TIDMSOS
RNS Number : 1581F
Sosandar PLC
11 July 2019
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS INSIDE
INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION
596/2014
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS
RESTRICTED AND IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR AUSTRALIA OR
ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL
Sosandar plc
Placing to raise GBP7 million
Sosandar PLC (AIM: SOS), the online women's fashion brand, is
pleased to announce that it has raised GBP7 million (before
commissions and expenses) through a conditional institutional
placing of new Ordinary Shares at a price of 15 pence per new
Ordinary Share. The Placing Price is a 3.4 per cent. premium to the
closing mid-market price per Ordinary Share on 10 July 2019, being
the last dealing day prior to the announcement of the Placing.
The Placing is comprised of a firm placing of 22,669,384 new
Ordinary Shares and a further placing of 23,997,316 new Ordinary
Shares which is conditional, inter alia, on Shareholder approval.
The Placing, which was significantly oversubscribed by new and
existing shareholders, was arranged by the Company's broker, Shore
Capital, as agent for the Company. A Circular convening the General
Meeting to approve the Conditional Placing and a Form of Proxy are
expected to be posted to Shareholders later today and are available
on the Company's website www.sosandar-ir.com.
Defined terms used in this announcement are defined and
explained at the end of this announcement in the section headed
"Definitions".
Ali Hall and Julie Lavington, Co-CEOs, commented:
"We are very pleased to have successfully raised GBP7 million
through a significantly oversubscribed placing, with both new and
existing shareholders showing their support for the business and
our growth plans.
Our strong financial performance and high level of repeat orders
demonstrates the demand for our products and loyalty of our
existing customer base. We have considerable momentum in the
business which we are excited to build on going forward. Several
opportunities are in the pipeline which will further improve the
Sosandar shopping experience and build awareness of the brand to
new customers. We look forward to updating all shareholders on our
progress in due course."
Background to and reasons for the Placing
On 3 July 2019, the Company announced its financial results for
the year ended 31 March 2019, reporting, inter alia, a 228 per
cent. increase in revenue and a 224 per cent. growth in orders.
Given the continued strong performance of the Company, the Board
believes that it is appropriate to raise additional equity to help
support and accelerate further growth.
Use of proceeds from the Placing
The net proceeds of the Placing are expected to be used as
follows:
-- to support working capital expansion in the business, including:
o enabling the Company to pursue new opportunities, e.g. the
Company is in discussions to sell on third party sites, however to
work with them the Company expects it would need to stock up on
selected lines and would only be paid in arrears;
o assisting in the expansion of new supplier relationships and
reducing the risk of having to rely on supplier credit to fund
future growth, particularly given the current supplier credit
backdrop; and
o further widening the Company's product range to better serve
its target consumers' fashion needs; and
-- further expenditure on new customer acquisition, which the
Board believes will contribute to future revenue growth given the
Company's current repeat order performance. In Q1 FY20, the
Company's repeat orders increased 122 per cent. year on year.
Current trading and prospects
The Company announced its financial results for the year ended
31 March 2019 on 3 July 2019, in which Ali Hall and Julie Lavington
made the following comments on the Company's current trading and
prospects:
"The new financial year has started strongly and in line with
our expectations with June setting a new record for the number of
units sold in a month. Repeat orders for Q1 increased 122 per cent.
year on year and Q1 has seen c.23 per cent. year on year revenue
growth. This revenue growth has been achieved through strong repeat
business with deliberately less emphasis on new customer
acquisition as external factors resulted in a tougher acquisition
environment."
"With a clear growth plan, we are confident in the outlook for
the year and very excited about Sosandar's long term
prospects."
The Company's annual report and accounts can be read in full on
its website at http://www.sosandarir.
com/archive/reports/Annual-Report-2019.pdf
EIS status
No assurance has been obtained from HMRC or any other person
that a subscription for Ordinary
Shares in the Company is a "qualifying holding" for the purpose
of investment by investors under
the EIS Legislation.
The status of the Ordinary Shares as a qualifying holding for
EIS purposes will be dependent on a number of factors, including
that the Company is a "qualifying company" and the Company carries
on a "qualifying trade" for EIS purposes.
