REG - Zamaz PLC - Publication of Prospectus

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30/08/2022 13:16

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RNS Number : 6076X  Zamaz PLC  30 August 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION
WOULD BE UNLAWFUL.

This announcement is an advertisement for the purposes of the Prospectus
Regulation Rules of the Financial Conduct Authority ("FCA") and is not a
prospectus nor an offer of securities for sale in any jurisdiction, including
in or into the United States, Australia, Canada, Japan or the Republic of
South Africa.

Neither this announcement, nor anything contained herein shall form the basis
of, or be relied upon in connection with, any offer or commitment whatsoever
in any jurisdiction. Investors should not subscribe for or purchase any
securities referred to in this announcement except solely on the basis of the
information contained in the prospectus referred to in this announcement
(together with any supplementary prospectus, if relevant, the "Prospectus"),
including the risk factors set out therein, published today by Zamaz plc (the
"Company") and its subsidiaries and subsidiary undertakings from time to time
("Zamaz") in connection with the proposed admission of ordinary shares in the
capital of the Company (the "Ordinary Shares") to the standard listing segment
of the Official List of the FCA and to trading on the main market for listed
securities of London Stock Exchange plc (the "London Stock Exchange")
(together, "Admission") by way of a direct introduction ("Direct Listing").

30 August 2022

 

Zamaz

Direct Listing

Entry into Atlas Facility

Approval and Publication of Prospectus

 

Zamaz today announces that the Prospectus in respect of its Direct Listing has
been approved by the FCA and published by the Company.

A copy of the Prospectus has been submitted to the FCA's National Storage
Mechanism and will shortly be available for inspection at be available for
inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and made
available on the Company's website at https://www.zamaz.tech.

The Company has conditionally agreed to issue and Atlas Capital Markets LLC
("Atlas") has conditionally agreed to subscribe for: (i) 35,332,163 new
Ordinary Shares issued as fully paid (the "Subscription Shares") (the "Atlas
Equity Subscription") at £0.11 per share (equating to £3,692,211 at £0.1045
per share after a 5% discount from the £0.11 per share price); and (ii) up to
£15,000,000 in principal amount of convertible loan notes ("CLNs") (equating
to up to £14,550,000 in principal amount of CLNs after payment of a 3% fee
due to Atlas (the "Atlas Transaction Fee")) with up to £2,250,000 (not
subject to an Atlas Transaction Fee) of warrants attached ("Warrants"),
pursuant to a subscription agreement between the Company and Atlas, dated 26
August 2022 (the "Atlas Facility Date") (the "Atlas Facility").

During the period commencing on the Atlas Facility Date and ending at 5.00
p.m. on the third anniversary of such date (i.e., 26 August 2025), the Company
may (but shall not be obliged to) require Atlas to subscribe for CLNs, and the
Company would be required to issue CLNs to Atlas in up to five tranches of 300
CLNs at £10,000 in principal amount per CLN (each, a "Tranche"), with each
such Tranche comprising £3,000,000 (or £2,910,000 after payment of an Atlas
Transaction Fee) in principal amount of CLNs with £450,000 of Warrants
attached (being 15% of the value of CLNs in a Tranche).

The Company shall pay Atlas an Atlas Transaction Fee of £110,766 in respect
of the Subscription Shares conditional on Admission and will issue and allot
the Subscription Shares to Atlas effective on Admission.

No CLNs with Warrants attached will be in issue on Admission. No application
has been, nor will be, made for CLNs or Warrants to be admitted to listing or
trading on any stock exchange, and there has not been, nor will there be, any
public market for the CLNs or Warrants.

Applications have been made to the FCA and to the London Stock Exchange,
respectively, for Admission of 708,059,435 Ordinary Shares, comprising: (i)
672,727,272 existing Ordinary Shares; and (ii) 35,332,163 Subscription Shares.

It is expected that Admission will become effective, and that unconditional
dealings in the Ordinary Shares will commence, at 8.00 a.m. on 2 September
2022.

Chris Hill, CEO of Zamaz, said:

"I am pleased to announce our Direct Listing in London, supported by the Atlas
Equity Subscription which has provided a cornerstone investment to underpin
Zamaz's initial two-year business plan post-Admission, potentially reinforced
by the innovative private investment in public equity (or "PIPE") structure of
the Atlas Facility.

