Orogen Plc, a cash shell, has announced the proposed buyout of Sosandar in a move that will see the women’s trend-led fashion brand and etailer admitted to AIM in a reverse transaction.
Sosandar was established just over a year ago by former Look magazine editor and publisher Ali Hall and Julie Lavington.
Under the terms of the buyout AIM-listed Orogen will acquire Sosandar parent company Thread 35 Limited for a total consideration of £6.3m and upon completion of the deal, which is subject to shareholder approval, it will trade under the name of Sosandar plc and new ticker symbol “SOS”.
Orogen has also announced that it has conditionally raised £5.3m (before expenses) through a conditional placing of 35,099,338 new Ordinary Shares at 15.1 pence per share, which will be used to finance the development of Thread and for working capital.
Orogen became an AIM Rule 15 cash shell in 7 April this year having concluded that continuing as a gold exploration company was no longer in investors’ best interests. On 26 May 2017, Orogen announced it had agreed heads of terms with Thread to acquire its entire issued share capital, subject to certain conditions and due diligence.
Sosandar has completed two seed investment rounds to fund the design of the initial Sosandar fashion range from scratch, build the ‘mobile-first’ website and develop a scalable supply chain including overseas manufacturers and UK based logistics suppliers.
Adam Reynolds, Chairman of Orogen, said: “We are delighted to announce the proposed Acquisition of the Sosandar business, a design-led online womenswear brand. Sosandar is well positioned to benefit from the rapidly expanding online women’s fashion market and we believe will deliver value for Shareholders having recognised an underserved segment of the market.
“Sosandar’s management team has extensive experience with the fashion sector, a solid understanding of their target demographic and is well connected with the fashion and media industries. Since its inception in 2016, Sosandar has quickly established itself and is already creating a stir in the fashion industry.
“Following completion of the Acquisition, I am pleased to announce that Julie Lavington and Ali Hall, the Founders of Thread, will join the Board as joint Chief Executives. Bill Murray, the current Chairman of Thread, will become Non-Executive Chairman of Orogen and I will remain on the Board as a Non-Executive Director. Nick Mustoe will also join the Board as a Non-Executive Director and Steve Metcalfe will step down from the Board. I would like to thank Steve for all his help over recent months in concluding this agreement with Thread.”