None of the Company nor any of the Directors nor any of the
Company's officers, employees, agents or advisers gives any
warranty, representation or undertaking that any EIS investment in
the Company is a qualifying holding for the purposes of EIS (or, in
the event that it is deemed to be a qualifying holding as at
Admission, that it will remain so). The Company does not give any
guarantee, undertaking or other assurance that it conducts or will
conduct its business in a way which ensures that the Company will
meet the requirements of the EIS Legislation or that if it does it
will continue to do so. The Company has obtained no assurance from
HMRC that any EIS relief may be, is or will continue to be
available to the participants in the EIS Placing or any other
person and any and all liability in this regard is disclaimed in
respect of the Directors, the Company and its officers, employees,
agents and advisers.
Investors considering making a qualifying EIS investment are
required to seek their own professional advice in order that they
may fully understand how the EIS Legislation may apply in their
individual circumstances.
VCT status
No assurance has been obtained from HMRC or any other person
that a subscription for Ordinary
Shares in the Company is a "qualifying holding" for the purpose
of investment by VCTs.
The status of the Ordinary Shares as a qualifying holding for
VCT purposes will be dependent on a number of factors, including
that the Ordinary Shares are "eligible shares" and a "qualifying
holding" for VCT purposes.
None of the Company nor any of the Directors nor any of the
Company's officers, employees, agents or advisers gives any
warranty, representation or undertaking that any VCT investment in
the Company is a
qualifying holding (or, in the event that it is deemed to be a
qualifying holding as at Admission, that it will remain so). The
Company does not give any guarantee, undertaking or other assurance
that it conducts or will conduct its business in a way which
ensures that the Company will meet the requirements of the VCT
Legislation. The Company has obtained no assurance from HMRC or any
other person that any VCT relief may be, is or will continue to be
available to the participants in the VCT Placing or any other
person and any and all liability in this regard is disclaimed in
respect of the Directors, the Company and its officers, employees,
agents and advisers.
VCTs considering making a qualifying VCT investment are required
to seek their own professional advice in order that they may fully
understand how the relief legislation may apply in their individual
circumstances.
Details of the Placing
The Firm Placing Shares and the Conditional Placing Shares have
been placed with new and existing investors at a price of 15 pence
per Placing Share. The Placing is expected to raise, in aggregate,
GBP7 million (before commissions and expenses).
The Placing Shares, when issued, will represent approximately
28.7 per cent. of the Company's Enlarged
Share Capital immediately following Admission. Assuming that the
Resolutions are passed at the General
Meeting, it is expected that the Placing Shares will be admitted
to trading on AIM on 31 July 2019.
The Firm Placing (which is not being underwritten) is
conditional, amongst other things, upon:
a) The Placing Agreement becoming or being declared
unconditional in all respects in relation to the Firm Placing
Shares (save for Admission) and not having been terminated in
accordance with its terms in respect of Firm Placing Shares prior
to Admission; and
b) Admission of the Firm Placing Shares becoming effective on or
before 8.00 a.m. on 31 July 2019 or such later date as the Company
and Shore Capital may agree, being no later than 8.00 a.m. on 31
August 2019.
The Conditional Placing (which is not being underwritten) is
conditional, amongst other things, upon:
a) The Placing Agreement becoming or being declared
unconditional in all respects in relation to the Conditional
Placing Shares (save for Admission) and not having been terminated
in accordance with its terms in respect of Conditional Placing
Shares prior to Admission;
b) The passing of the Resolutions set out in the Notice of General Meeting; and
c) Admission of the Conditional Placing Shares becoming
effective on or before 8.00 a.m. on 31 July 2019 or such later date
as the Company and Shore Capital may agree, being no later than
8.00 a.m. on 31 August 2019.
Given the above conditions to the Placing, if the Conditional
Placing is not approved by Shareholders at the GM, then the Firm
Placing will, assuming its conditions are satisfied, complete
without the Conditional Placing.
The Placing Agreement
Pursuant to the terms of the Placing Agreement, Shore Capital
has conditionally agreed to use its reasonable endeavours, as
agents for the Company, to procure subscribers for the Placing
Shares at the Placing Price with certain institutional and other
investors.
The Placing Agreement contains customary warranties from the
Company in favour of Shore Capital in relation to, inter alia, the
accuracy of the information in this announcement and Circular and
other matters relating to the Group and its business. In addition,
the Company has agreed to indemnify Shore Capital in relation to
certain liabilities they may incur in respect of the Placing. Shore
Capital has the right to terminate the Placing Agreement in certain
circumstances prior to Admission, in particular, in the event of a
material breach of the warranties given in the Placing Agreement,
the failure of the Company to comply in any material respect with
its obligations under the Placing Agreement or the occurrence of
certain force majeure events which in Shore Capital's opinion makes
it impractical or inadvisable to continue with the Placing.
