21 September 2022
Samarkand Group plc
("Samarkand", the "Company" or together with its subsidiaries the "Group")
Result of Open Offer
Samarkand Group plc (AQSE:SMK), the cross-border eCommerce technology, services and consumer brand group, is pleased to announce that it has raised gross proceeds of approximately £1.98 million, pursuant to the Open Offer, as set out in the shareholder circular dated 5 September 2022.
The Company has received valid acceptances from Qualifying Shareholders under their Basic Entitlements in respect of 2,152,129 New Ordinary Shares, 545,454 of which relate to acceptances made by certain Directors as described below, and applications from Qualifying Shareholders under the Excess Application Facility in respect of 1,445,487 New Ordinary Shares, totalling 3,597,616 New Ordinary Shares.
The Company has received valid acceptances from its strategic shareholder, Global Smollan Holdings, for their full Basic Entitlements in respect of 808,753 New Ordinary Shares and a further acceptance under the Excess Application Facility in respect of 1,373,065 New Ordinary Shares.
Directors’ participation in the Open Offer
The Executive Directors have participated in the Open Offer in respect of a total of 545,454 New Ordinary Shares at the Issue Price in the following proportions:
|
Director
|
Amount (£)
|
New Ordinary Shares
|
Resultant Shareholding
|
Percentage of Enlarged Share Capital
|
|
David Hampstead
|
99,999.90
|
181,818
|
8,092,769
|
17.60%
|
|
Simon Smiley
|
99,999.90
|
181,818
|
7,477,611
|
13.87%
|
|
Philip Smiley
|
99,999.90
|
181,818
|
917,395
|
1.57%
|
The Executive Directors have each entered into a loan agreement with Smollan for £99,999.90, totalling £299,999.70. Each Director has separately provided security over their loan amounting to 545,454 Ordinary Shares. The loans are payable after three years, interest is set at 0% for the first 6 months and fixed at 4.5% per annum thereafter.
Settlement and dealings
Application has been made to the Aquis Stock Exchange for the admission to trading on the Aquis Stock Exchange Growth Market (“Admission”) of the New Ordinary Shares. It is expected that Admission of the New Ordinary Shares will become effective at 8.00 a.m. on 26 September 2022.
The New Ordinary Shares will, when issued, rank pari passu in all respects with the Existing Ordinary Shares including the right to receive dividends and other distributions declared following Admission.
Following the issue of the New Ordinary Shares, the enlarged share capital of the Company will be 58,358,201 Ordinary Shares. The above figure 58,358,201 may be used by shareholders as the denominator for the calculations by which they can determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules.
Commenting on the Open Offer, David Hampstead, CEO of Samarkand, said:
“We are pleased with the strong support from shareholders in response to the open offer. The net proceeds of the Open Offer will allow us to further promote existing strategic priorities, to scale our eCommerce technology and accelerate growth in our owned brands.”
The notification below, made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail. Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
|
1.
|
Details of the person discharging managerial responsibilities/person closely associated
|
|
a)
|
Name:
|
David Hampstead
|
|
2.
|
Reason for the notification
|
|
a)
|
Position/status:
|
Chief Executive Officer / PDMR
|
|
b)
|
Initial notification/Amendment:
|
Initial notification
|
|
3.
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
|
|
a)
|
Name:
|
Samarkand Group plc
|
|
b)
|
LEI:
|
213800IYL86FVL5UJB61
|
|
4.
|
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
|
|
a)
|
Description of the financial instrument, type of instrument:
Identification code:
|
Charge over Ordinary shares of 1 pence each
ISIN Code: GB00BLH1QT30
|
|
b)
|
Nature of the transaction:
|
Charge over Shares
|
|
c)
|
Price(s) and volume(s):
|
|
Price(s)
|
Volume(s)
|
|
0 pence
|
545,454
|
|
|
d)
|
Aggregated information:
- Aggregated volume:
- · Price:
|
545,454 Ordinary Shares
N/A
|
|
e)
|
Date of the transaction:
|
20 September 2022
|
|
f)
|
Place of the transaction:
|
Off market transaction
|
|
1.
|
Details of the person discharging managerial responsibilities/person closely associated
|
|
a)
|
Name:
|
Simon Smiley
|
|
2.
|
Reason for the notification
|
|
a)
|
Position/status:
|
Chief Operating Officer / PDMR
|
|
b)
|
Initial notification/Amendment:
|
Initial notification
|
|
3.
