Samarkand Group plc (SMK)
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS INSIDE INFORMATION FOR
THE PURPOSES OF ARTICLE 7 OF REGULATION 596/2014
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS RESTRICTED AND IT
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5 September 2022
Samarkand Group plc
("Samarkand", the "Company" or together with its subsidiaries the "Group")
Proposed Open Offer of up to 5,476,058 New Ordinary Shares at
Samarkand Group plc (AQSE:SMK), the cross-border eCommerce technology, services and consumer brand group, is pleased to announce its intention to raise up to
The Company’s strategic shareholder, Global Smollan Holdings, has confirmed to the Company that it intends to take up in full its basic Open Offer Entitlement of 808,753 New Ordinary Shares at the Issue Price totalling a sum of approximately
In addition, the three Executive Directors of the Company have confirmed to the Company that they each intend to take up their respective basic entitlements up to an aggregate amount of approximately
Qualifying Shareholders subscribing for their full entitlement under the Open Offer may also request additional New Ordinary Shares through the Excess Application Facility. Any allotment of New Ordinary Shares pursuant to the Excess Application Facility will be at the sole discretion of the Board. In the event that the Open Offer is not fully subscribed, it is intended that the Board will reserve the right to request the Company’s broker, VSA Capital, to use reasonable endeavours to place the excess shares available under the Open Offer with interested parties, at not less than the Issue Price, in order to raise up to the maximum proceeds under the Open Offer.
The Open Offer Shares will represent approximately 9.1 per cent. of the Company’s issued ordinary share capital immediately following their Admission (assuming Open Offer Shares are taken-up in full or the Placing Option is taken-up in full).
The terms and conditions of the Open Offer, including the Excess Application Facility, will be set out in the circular to Shareholders. The circular to Shareholders will set out the reasons for the Open Offer and provide further information on the Open Offer. It is expected that the circular to Shareholders will be posted on or around 5 September 2022 and will also be available at this time on the Group’s website, www.samarkand.global. Terms used in this announcement have the same meanings as set out in the Open Offer circular unless otherwise defined herein.
Reasons for the Open Offer and Use of Proceeds
The Company intends to deploy funds raised in the Open Offer to promote existing strategic priorities; to scale its eCommerce technology and services and accelerate growth in our owned brands.
This announcement and other information about the Company and our recent activities, including our regulatory announcement, investor presentations and financial reports, are available at the Company’s website, www.samarkand.global.
The Open Offer provides an opportunity for all Qualifying Shareholders to participate in the fundraising by subscribing for Open Offer Shares pro rata to their current holding of Ordinary Shares.
The proceeds raised as part of the commitment by Global Smollan Holdings and the Executive Directors to apply for a total of approx.
Current Trading and Outlook
On 5 September 2022, the Group published its annual accounts which provides a snapshot of the Company’s financial position.
The current market environment is the most challenging the Group has experienced since its incorporation in 2016. The Group has had to navigate unprecedented external market forces, in particular the zero tolerance approach to COVID in mainland
Despite these disruptions, the underlying trends on which the Group was founded endure – Chinese consumers’ appetite for international brands and international merchants’ desire to make their brands available to Chinese consumers. The eCommerce sector in which the Group operates remains vibrant globally and
Last year, the Group acquired Zita West and Napiers, both of which have performed strongly since their acquisition and the Group is excited about their future potential. The Group’s portfolio of premium health and wellness brands, including Probio7, is well positioned to take advantage popular consumer trends such as digestive health, fertility and natural herbal products. Furthermore, as
The Group is fortunate to work with a range of premium, independent beauty, health and wellness brands as their
The Group’s China Checkout solution gained traction in the year in the form of partnerships with large enterprise and SME merchants and logistics providers such as FedEx and its shareholder SF Express. Enabling international merchants to make
The year ahead holds many exciting opportunities for the Group linked to the continued growth of eCommerce, the increasing importance of the direct-to-consumer business model as well as the positive trends driving the health, wellness and beauty sectors.
The past year has prepared the Group to navigate accordingly to the unexpected and the Group has demonstrated resilience, agility and flexibility in the face of a challenging environment and is well placed to continue to make progress.
Directors’ proposed participation in the Open Offer
The Executive Directors have confirmed to the Company that they intend to take up their basic Open Offer Entitlements totalling 545,454 New Ordinary Shares at the Issue Price in the following proportions:
Expected Timetable of Events
Settlement and dealings
Application will be 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 (assuming full take-up under the Open Offer), the enlarged share capital of the Company will be 60,236,643 Ordinary Shares.
David Hampstead, CEO of Samarkand, said:
“I am delighted to have our strategic partner Global Smollan Holdings and our Executive Directors commit to increase their investment in the Group. With this support we are in a strong position to continue to execute our strategic priorities and to capitalise on new opportunities that may emerge in the fast-evolving industry in which we operate.”
For more information, please contact:
Notes to Editors
Samarkand is a cross-border eCommerce technology and retail group focusing on connecting International Brands with
Founded in 2016, Samarkand is headquartered in
For further information please visit https://www.samarkand.global/
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