Settlement and dealings
Applications 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 31 July 2019, with admission of the
Conditional Shares also subject to the passing of the Resolutions
at the General Meeting.
General Meeting
The Directors do not currently have sufficient shareholder
authorities to allot the Conditional Placing Shares and
accordingly, the Board is seeking the approval of Shareholders to
allot the Conditional Placing Shares.
A Notice of General Meeting is expected to be sent with the
Circular to Shareholders convening the General Meeting to be held
at the Company's offices on 29 July 2019 at 11.00 a.m., at which
the Resolutions will be proposed as ordinary or special resolutions
as set out below:
1. an ordinary resolution to grant the Directors authority to
allot the Conditional Placing Shares pursuant to the Placing;
and
2. a special resolution to disapply pre-emption rights granted
under the Act in respect of the allotment of the Conditional
Placing Shares for cash pursuant to the Conditional Placing.
The Company's issued share capital following Admission
Following Admission of the Placing Shares, the Company's
enlarged issued share capital will comprise 162,856,358 Ordinary
Shares. The Company has no shares in treasury. This figure of
162,856,358 Ordinary Shares should 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 of their
interest in, the share capital of the Company under the Disclosure
Guidance and Transparency Rules of the FCA.
Expected timetable of principal events
2019
Announcement of the Placing and publication 11 July
of the Circular
Latest time and date for receipt of Forms By 11.00 a.m. on 25
of Proxy for the By 11.00 a.m. on 25 July July
General Meeting 11.00 a.m. on 29 July
Results of General Meeting announced via 29 July
RNS
Admission, completion of the Firm Placing 31 July
and Conditional Placing* 31 July and commencement
of dealings in the Firm Placing Shares and
Conditional Placing Shares* on AIM
CREST accounts credited in respect of the 31 July
Firm Placing Shares and, 31 July as appropriate,
the Conditional Placing Shares held in Uncertificated
Form
*The Conditional Placing will only complete, and Admission in
respect of the Conditional Placing Shares will only take effect,
provided the Resolutions are passed at the GM
Notes:
1. References to times in this announcement are to London time
(unless otherwise stated).
2. The dates and times set out in the above timetable and in
the rest of this announcement 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 announcement
via RNS.
Statistics relating to the Placing
Number of Existing Ordinary Shares 116,189,658
Number of Placing Shares to be issued 46,666,700
- Number of Firm Placing Shares to be issued 22,669,384
- Number of Conditional Placing Shares to be
issued 23,997,316
Enlarged Share Capital following Admission
of the Placing Shares 162,856,358
Placing Shares expressed as a percentage of 28.7 per cent.
the Enlarged Share Capital
Placing Price per Placing Share 15 pence
Gross proceeds of the Placing GBP7.0 million
ISIN GB00BDGS8G04
SEDOL BDGS8G0
LEI 2138004313MO7RXAVA37
Definitions
"2018 AGM" the annual general meeting of the Company
held on 19 September 2018;
"Act" the Companies Act 2006 (as amended from
time to time);
"Admission" admission of the Firm Placing Shares and/or
the Conditional Placing Shares to trading
on AIM becoming effective in accordance
with the AIM Rules;
"AIM" AIM, a market operated by the London Stock
Exchange;
"AIM Rules" the AIM Rules for Companies published
by the London Stock Exchange (as amended
from time to time);
"Broker" Shore Capital;
"Circular" the Shareholder circular which is expected
to be sent to Shareholders later today
in connection with the Placing and convening
the GM;
"Company" or "Sosandar" Sosandar plc, a company incorporated and
registered in England and Wales with registered
number 05379931;
"Conditional Placing" subject to receiving shareholder approval
at the GM, the placing of the Conditional
Placing Shares at the Placing Price on
behalf of the Company pursuant to the
Placing Agreement;
"Conditional Placing the 23,997,316 new Ordinary Shares to
Shares" be issued and allotted by the Company
pursuant to the Conditional Placing, of
which 105,890 new Ordinary Shares will
be EIS Placing Shares, 14,974,306 new
Ordinary Shares will be VCT Placing Shares
and 8,917,120 new Ordinary Shares will
be Non-EIS/VCT Placing Shares;
"CREST" the relevant system (as defined in the
CREST Regulations) in respect of which
Euroclear is the operator (as defined
