TIDMSOS
RNS Number : 3028P
Sosandar PLC
08 February 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, OR INTO OR WITHIN THE UNITED
STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, THE
REPUBLIC OF IRELAND, SINGAPORE, HONG KONG OR JAPAN OR ANY OTHER
JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT
CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR
REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS
ANNOUNCEMENT.
THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS
OR MATERIALS RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION
IS ONLY BEING MADE TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS
IN THE UNITED KINGDOM FALLING WITHIN ARTICLE 43 OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (WHICH INCLUDES AN EXISTING MEMBER OF SOSANDAR PLC). ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN
ONLY WITH SUCH PERSONS.
8 February 2023
Sosandar plc
Retail Offer
Sosandar plc ("Sosandar" or the "Company") is pleased to
announce a retail offer via the BookBuild platform (the "Retail
Offer") to raise up to approximately GBP0.5 million through the
issue of new ordinary shares of 0.1 pence each in the capital of
the Company (the "Ordinary Shares"). Under the Retail Offer, up to
2,272,727 new Ordinary Shares (the "Retail Offer Shares") will be
made available at a price of 22 pence per Retail Offer Share (the
"Issue Price").
In addition to the Retail Offer, the Company also announced on 8
February 2023 a placing of new Ordinary Shares (the "Placing
Shares") through an accelerated bookbuild process (the "Placing",
together with the Retail Offer, the "Fundraise") for new Ordinary
Shares at the Issue Price. The Issue Price represents a discount of
approximately 17 per cent. to the closing mid-price of the Ordinary
Shares on 7 February 2023, being the latest practicable date prior
to announcement of the Placing. The price of the Retail Offer
Shares and Placing Shares is equal to the Issue Price.
The separate announcement regarding the Placing sets out its
terms, the reasons for the Placing and use of proceeds. The
proceeds of the Retail Offer will be utilised in the same way as
the proceeds of the Placing.
The Retail Offer is not part of the Placing and completion of
the Placing is not conditional on the completion of the Retail
Offer.
The Retail Offer is conditional on, inter alia, completion of
the Placing and the Placing Shares and the Retail Offer Shares
being admitted to trading on the AIM market of London Stock
Exchange plc. Admission of the Retail Offer Shares to be issued
under the Retail Offer is expected to take place and dealings are
expected to comment at 8.00 a.m. on or around 21 February 2023.
Expected Timetable in relation to the Retail Offer
Retail Offer opens 09 February 2023, 8:00
AM
Latest time and date for commitments 16 February 2023, 4:30
under the Retail Offer PM
-----------------------
Results of the Retail Offer announced 17 February 2023, 7:00
AM
-----------------------
Admission and dealings in Retail 21 February 2023, 8:00
Offer Shares issued pursuant to AM
the Retail Offer commence
-----------------------
Dealing Codes
Ticker SOS
ISIN for the Ordinary Shares GB00BDGS8G04
-------------
SEDOL for the Ordinary Shares BDGS8G0
-------------
Bookbuild Retail Offer
The Company values its retail shareholder base and believes that
it is appropriate to provide its existing retail shareholders in
the United Kingdom the opportunity to participate in the Retail
Offer.
The Company is therefore making the Retail Offer open to
eligible investors in the United Kingdom through certain financial
intermediaries which will be listed, subject to certain access
restrictions, on the following website:
https://www.bookbuild.live/deals/E47DXQ/authorised-intermediaries
Singer Capital Markets Securities Limited is acting as retail
offer coordinator in relation to this Retail Offer (the "Retail
Offer Coordinator").
Existing retail shareholders can contact their broker or wealth
manager ("intermediary") to participate in the Retail Offer. To be
appointed as an authorised intermediary in connection with the
Retail Offer, each intermediary must be on-boarded onto the
BookBuild platform and agree to the final terms and the retail
offer terms and conditions, which regulate, inter alia, the conduct
of the Retail Offer on market standard terms and provide for the
payment of commission to any intermediary that elects to receive a
commission and/or fee (to the extent permitted by the FCA Handbook
Rules) from the Retail Offer Coordinator (on behalf of the
Company).
