Samarkand Group Limited (SMK)
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This announcement is not a prospectus and does not constitute an offer of securities for sale in any jurisdiction, including in or into the United States, Australia, Canada, Japan or South Africa.
Neither this announcement, nor anything contained herein, shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any ordinary shares (the "Ordinary Shares") referred to in this announcement or in any final UK Growth Prospectus except solely on the basis of the information contained in any such UK Growth Prospectus including the risk factors set out therein, that may be published by Samarkand Group Limited (to be re-registered as a public limited company and renamed Samarkand Group Plc) in due course in connection with a possible placing of Ordinary Shares in the Company and the possible admission of the Company's entire issued ordinary share capital to the Aquis Stock Exchange ("AQSE") Growth Market. A copy of any UK Growth Prospectus published by the Company will, if so published, be available for inspection from the Company's registered office and on the Company's website at http://samarkand.global/ subject to certain access restrictions.
DATE: 08 February 2021
Samarkand Group Limited
("Samarkand", the "Company" or together with its subsidiaries the "Group")
Intention to Float on AQSE Growth Market
Samarkand Group Limited, the cross-border eCommerce technology and retail group opening up the world's largest market for brands and retailers, is pleased to announce its intention to apply for admission of its Ordinary Shares to trading on the Aquis Stock Exchange Growth Market ("Admission").
The Company is proposing to raise approximately £10m by way of a placing to institutional investors (the "Placing") and a subscription to qualifying investors (the "Subscription") (together the "Fundraising").
The Company will be listed on the Apex segment of the AQSE Growth Market. Admission is targeted for March 2021.
David Hampstead, Co-Founder and CEO of Samarkand said:
"The Chinese eCommerce market is larger than the next 10 markets combined and more than 50c of every dollar spent online globally happens in China, yet many Western brands have struggled to penetrate this market effectively. Since 2016, Samarkand has been helping these brands penetrate and maximise their exposure in this key territory.
"We established Samarkand to provide a more direct-to-consumer route to the world's largest eCommerce market reducing the risks, costs and barriers to entry that have discouraged Western brands from entering the Chinese market for so long.
"With the recent global events and the full impact of Brexit starting to be felt by brands and retailers it has never been more important for companies to reach new markets. In the first few months of 2020 China added 92m new eCommerce consumers, more than the entire population of Germany, bringing the number of active consumers to 715m.
"With our suite of solutions we are ideally placed to take advantage of the rapid market expansion and the macro-economic changes that are taking place. We have achieved 166% like-for-like growth in recurring revenue in the 8 months to 30 November 2020 vs the prior period and grown our list of brand partners and number of deployments of our technology.
"The listing on Aquis will enable us to access capital which can accelerate our momentum, maximise the opportunity ahead and deliver outstanding results for all stakeholders. We look forward to welcoming new investors at an extremely exciting time for the Group and to sharing a highly prosperous future."
Alasdair Haynes, founder and CEO of Aquis Exchange said:
"We are delighted about the prospect of Samarkand listing on the Apex segment of the Aquis Stock Exchange growth market. Samarkand is a compelling story, supporting retailers in expanding their online presence at a time when a strong eCommerce strategy has never been more relevant.
"We believe that this is a very exciting story which will appeal to both quality institutions and private investors alike. Aquis is proud to have made it possible for private investors to participate in the listing process.
"AQSE offers growth companies, like Samarkand, a great home to develop, underpinned by best in class trading technology, high governance standards and proportionate rules and systems. A listing on Apex is ideal for a fast growth technology business with its narrow spreads and restrictions on short selling. We look forward to seeing where Samarkand goes next on its exciting journey."
Samarkand's main technology and service solutions are:
Nomad Checkout, a Software as a Service ("SaaS") based solution that integrates with popular eCommerce software providers, such as Shopify, and enables Clients to introduce their products through their own eCommerce website to Chinese consumers, with the sale finalised on the Nomad platform in China. Nomad Checkout allows Chinese consumers to use payment methods popular in China, such as Alipay and WeChat Pay, and benefit from improved delivery methods and product authenticity. An "Enterprise" version is already in use by one of Europe's largest eCommerce companies.
