Samarkand Group plc : Proposed Open Offer

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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 55 pence per share

 

 

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 £3.0 million (before expenses) pursuant to the launch of an Open Offer of New Ordinary Shares to all Qualifying Shareholders.  This will provide Qualifying Shareholders with an opportunity to subscribe for an aggregate of 5,476,058 Open Offer Shares, on the basis of 1 Open Offer Share for every 10 Existing Ordinary Shares held on 2 September 2022, the Record Date, at 55 pence per Ordinary Share (the “Issue Price”). The Issue Price of 55 pence represents a discount of 12 per cent. to the closing middle market price of 62.5 pence per Ordinary Share on 2 September 2022, the last practicable date prior to the announcement of the Open Offer.

 

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 £444,814 and apply for an additional £755,186 under the Excess Open Offer Facility.  This confirms their intention to subscribe for approximately £1.2m in New Ordinary Shares. However, no assurance can be given that any application made by Global Smollan Holdings under the Excess Open Offer Facility will be met in full or at all if other Qualifying Shareholders take-up their respective Open Offer Entitlements in full and/or make applications under the Excess Open Offer Facility.

 

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 £300,000. Further details on this are below.

 

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. £1.5m will provide the Company with funds to progress the Company’s current strategy and current working capital which will ensure greater financial flexibility.

 

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 China, which has generated a high degree of disruption in the operations across the Group.

 

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 China is the world’s largest eCommerce market, accounting for 50% of all eCommerce sales in the world and an even bigger share of the growth.[1]

 

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 UK focused brands they are less dependent on the Chinese market for future growth.

 

The Group is fortunate to work with a range of premium, independent beauty, health and wellness brands as their China partner, enabling their growth and development in the Chinese market. Strengthening the Group’s expertise in new and emerging eCommerce channels such as Douyin (TikTok in China) has given the Group the opportunity to further develop its clients’ brands in the fast-moving China eCommerce market.

 

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 China part of their DTC strategy is a significant opportunity for the Group and the Board sees strong growth potential as many brands prioritise their DTC strategies.

 

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:

 

Director	Amount (£)	Open Offer Shares
David Hampstead	99,999.90	181,818
Simon Smiley	99,999.90	181,818
Philip Smiley	99,999.90	181,818

 

 

Expected Timetable of Events

 

	2022
Record Date and time for entitlements under the Open Offer	5.00 p.m. on 2 September
Announcement of the Open Offer	5 September
Posting of this Document, and to Qualifying Non-CREST Shareholders only, the Application Form	5 September
Existing Ordinary Shares marked ‘ex’ by AQSE	8.00 a.m. on 6 September
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders	as soon as practicable on 7 September
Recommended latest time for requesting withdrawal of CREST Open Offer Entitlements from CREST	4.30 p.m. on 14 September
Recommended latest time for depositing CREST Open Offer Entitlements into CREST	3.00 p.m. on 16
Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only)	3.00 p.m. on 16 September
Latest time and date for acceptance of the Open Offer, receipt of completed Application Forms from Qualifying Shareholders and payment in full under the Open Offer or settlement of relevant CREST instruction (as appropriate)	11.00 a.m. on 19 September
Results of the Open Offer announced through an RIS	20 September
Admission and commencement of dealings in the New Ordinary Shares	26 September
New Ordinary Shares credited to CREST stock accounts	26 September
Despatch of definitive share certificates for New Ordinary Shares held in certificated form	7 October

 

 

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:

 

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/  

 

 

 

[1] https://www.insiderintelligence.com/content/global-historic-first-ecommerce-china-will-account-more-than-50-of-retail-sales