Samarkand Group plc (SMK) Samarkand Group plc : Result of Open
Offer 21-Sep-2022 / 07:00 GMT/BST Dissemination of a Regulatory
Announcement, transmitted by EQS Group. The issuer is solely
responsible for the content of this announcement.
-----------------------------------------------------------------------------------------------------------------------
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 GBP1.98
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 (GBP) 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 GBP99,999.90, totalling GBP299,999.70. 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
Description of the financial instrument, type of instrument: Charge over Ordinary shares of 1 pence each
a)
Identification code: ISIN Code: GB00BLH1QT30
b) Nature of the transaction: Charge over Shares
Price(s) Volume(s)
c) Price(s) and volume(s): 0 pence 545,454
Aggregated information: 545,454 Ordinary Shares
d)
-- Aggregated volume: N/A
-- · Price:
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
Description of the financial instrument, type of instrument: Charge over Ordinary shares of 1 pence each
a)
Identification code: ISIN Code: GB00BLH1QT30
b) Nature of the transaction: Charge over Shares
Price(s) Volume(s)
c) Price(s) and volume(s): 0 pence 545,454
Aggregated information: 545,454 Ordinary Shares
d)
-- Aggregated volume: N/A
-- · Price:
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
Description of the financial instrument, type of instrument: Charge over Ordinary shares of 1 pence each
a)
Identification code: ISIN Code: GB00BLH1QT30
b) Nature of the transaction: Charge over Shares
Price(s) Volume(s)
c) Price(s) and volume(s): 0 pence 545,454
Aggregated information: 545,454 Ordinary Shares
d)
-- Aggregated volume: N/A
-- · Price:
e) Date of the transaction: 20 September 2022
f) Place of the transaction: Off market transaction
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