AIM Sch 1 - Orogen Plc (to be renamed Sosandar Plc) (2400T)
October 11 2017 - 3:00AM
UK Regulatory
TIDMORE
RNS Number : 2400T
AIM
11 October 2017
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT
PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2
OF THE AIM RULES FOR COMPANIES ("AIM RULES")
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COMPANY NAME:
--------------------------------------------------------------
Orogen plc (to be renamed Sosandar plc on Admission)
(the "Company" or "Orogen")
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COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT,
COMPANY TRADING ADDRESS (INCLUDING POSTCODES)
:
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Registered Office
Finsgate, 5-7 Cranwood Street, London, EC1V
9EE (to change to 40 Water Lane, Wilmslow, Cheshire.
SK9 5AP on Admission).
Trading Address:
40 Water Lane, Wilmslow, Cheshire, SK9 5AP.
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COUNTRY OF INCORPORATION:
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Incorporated in England and Wales with registered
number 05379931.
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COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION
REQUIRED BY AIM RULE 26:
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Currently: www.orogen.co.uk.
From Admission: www.sosandar.com
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COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF
OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY,
DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION
IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER
UNDER RULE 14, THIS SHOULD BE STATED:
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On 21 March 2017, Orogen announced that it intended
to dispose of its mineral exploration interests
and to change its business strategy. The decision
to cease the Company's mineral exploration activities
represented a fundamental change of business
under Rule 15 of the AIM Rules for Companies
and, following a general meeting of Shareholders
on 7 April 2017, Orogen became an AIM Rule 15
cash shell.
On 26 May 2017, Orogen announced that it had
signed heads of terms with Thread 35 Limited
("Thread") to acquire Thread's entire issued
share capital, which comprises the A Shares
and the B Shares in Thread, subject to certain
conditions and due diligence. The Company has
now agreed to acquire the A Shares and has made
an offer to acquire the B Shares in Thread (the
"Offer"). The acquisition of Thread by Orogen
is a reverse takeover under AIM Rule 14, and
therefore subject to approval by Orogen Shareholders
at a general meeting, and is conditional, inter
alia, on the receipt of acceptances of the Offer
in respect of at least 90% of the B Shares in
Thread.
Thread, trading under the name "Sosandar", was
incorporated and registered in England and Wales
on 16 March 2015 with registered number 09491272.
Sosandar is an online womenswear brand specifically
targeted at a generation of women who have graduated
from younger online and high street brands,
and are looking for affordable clothing with
a premium, trend-led aesthetic.
Sosandar was launched on 19 September 2016 following
ten months of preparation that included building
the management team, designing the initial Sosandar
range, sourcing suitable suppliers, appointing
a logistics provider and building the website.
The Sosandar business model is built around
using trend-led, in house designs that are sourced
from a variety of specialist global suppliers
to cater for a growing market of fashion conscious
women, while utilising an outsourced logistics
provider that can support its planned growth.
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DETAILS OF SECURITIES TO BE ADMITTED INCLUDING
ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES
(i.e. where known, number and type of shares,
nominal value and issue price to which it seeks
admission and the number and type to be held
as treasury shares):
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The Company intends to seek shareholder approval
to perform a share consolidation of every ten
existing ordinary shares of 0.01 pence each
into one new ordinary share of 0.1 pence each
("Ordinary Shares").
The number of Ordinary Shares to be admitted
to trading: 106,814,654.
There are no restrictions as to the transferability
of the Ordinary Shares.
No Ordinary Shares will be held in treasury
on Admission.
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CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE)
AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
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Capital to be raised on admission: GBP5.3m
Anticipated market capitalisation on Admission:
GBP16.1m
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PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS
AT ADMISSION:
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19.3%
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DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM
TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED
TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS
AIM SECURITIES) ADMITTED OR TRADED:
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None
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FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED
DIRECTORS (underlining the first name by which
each is known or including any other name by
which each is known):
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Existing Directors:
Adam Reynolds - Non-Executive Chairman
Mark Kingsley Collingbourne - Non-Executive
Director
Steven Metcalfe - Non-Executive Director
Proposed Directors:
William (Bill) John Howard Murray- Non-Executive
Chairman
Mark Kingsley Collingbourne - Finance Director
Alison (Ali) Sarah Hall - Joint Chief Executive
Officer
Julie Christina Lavington - Joint Chief Executive
Officer
Adam Reynolds - Non-Executive Director
Nicholas (Nick) Mustoe - Non-Executive Director
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FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS
EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE
CAPITAL, BEFORE AND AFTER ADMISSION (underlining
the first name by which each is known or including
any other name by which each is known):
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Shareholder % Holding pre % Holding post
Admission Admission
-------------------------- -------------- ---------------
Spreadex Ltd 10.8
-------------------------- -------------- ---------------
Christopher (Chris)
Potts 5.0
-------------------------- -------------- ---------------
Axiom Wealth Managerment
Ltd 4.7
-------------------------- -------------- ---------------
Epsilon Investments
pte Ltd 3.8
-------------------------- -------------- ---------------
Nicholas (Nick)
Mustoe - 4.6
-------------------------- -------------- ---------------
Alison (Ali) Hall - 5.0
-------------------------- -------------- ---------------
Julie Lavington - 5.0
-------------------------- -------------- ---------------
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NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE
WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:
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None
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(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION
IN THE ADMISSION DOCUMENT HAS BEEN PREPARED
(this may be represented by unaudited interim
financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST
THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:
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(i) 31 December
(ii) 30 June 2017 (Orogen - interim results
for 6 month period)
31 March 2017 (Thread - audited results for
17 month period)
(iv) 30 June 2018 - audited annual results to
31 December 2017
30 September 2018 - interim results to 30 June
2018
30 June 2019 - audited annual results to 31
December 2018
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EXPECTED ADMISSION DATE:
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2 November 2017
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NAME AND ADDRESS OF NOMINATED ADVISER:
--------------------------------------------------------------
Cairn Financial Advisers LLP
Cheyne House
Crown Court
62-63 Cheapside
EC2V 6AX
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NAME AND ADDRESS OF BROKER:
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Turner Pope Investments (TPI) Ltd
6th Floor, Becket House,
36 Old Jewry, London,
EC2R 8DD
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OTHER THAN IN THE CASE OF A QUOTED APPLICANT,
DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS)
THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM,
WITH A STATEMENT THAT THIS WILL CONTAIN FULL
DETAILS ABOUT THE APPLICANT AND THE ADMISSION
OF ITS SECURITIES:
--------------------------------------------------------------
Cairn Financial Advisers LLP
Cheyne House
Crown Court
62-63 Cheapside
EC2V 6AX
--------------------------------------------------------------
DATE OF NOTIFICATION:
--------------------------------------------------------------
11 October 2017
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NEW/ UPDATE:
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New
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This information is provided by RNS
The company news service from the London Stock Exchange
END
PAAMMBATMBABBFR
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October 11, 2017 03:00 ET (07:00 GMT)
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