised terms used in this announcement have the meanings given to them in the announcement released by the Company at 7.00a.m.on 08 February 2023 to announce the launch of the Fundraise.
Singer Capital Markets Securities Limited ("Singer"), which is authorised and regulated in the United Kingdom by the FCA, is acting solely for the Company and no-one else in connection with the Fundraise and the transactions and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Fundraise or the transactions and arrangements described in this Announcement. Singer is not responsible to anyone other than the Company for providing the protections afforded to clients of Singer or for providing advice in connection with the contents of this Announcement, the Fundraise or the transactions and arrangements described in this Announcement.
Singer Capital Markets Advisory LLP ("SCM Advisory"), which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser to the Company for the purposes of the AIM Rules and no-one else in connection with the Fundraise and the transactions and arrangements described in this Announcement and will not be responsible to any other person (whether or not a recipient of this Announcement) as a client in relation to the Fundraise or the transactions and arrangements described in this Announcement. SCM Advisory is not responsible to anyone other than the Company for providing the protections afforded to clients of SCM Advisory or for providing advice in connection with the contents of this Announcement, the Fundraise or the transactions and arrangements described in this Announcement. SCM Advisory's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person
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 Singer, SCM Advisory 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, Singapore, Hong Kong 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, Singaporean, Hong Kong 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, Singapore, Hong Kong 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, Singapore, Hong Kong 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, Singapore, Hong Kong 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, Singapore, Hong Kong 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.