Any expenses incurred by any intermediary are for its own
account. Investors should confirm separately with their
intermediary whether there are any commissions, fees or expenses
that will be applied by such intermediary in connection with any
application made through that intermediary pursuant to the Retail
Offer.
The Retail Offer will open to eligible investors in the United
Kingdom at 8.00 a.m. on 9 February 2023. The Retail Offer is
expected to close at 4.30 p.m. on 16 February 2023. Investors
should note that intermediaries may have earlier closing times. The
Retail Offer may close early if it is oversubscribed.
If any intermediary has any questions about how to participate
in the Retail Offer on behalf of existing retail shareholders,
please contact Bookbuild at support@bookbuild.live
The Retail Offer the subject of this announcement is and will,
at all times, only be made to, directed at and may only be acted
upon by those persons who are, shareholders in the Company. To be
eligible to participate in the Retail Offer, applicants must meet
the following criteria before they can submit an order for Retail
Offer Shares: (i) be a customer of one of the participating
intermediaries listed on the above website; (ii) be resident in the
United Kingdom and (iii) be a shareholder in the Company (which may
include individuals aged 18 years or over, companies and other
bodies corporate, partnerships, trusts, associations and other
unincorporated organisations and includes persons who hold their
shares in the Company directly or indirectly through a
participating intermediary). For the avoidance of doubt, persons
who only hold CFDs, spreadbets and/or similar derivative
instruments in relation to shares in the Company are not eligible
to participate in the Retail Offer.
The Company reserves the right to scale back any order under the
Retail Offer at its discretion. The Company reserves the right to
reject any application for subscription under the Retail Offer
without giving any reason for such rejection.
It is vital to note that once an application for Retail Offer
Shares has been made and accepted via an intermediary, it cannot be
withdrawn.
The Retail Offer Shares will, when issued, be credited as fully
paid and will rank pari passu in all respects with existing
Ordinary Shares including the right to receive all dividends and
other distributions declared, made or paid after their date of
issue.
It is a term of the Retail Offer that the total value of the
Retail Offer Shares available for subscription at the Issue Price
does not exceed GBP0.5 million.
The Retail Offer is offered in the United Kingdom under the
exemption from the requirement to publish a prospectus in section
86(1)(e) of FSMA. As such, there is no need for the publication of
a prospectus pursuant to the Prospectus Regulation Rules of the
Financial Conduct Authority, or for approval of the same by the
Financial Conduct Authority. The Retail Offer is not being made
into any jurisdiction other than the United Kingdom.
No offering document, prospectus or admission document has been
or will be prepared or submitted to be approved by the Financial
Conduct Authority (or any other authority) in relation to the
Retail Offer, and investors' commitments will be made solely on the
basis of the information contained in this announcement and
information that has been published by or on behalf of the Company
prior to the date of this announcement by notification to a
Regulatory Information Service in accordance with the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules and
the Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") as
it forms part of the domestic law of England and Wales by virtue of
the European Union (Withdrawal) Act 2018 (as amended).
There is a minimum subscription of GBP300 per eligible investor
under the terms of the Retail Offer. There is no maximum
application amount per investor under the terms of the Retail Offer
except that the aggregate total consideration for the Retail Offer
shall not exceed GBP0.5 million. The terms and conditions on which
investors subscribe will be provided by the relevant financial
intermediaries including relevant commission or fee charges.
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It should be noted that a subscription for Retail Offer Shares
and investment in the Company carries a number of risks. Investors
should take independent advice from a person experienced in
advising on investment in securities such as the Retail Offer
Shares if they are in any doubt.
An investment in the Company will place capital at risk. The
value of investments, and any income, can go down as well as up, so
investors could get back less than the amount invested.
Neither past performance nor any forecasts should be considered
a reliable indicator of future results.
Enquiries
Sosandar plc www.Sosandar.com
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 Sosandar@almapr.co.uk
This announcement should be read in its entirety. In particular,
the information in the "Important Notices" section of the
announcement should be read and understood.
More information on the Company can be found on its website at
www.sosandar-ir.com
Important Notices
The content of this announcement has been prepared by and is the
sole responsibility of the Company.
