REG - Sosandar PLC - Result of Placing

SosandarAnnouncement

08/02/2023 13:45

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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 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.

 

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 £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.

Enquiries

 

 Sosandar plc                                             www.sosandar.com (http://www.sosandar.com)
 Julie Lavington / Ali Hall, Joint CEOs                   c/o Alma PR
 Steve Dilks, CFO

 Singer Capital Markets                                   +44 (0) 20 7496 3000

 Peter Steel / Alaina Wong / Alex Emslie / Tom Salvesen

 Alma PR Limited (Financial PR)                           +44 (0) 20 3405 0205
 Sam Modlin / Matthew Young                               sosandar@almapr.co.uk (mailto: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 (http://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 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.

 

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