Samarkand Group plc : Director/PDMR Shareholding and Employee Share Options

2 November 2022

 

Samarkand Group plc

("Samarkand", the "Company" or together with its subsidiaries the "Group")

 

Director/PDMR Shareholding and Employee Share Options

 

Samarkand Group plc, the cross-border eCommerce technology solution provider, today announces the exercise of 353,200 options and the grant of 1,033,297 options, further details of which are set out below.

 

Option Exercise

 

The Company announces today that two Group employees have exercised 353,200 options in line with the Option Exchanges set out in the UK Growth Prospectus (the “Prospectus”) of the Company relating to the admission of the Company's ordinary shares to trading on the Apex segment of the Aquis Stock Exchange ("Admission") and dated 15 March 2021.

 

The options are satisfied by the transfer of 176,600 existing ordinary shares held by David Hampstead and 176,600 existing ordinary shares held by Simon Smiley, pursuant to the terms of the Hedging Agreement, further details of which are set out below. As such, this transaction does not constitute a sale of shares by David Hampstead or Simon Smiley but a transfer according to pre-arranged agreements.

 

Following the transfer of shares, David Hampstead is interested in 7,916,169 ordinary shares in the Company and Simon Smiley is interested in 7,301,011 ordinary shares in the Company.

 

Option Exchanges and Hedging Agreement

 

Pursuant to certain Option Exchanges, the Company granted options to certain Group employees to acquire a total of 992,000 ordinary shares in the Company in consideration of them surrendering options granted by Samarkand Holdings. The options are to be satisfied by the transfer of ordinary shares held by David Hampstead and Simon Smiley pursuant to the terms of a hedging agreement.

 

Samarkand Holdings, David Hampstead, Simon Smiley and the Company entered into a hedging agreement (the “Hedging Agreement”) on 16 February 2021 pursuant to which Messrs Hampstead and Smiley each agreed to transfer such number of their ordinary shares to satisfy the outstanding options granted to employees pursuant to the Option Exchanges subject to a maximum of 992,000 ordinary shares, of which it is expected Mr Hampstead will transfer 486,400 ordinary shares and Mr Smiley will transfer 505,600 ordinary shares upon the exercise of the options by employees.

 

Following the transfer of 353,200 ordinary shares, the total number of options outstanding pursuant to the Option Exchanges is 565,000, it is expected Mr Hampstead will be obliged to transfer a further 272,900 ordinary shares and Mr Smiley will be obliged to transfer a further 292,100 ordinary shares under the Hedging Agreement upon the exercise of the options by employees. Options over 73,800 ordinary shares have lapsed as a result of cessation of employment of the holders of such options.

 

As the options are being satisfied by the transfer of existing ordinary shares there is no change in the issued share capital of the Company, which remains 58,358,201 ordinary shares. The 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.

 

Grant of Options

 

The Company further announces that on the 1 November 2022, the Company granted options over a total of 1,033,297 ordinary shares of 1 pence each in the capital of the Company pursuant to the Company’s Enterprise Management Incentive option scheme (“EMI Option Scheme”), to employees of the Company. The options are exercisable at a price of 1p per share from 3 years following the date of the award until the tenth anniversary of the award.

 

Following the grant of options, the total number of options outstanding over unissued ordinary shares is 1,674,642 representing 2.87% of the Company’s Issued Share Capital.

 

The notification below, made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail.

 

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:	Transfer of Ordinary shares of 1 pence each to Group employee, to satisfy option exercise in line with hedging agreement ISIN Code: GB00BLH1QT30
b)	Nature of the transaction:	Exercise Option
c)	Price(s) and volume(s):	Price(s) Volume(s) £871 176,600
d)	Aggregated information: Aggregated volume: · Price:	N/A – Single Transaction
e)	Date of the transaction:	2 November 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:	Transfer of Ordinary shares of 1 pence each to Group employee, to satisfy option exercise in line with hedging agreement ISIN Code: GB00BLH1QT30
b)	Nature of the transaction:	Exercise Option
c)	Price(s) and volume(s):	Price(s) Volume(s) £871 176,600
d)	Aggregated information: Aggregated volume: · Price:	N/A – Single Transaction
e)	Date of the transaction:	2 November 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, Pascal Wiese (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.

 

For further information please visit https://www.samarkand.global/