The Retail Offer is only open to investors in the United Kingdom
who fall within Article 43 of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (which
includes an existing member of the Company).
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
(including its territories and possessions, any state of the United
States and the District of Columbia (the "United States" or "US")),
Australia, Canada, the Republic of South Africa, the Republic of
Ireland, Singapore, Hong Kong or Japan or any other jurisdiction
where to do so might constitute a violation of the relevant laws or
regulations of such jurisdiction.
The Retail Offer Shares have not been and will not be registered
under the US Securities Act of 1933, as amended (the "US Securities
Act") or under the applicable state securities laws of the United
States and may not be offered or sold directly or indirectly in or
into the United States or to or for the account or benefit of any
US person (within the meaning of Regulation S under the US
Securities Act) (a "US Person"). No public offering of the Retail
Offer Shares is being made in the United States. The Retail Offer
Shares are being offered and sold outside the United States in
"offshore transactions", as defined in, and in compliance with,
Regulation S under the US Securities Act. In addition, the Company
has not been, and will not be, registered under the US Investment
Company Act of 1940, as amended.
This announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for Retail Offer
Shares in the United States, Australia, Canada, the Republic of
South Africa, the Republic of Ireland, Singapore, Hong Kong or
Japan or any other jurisdiction in which such offer or solicitation
is or may be unlawful. No public offer of the securities referred
to herein is being made in any such jurisdiction.
The distribution of this announcement may be restricted by law
in certain jurisdictions and persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
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.
The value of Ordinary Shares and the income from them is not
guaranteed and can fall as well as rise due to stock market
movements. When you sell your investment, you may get back less
than you originally invested. Figures refer to past performance and
past performance is not a reliable indicator of future results.
Returns may increase or decrease as a result of currency
fluctuations.
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", "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 industries in which the Company's
businesses operate 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.
These forward-looking statements speak only as at the date of
this announcement and cannot be relied upon as a guide to future
performance. The Company, Singer and SCM Advisory expressly
disclaim any obligation or undertaking to update or revise any
forward-looking statements contained herein to reflect actual
results or any change in the assumptions, conditions or
circumstances on which any such statements are based unless
required to
do so by the Financial Conduct Authority, the London Stock Exchange or applicable law.
The information in this announcement is for background purposes
only and does not purport to be full or complete. None of Singer,
SCM Advisory or any of its affiliates, accepts any responsibility
or liability whatsoever for, or makes any representation or
warranty, express or implied, as to this announcement, including
the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or
associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of the announcement or its
contents or otherwise arising in connection therewith. Singer, SCM
Advisory and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they
might otherwise be found to have in respect of this announcement or
its contents or otherwise arising in connection therewith.
This announcement does not constitute a recommendation
concerning any subscriber's investment decision with respect to the
Retail Offer. The price of shares and any income expected from them
may go down as well as up and subscribers may not get back the full
amount invested upon disposal of the shares. Any indication in this
announcement of the price at which the Ordinary Share 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 or target
dividend per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this announcement. The Retail Offer Shares to
be issued or sold pursuant to the Retail Offer will not be admitted
to trading on any stock exchange other than the AIM market of the
London Stock Exchange.
Information to Distributors
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacture"
(for the purposes of the UK MiFIR Product Governance Requirements)
may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has
determined that the Retail Offer 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 paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for
distribution through all permitted distribution channels (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Retail
Offer Shares may decline and investors could lose all or part of
their investment; the Retail Offer Shares offer no guaranteed
income and no capital protection; and an investment in the Retail
Offer Shares is compatible only with investors who do not need a
guaranteed income or capital protection, 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 any contractual, legal or regulatory selling
restrictions in relation to the Retail Offer.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A respectively of COBS; 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 Retail Offer Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the
Retail Offer Shares and determining appropriate distribution
channels.
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END
IOEFIFLAFSITIIV
(END) Dow Jones Newswires
February 08, 2023 04:16 ET (09:16 GMT)
Sosandar (LSE:SOS)
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De Dic 2024 a Ene 2025
Sosandar (LSE:SOS)
Gráfica de Acción Histórica
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