Samarkand Group plc (SMK) Samarkand Group plc : Director/PDMR
Shareholding and Employee Share Options 02-Nov-2022 / 13:35 GMT/BST
Dissemination of a Regulatory Announcement, transmitted by EQS
Group. The issuer is solely responsible for the content of this
announcement.
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2 November 2022
Samarkand Group plc
("Samarkand", the "Company" or together with its subsidiaries
the "Group")
Director/PDMR Shareholding and Employee Share Options
Samarkand Group plc, the cross-border eCommerce technology
solution provider, today announces the exercise of 353,200 options
and the grant of 1,033,297 options, further details of which are
set out below.
Option Exercise
The Company announces today that two Group employees have
exercised 353,200 options in line with the Option Exchanges set out
in the UK Growth Prospectus (the "Prospectus") of the Company
relating to the admission of the Company's ordinary shares to
trading on the Apex segment of the Aquis Stock Exchange
("Admission") and dated 15 March 2021.
The options are satisfied by the transfer of 176,600 existing
ordinary shares held by David Hampstead and 176,600 existing
ordinary shares held by Simon Smiley, pursuant to the terms of the
Hedging Agreement, further details of which are set out below. As
such, this transaction does not constitute a sale of shares by
David Hampstead or Simon Smiley but a transfer according to
pre-arranged agreements.
Following the transfer of shares, David Hampstead is interested
in 7,916,169 ordinary shares in the Company and Simon Smiley is
interested in 7,301,011 ordinary shares in the Company.
Option Exchanges and Hedging Agreement
Pursuant to certain Option Exchanges, the Company granted
options to certain Group employees to acquire a total of 992,000
ordinary shares in the Company in consideration of them
surrendering options granted by Samarkand Holdings. The options are
to be satisfied by the transfer of ordinary shares held by David
Hampstead and Simon Smiley pursuant to the terms of a hedging
agreement.
Samarkand Holdings, David Hampstead, Simon Smiley and the
Company entered into a hedging agreement (the "Hedging Agreement")
on 16 February 2021 pursuant to which Messrs Hampstead and Smiley
each agreed to transfer such number of their ordinary shares to
satisfy the outstanding options granted to employees pursuant to
the Option Exchanges subject to a maximum of 992,000 ordinary
shares, of which it is expected Mr Hampstead will transfer 486,400
ordinary shares and Mr Smiley will transfer 505,600 ordinary shares
upon the exercise of the options by employees.
Following the transfer of 353,200 ordinary shares, the total
number of options outstanding pursuant to the Option Exchanges is
565,000, it is expected Mr Hampstead will be obliged to transfer a
further 272,900 ordinary shares and Mr Smiley will be obliged to
transfer a further 292,100 ordinary shares under the Hedging
Agreement upon the exercise of the options by employees. Options
over 73,800 ordinary shares have lapsed as a result of cessation of
employment of the holders of such options.
As the options are being satisfied by the transfer of existing
ordinary shares there is no change in the issued share capital of
the Company, which remains 58,358,201 ordinary shares. The 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.
Grant of Options
The Company further announces that on the 1 November 2022, the
Company granted options over a total of 1,033,297 ordinary shares
of 1 pence each in the capital of the Company pursuant to the
Company's Enterprise Management Incentive option scheme ("EMI
Option Scheme"), to employees of the Company. The options are
exercisable at a price of 1p per share from 3 years following the
date of the award until the tenth anniversary of the award.
Following the grant of options, the total number of options
outstanding over unissued ordinary shares is 1,674,642 representing
2.87% of the Company's Issued Share Capital.
The notification below, made in accordance with the requirements
of the EU Market Abuse Regulation, provides further detail.
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 Transfer of Ordinary shares of 1 pence each to Group employee, to
a) instrument, type of instrument: satisfy option exercise in line with hedging agreement
Identification code: ISIN Code: GB00BLH1QT30
b) Nature of the transaction: Exercise Option
Price(s) Volume(s)
c) Price(s) and volume(s): GBP871 176,600
Aggregated information:
d) -- Aggregated volume: N/A - Single Transaction
-- · Price:
e) Date of the transaction: 2 November 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 Transfer of Ordinary shares of 1 pence each to Group employee, to
a) instrument, type of instrument: satisfy option exercise in line with hedging agreement
Identification code: ISIN Code: GB00BLH1QT30
b) Nature of the transaction: Exercise Option
Price(s) Volume(s)
c) Price(s) and volume(s): GBP871 176,600
Aggregated information:
d) -- Aggregated volume: N/A - Single Transaction
-- · Price:
e) Date of the transaction: 2 November 2022
f) Place of the transaction: Off market transaction
For more information, please contact:
Samarkand Group plc Via Alma PR
David Hampstead, Chief Executive Officer
http://samarkand.global/
Eva Hang, Chief Financial Officer
VSA Capital - AQSE Corporate Adviser and Broker +44(0)20 3005 5000
Andrew Raca, Pascal Wiese (Corporate Finance)
IPO@vsacapital.com
Andrew Monk, David Scriven (Corporate Broking)
Alma PR +44(0)20 3405 0213
Josh Royston
Lily Soares Smith samarkand@almapr.co.uk
Joe Pederzolli
Notes to Editors
Samarkand is a cross-border eCommerce technology and retail
group focusing on connecting International Brands with China, the
world's largest eCommerce market. The Group has developed a
proprietary software platform, the Nomad platform, which is
integrated across all necessary touchpoints required for eCommerce
in China including eCommerce platforms, payments, logistics, social
media and customs. The Nomad platform is the foundation on which
the Group's Nomad technology and service solutions are built. The
core products include Nomad Checkout, Nomad Storefront and Nomad
Distribution.
Founded in 2016, Samarkand is headquartered in London, UK with
offices in Shanghai.
For further information please visit
https://www.samarkand.global/
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ISIN: GB00BLH1QT30
Category Code: MSCL
TIDM: SMK
Sequence No.: 198500
EQS News ID: 1477747
End of Announcement EQS News Service
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