Nomad Storefront supports the operation of eCommerce stores on well-known Chinese platforms (such as Tmall, Xiaohongshu, amongst others) on behalf of Clients. Delivered as a managed service from the Group's office in Shanghai, the platform provides product management, order processing, stock management and analytics across multiple eCommerce platforms giving Clients a consolidated solution to the fragmented Chinese CBEC market.
Nomad Commerce offers customisable eCommerce solutions for Clients that want to establish their own eCommerce presence in China. Integrated with the dominant payment providers such as AliPay and WeChat Pay it also supports a content management system, recommendation engine and detailed analytics and event tracking. Hosted on AliCloud infrastructure in China to provide low-latency, high speed experience for consumers not impacted by Chinese internet restrictions which often effect sites hosted outside of China.
Nomad Distribution allows Clients to access key opinion leaders ("KOLs") and celebrities to generate sales in China's fast growing social commerce space. Social commerce has emerged as a driving force of eCommerce in China in recent years and estimated at CNY 3,703 billion (£423 billion) of Gross Merchandise Value ("GMV") in 2020. As well as providing Clients access to this sector, it also enables their products to be drop-shipped through CBEC directly to consumers in China.
In 2021 the CBEC market in China is forecast to reach £138 billion, growing from £14 billion in 2014. The growth in the Chinese CBEC market has been supported by the introduction of a range of policies and infrastructure by the Chinese government to encourage the growth of the sector (including the introduction of 105 special CBEC Zones across the country and the relaxation of testing and registration requirements, such as animal testing for skincare products). China, already the world leader in eCommerce has, like the rest of the world, experienced an acceleration in online shopping habits because of the covid-19 pandemic. It is also one of the few economies still reporting growth. Samarkand has experienced a 166% growth in recurring revenue in the 8 months to 30 November 2020 during the height of the pandemic compared to the same period the year before.
Expected IPO and Fundraising highlights
Samarkand has appointed VSA Capital Limited ("VSA") as Broker in relation to the Fundraising and VSA will be appointed as AQSE Corporate Adviser to the Company from Admission.
For more information, please contact:
This announcement does not constitute, or form part of, any offer or invitation to sell, allot or issue, or any solicitation of any offer to purchase or subscribe for, any shares in the Company in any jurisdiction nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with or act as an inducement to enter into, any contract or commitment therefor.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
Recipients of this announcement who are considering subscribing for or acquiring Ordinary Shares following publication of the UK Growth Prospectus are reminded that any such acquisition or subscription must be made only on the basis of the information contained in the final UK Growth Prospectus, which may be different from the information contained in this announcement. No reliance may be placed, for any purpose whatsoever, on the information or opinions contained in this announcement or on its completeness. To the fullest extent permitted by applicable law or regulation, no undertaking, representation or warranty, express or implied, is given by or on behalf of the Company or VSA Capital, or their respective parent or subsidiary undertakings or any of their respective directors, officers, partners, employees, agents, affiliates, representatives or advisers or any other person as to the accuracy, sufficiency, completeness or fairness of the information, opinions or beliefs contained in this announcement and, save in the case of fraud, no responsibility or liability is accepted by any of them for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred, howsoever arising, from any use, as a result of the reliance on, or otherwise in connection with this announcement.
VSA Capital, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting only for the Company in connection with the proposed Fundraising and Admission and is not acting for or advising any other person, or treating any other person as their respective client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of VSA Capital, or advice to any other person in relation to the matters contained herein. Such persons should seek their own independent legal, investment and tax advice as they see fit. VSA Capital is acting only for the Company in connection with the matters described in this Announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of VSA Capital or advice to any other person in relation to the matters contained herein. VSA Capital has not authorised or approved the contents of, or any part of, this announcement and no representation or warranty, express or implied, is made by VSA Capital or its affiliates as to any of its contents.
This announcement and any offer subsequently made is, and will be only addressed to, and directed at, persons who are (a) both "qualified investors" within the meaning of the UK version of the EU Prospectus Regulation (2017/1129/ EU) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") and either (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) who are high net worth entities falling within Article 49 of the Order; or (b) other persons to whom it may otherwise lawfully be communicated (all such persons under (a) and (b) together being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates is available in the United Kingdom only to relevant persons.
It is not intended that this announcement be distributed or passed on, directly or indirectly, to any other class of person and in any event, and under no circumstances should persons of any other description rely on or act upon the contents of this announcement.
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