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
|
|
a)
|
Name:
|
Samarkand Group plc
|
|
b)
|
LEI:
|
213800IYL86FVL5UJB61
|
|
4.
|
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
|
|
a)
|
Description of the financial instrument, type of instrument:
Identification code:
|
Charge over Ordinary shares of 1 pence each
ISIN Code: GB00BLH1QT30
|
|
b)
|
Nature of the transaction:
|
Charge over Shares
|
|
c)
|
Price(s) and volume(s):
|
|
Price(s)
|
Volume(s)
|
|
0 pence
|
545,454
|
|
|
d)
|
Aggregated information:
- Aggregated volume:
- · Price:
|
545,454 Ordinary Shares
N/A
|
|
e)
|
Date of the transaction:
|
20 September 2022
|
|
f)
|
Place of the transaction:
|
Off market transaction
|
|
1.
|
Details of the person discharging managerial responsibilities/person closely associated
|
|
a)
|
Name:
|
Philip Smiley
|
|
2.
|
Reason for the notification
|
|
a)
|
Position/status:
|
Executive Director / PDMR
|
|
b)
|
Initial notification/Amendment:
|
Initial notification
|
|
3.
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
|
|
a)
|
Name:
|
Samarkand Group plc
|
|
b)
|
LEI:
|
213800IYL86FVL5UJB61
|
|
4.
|
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
|
|
a)
|
Description of the financial instrument, type of instrument:
Identification code:
|
Charge over Ordinary shares of 1 pence each
ISIN Code: GB00BLH1QT30
|
|
b)
|
Nature of the transaction:
|
Charge over Shares
|
|
c)
|
Price(s) and volume(s):
|
|
Price(s)
|
Volume(s)
|
|
0 pence
|
545,454
|
|
|
d)
|
Aggregated information:
- Aggregated volume:
- · Price:
|
545,454 Ordinary Shares
N/A
|
|
e)
|
Date of the transaction:
|
20 September 2022
|
|
f)
|
Place of the transaction:
|
Off market transaction
|
For more information, please contact:
|
Samarkand Group plc
|
Via Alma PR
|
|
David Hampstead, Chief Executive Officer
Eva Hang, Chief Financial Officer
|
http://samarkand.global/
|
|
|
|
|
VSA Capital – AQSE Corporate Adviser and Broker
|
+44(0)20 3005 5000
|
|
Andrew Raca (Corporate Finance)
Andrew Monk, David Scriven (Corporate Broking)
|
IPO@vsacapital.com
|
|
|
|
|
Alma PR
|
+44(0)20 3405 0213
|
|
Josh Royston
Lily Soares Smith
Joe Pederzolli
|
samarkand@almapr.co.uk
|
Notes to Editors
Samarkand is a cross-border eCommerce technology and retail group focusing on connecting International Brands with China, the world's largest eCommerce market. The Group has developed a proprietary software platform, the Nomad platform, which is integrated across all necessary touchpoints required for eCommerce in China including eCommerce platforms, payments, logistics, social media and customs. The Nomad platform is the foundation on which the Group's Nomad technology and service solutions are built. The core products include Nomad Checkout, Nomad Storefront and Nomad Distribution.
Founded in 2016, Samarkand is headquartered in London, UK with offices in Shanghai and Tokyo.
For further information please visit https://www.samarkand.global/
