AIM Sch 1 - Orogen Plc (to be renamed Sosandar Plc) (2400T)

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: 
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   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) 
  : 
-------------------------------------------------------------- 
 
   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: 
-------------------------------------------------------------- 
 
   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: 
-------------------------------------------------------------- 
 
   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 
-------------------------------------------------------------- 
 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): 
-------------------------------------------------------------- 
 
   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 
   --------------------------  --------------  --------------- 
-------------------------------------------------------------- 
 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE 
  WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: 
-------------------------------------------------------------- 
 
   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: 
-------------------------------------------------------------- 
 
   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

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October 11, 2017 03:00 ET (07:00 GMT)