in those regulations) which facilitates
the transfer of title to shares in Uncertificated
Form;
"CREST Regulations" the Uncertificated Securities Regulations
2001 (S.I. 2001 No. 3755) as amended from
time to time;
"Directors" or "Board" the directors of the Company or any duly
authorised committee thereof;
"EIS" Enterprise Investment Scheme under provisions
of Part 5 of the Income Tax Act 2007;
"EIS Legislation" the provisions of Part 5 of the Income
Tax Act 2007 and sections 150A to 150C
of, and Schedule 5B to, the Taxation of
Chargeable Gains Act 1992 (in each case,
as amended);
"EIS Placing" the placing of the EIS Placing Shares;
"EIS Placing Shares" the new Ordinary Shares to be issued and
allotted by the Company pursuant to the
Placing to investors seeking to benefit
from the tax advantages under the EIS
Legislation;
"Enlarged Share Capital" the sum of the Existing Ordinary Shares
and the Placing Shares;
"EU" or "Europe" the 28 member states of the European Union;
"Euroclear" Euroclear UK & Ireland Limited, the operator
of CREST;
"Existing Ordinary Shares" the 116,189,658 Ordinary Shares in issue
at the date of this announcement;
"FCA" the UK Financial Conduct Authority;
"Firm Placing" the placing of the Firm Placing Shares
at the Placing Price on behalf of the
Company pursuant to the Placing Agreement,
which is being undertaken using remaining
existing shareholder authorities obtained
at the 2018 AGM;
"Firm Placing Shares" the 22,669,384 new Ordinary Shares to
be issued and allotted by the Company
pursuant to the Firm Placing, of which
100,030 new Ordinary Shares will be EIS
Placing Shares, 14,145,684 new Ordinary
Shares will be VCT Placing Shares and
8,423,670 new Ordinary Shares will be
Non-EIS/VCT Placing Shares;
"Form of Proxy" the form of proxy accompanying the Circular
for use by Shareholders in connection
with the General Meeting;
"FSMA" the Financial Services and Markets Act
2000 (as amended from time to time);
"FY" financial year ending 31 March;
"General Meeting" or the general meeting of the Company to
"GM" be held at the Company's offices at 40
Water Lane, Wilmslow, Cheshire, SK9 5AP
at 11.00 a.m. on 29 July 2019;
"Group" the Company and its subsidiaries (as defined
in the Act) as at the date of this announcement
"HMRC" Her Majesty's Revenue & Customs;
"London Stock Exchange" London Stock Exchange plc;
"MAR" means the Market Abuse Regulation (No.
596/2014);
"Non-EIS/VCT Placing the new Ordinary Shares to be issued and
Shares" allotted by the Company pursuant to the
Placing to investors not seeking to benefit
from the tax advantages under the VCT
Legislation or EIS Legislation;
"Notice of General Meeting" the notice convening the General Meeting
which is set out at the end of the Circular;
"Official List" the official list of the FCA;
"Ordinary Shares" the ordinary shares of GBP0.001 (0.1 pence)
each in the capital of the Company;
"Placing" together the placing of the Firm Placing
and the Conditional Placing;
"Placing Agreement" the conditional agreement dated 10 July
2019 and made between (1) the Company,
(2) SCC and (3) SCS in relation to the
Placing, further details of which are
set out in the C;
"Placing Price" 15 pence per Placing Share;
"Placing Shares" the 46,667,700 new Ordinary Shares to
be issued and allotted by the Company
pursuant to the Placing, comprised of
the Conditional Placing Shares and the
Firm Placing Shares;
"Prospectus Rules" the rules made for the purposes of Part
VI of the FSMA in relation to offers of
securities to the public and admission
of securities to trading on a regulated
market;
"Regulation S" Regulation S under the Securities Act;
"Resolutions" the resolutions set out in the Notice
of General Meeting;
"Restricted Jurisdictions" the United States, Australia, Canada,
Japan, the Republic of South Africa and
any other jurisdiction where the extension
or availability of the Placing would breach
any applicable law or regulation;
"RNS" a regulatory information service operated
by the London Stock Exchange as defined
in the AIM Rules;
"SCC" Shore Capital and Corporate Limited, the
Company's nominated adviser for the purposes
of the AIM Rules;
"SCS" Shore Capital Stockbrokers Limited, the
Company's broker for the purposes of the
AIM Rules;
"Securities Act" the US Securities Act of 1933, as amended;
"Shareholders" holders of Ordinary Shares from time to
time;
"Shore Capital" SCC and/or SCS as the case may be;
"UK" the United Kingdom of Great Britain and
Northern Ireland;
"Uncertificated Form" Ordinary Shares recorded on the share
register as being held in uncertificated