"This process will broaden the ownership of Zamaz, in support of our mission
to build a multi-national, multi-channel and multi-cultural on-line consumer
goods business orientated around ecologically produced and health supportive
brands and products, ethically sourced from all over the world."

- Ends -

Enquiries:

 Zamaz plc

 Chris Hill, CEO                  c/o Walbrook PR
 Walbrook PR Limited

 Paul Vann/Nick Rome/Joe Walker   Tel: 020 7933 8780 or 07768 807631 zamaz@walbrookpr.com

Orrick, Herrington & Sutcliffe (UK) LLP is acting as legal adviser to
Zamaz.

About Zamaz

Zamaz is a technology driven e-commerce business that originates, acquires or
licenses, operates and scales small and medium-sized brands with
category-winning products on global marketplaces. Zamaz mines and analyses
data from online retail technology platforms which provides significant
insight into consumer shopping behaviour and trends and enables the business
to deploy, market and sell an optimised portfolio of brands, products, packs
and prices aligned with active, real-time consumer needs and demands
principally on UK and EU Amazon marketplaces.

Zamaz currently undertakes the following key activities:

·    creates, acquires or licenses, operates and scales online brands;

·    promotes and trades its brands competitively through Amazon, other
global marketplaces and on owned, direct-to-consumer websites;

·    optimises product inventory forecasting and management, supply chain
logistics and digital marketing; and

·    operates market leading, cloud-based, third-party software solutions
for inventory forecasting, warehouse management, supply chain logistics and
digital marketing performance.

Important legal Information

The information contained in this announcement is for background purposes only
and does not purport to be full or complete, nor does this announcement
constitute or form part of any invitation or inducement to engage in
investment activity. No reliance may be placed by any person for any purpose
on the information contained in this announcement or its accuracy, fairness or
completeness. The contents of this announcement are not to be construed as
legal, financial or tax advice.

This announcement is not for release, publication or distribution, directly or
indirectly, in or into the United States (including its territories and
possessions, any State of the United States and the District of Columbia),
Australia, Canada, Japan or the Republic of South Africa or in any other
jurisdiction where, or to any person to whom, to do so would constitute a
violation of applicable law or regulation. The securities mentioned herein
have not been, and will not be, registered under the United States Securities
Act of 1933 (the "Securities Act").

The securities referred to in this announcement may not be offered or sold in
the United States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act. There
will be no public offer of securities in the United States or in any other
jurisdiction.

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, any Ordinary Shares, CLNs, Warrants or any other securities, nor shall it
(or any part of it), or the fact of its distribution, form the basis of, or be
relied on in connection with, any contract therefor.

This announcement may include forward-looking statements, which are based on
current expectations and projections about future events. These statements may
include, without limitation, any statements preceded by, followed by or
including words such as "target", "believe", "expect", "aim", "intend", "may",
"anticipate", "estimate", "plan", "project", "will", "can have", "likely",
"should", "would", "could" and any other words and terms of similar meaning or
the negative thereof. These forward-looking statements are subject to risks,
uncertainties and assumptions about Zamaz. In light of these risks,
uncertainties and assumptions, the events in the forward-looking statements
may not occur. Past performance cannot be relied upon as a guide to future
performance and should not be taken as a representation that trends or
activities underlying past performance will continue in the future. No
representation or warranty is made or will be made that any forward-looking
statement will come to pass. The forward-looking statements in this
announcement speak only as at the date of this announcement.

The information in this announcement is subject to change. Persons viewing
this announcement should ensure that they fully understand and accept the
risks which will be set out in the Prospectus.

Persons considering making investments should consult an authorised person
specialising in advising on such investments.

Each of Zamaz and its respective affiliates as defined under Rule 501(b) of
Regulation D of the Securities Act, expressly disclaims any obligation or
undertaking to update, review or revise any forward-looking statements
contained in this announcement and disclaims any obligation to update its view
of any risks or uncertainties described in this announcement or to publicly
announce the results of any revisions to the forward-looking statements made
in this announcement, whether as a result of new information, future
developments or otherwise, except as required by law.

Neither the contents of Zamaz's websites nor or any websites accessible by
hyperlinks on Zamaz's websites are incorporated by reference into, and do not
form part of, this announcement.

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