TIDMSOS
RNS Number : 3435P
Sosandar PLC
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 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.
8 February 2023
Sosandar plc
("Sosandar" or the "Company")
Result of Placing
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 GBP5.4 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 m ade 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.
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
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
Definitions
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.
Important Notice
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.
Forward-looking statements
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.
Further information
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 o er or invitation to sell or issue,
or any solicitation of any o er 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
o er 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 o ered 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 o er
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 o
ered 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 "GBP", "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.
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END
ROIEADAPEAPDEFA
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