form in CREST and title to which, by virtue
of the CREST Regulations, may be transferred
within the CREST settlement system;
"US" or "USA" the United States of America, each State
thereof (including the District of Columbia),
its territories, possessions and all areas
subject to its jurisdiction;
"VCT" a company which is, or is seeking to become,
approved as a venture capital trust under
Part 6 of the Income Tax Act 2007;
"VCT Legislation" the provisions of Part 6 of the Income
Tax Act 2007 and sections 151A and 151B
of the Taxation of Capital Gains Act 1992
(in each case as amended);
"VCT Placing" the placing of the VCT Placing Shares;
and
"VCT Placing Shares" the new Ordinary Shares to be issued and
allotted by the Company pursuant to the
Placing to investors seeking to benefit
from the tax advantages pursuant to the
VCT Legislation.
Enquiries
Sosandar plc www.sosandar.com
Julie Lavington / Ali Hall, Joint c/o Alma PR
CEOs
Shore Capital
Patrick Castle / Mark Percy / James
Thomas +44 (0) 20 7408 4090
Alma PR Limited (Financial PR) +44 (0) 203 405 0205
Rebecca Sanders-Hewett / Susie Hudson sosandar@almapr.co.uk
/ Sam Modlin
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
Disclaimer
Shore Capital and Corporate Limited, which is authorised and
regulated by the FCA, acts as nominated adviser to the Company for
the purposes of the AIM Rules for Companies. Shore Capital
Stockbrokers Limited is a member of the London Stock Exchange and
is authorised and regulated by the FCA. Shore Capital and Corporate
Limited and Shore Capital Stockbrokers Limited are acting
exclusively 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 providing advice in relation to the Placing, or any
other matters referred to in this Announcement.
This announcement has been issued by the Company and is the sole
responsibility of the Company. 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 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
therefore is expressly disclaimed.
References in this announcement to Shore Capital refers to Shore
Capital and Corporate Limited and/or Shore Capital Stockbrokers
Limited as the context admits.
This announcement includes or may include forward-looking
statements relating to the Company's future prospects, developments
and strategies and are based on the current expectations,
projections and assumptions of the directors of the Company
("Directors") and involve known and unknown risks and uncertainties
that could cause actual results, performance or events to differ
materially from those expressed or implied in such statements.
Forward-looking statements are sometimes identified by the use of
terms and phrases such as "believe", "expects", "envisage", "may",
"will", "could", "should", "shall", "risk", "intends", "estimates",
"aims", "plans", "predicts", "continues", "assumes", "positioned",
"targets" or "anticipates" or the negative thereof, variations or
comparable expressions, including reference to assumptions. These
forward-looking statements include all matters that are not
historical facts. They appear in a number of places throughout this
announcement and include statements regarding the intentions,
beliefs or current expectations of the Directors or the Company
relating to the Company's future prospects, developments and
strategies and are based on assumptions and estimates and involve
risks, uncertainties and other factors that may cause the actual
results, financial condition, performance or achievements of the
Company or industry results to be materially different from any
future results, performance or achievement expressed or implied by
such forward looking statements. No assurance can be given that
such future results will be achieved. New factors may emerge from
time to time that could cause the Company's business not to develop
as it expects and it is not possible for the Company to predict all
such factors. Each forward-looking statement contained in this
announcement speaks only as of the date of the particular
statement. The Company, the Directors, Shore Capital and Corporate
Limited and Shore Capital Stockbrokers Limited each expressly
disclaim any obligation to update these forward-looking statements
contained in this announcement to reflect any change in their
expectations or any change in future events or developments on
which such statements are based unless required to do so by
applicable law or regulation, the AIM Rules for Companies or the
AIM Rules for Nominated Advisers.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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