Final Results

RNS Number : 2333U

Sosandar PLC

11 July 2018

 

Date:	11 July 2018
On behalf of:	Sosandar plc ('Sosandar' or 'the Company')
Embargoed until:	0700hrs

Sosandar plc

Full Year Results

Record revenues and growth across KPIs

Sosandar PLC (AIM: SOS), the online women's fashion brand, is pleased to announce its results for the year ended 31 March 2018.

Financial Highlights

·      Revenue increased 387% to £1.35m (2017: £0.28m)

o  Like-for-like sales for the six months to March 2018 up 268% against the prior year

·      Gross profit increased 532% to £0.66m (2017: £0.10m)

·      Gross margin improved 11.6 percentage points to 49.4% (2017: 37.8%)

·      Underlying EBITDA loss of £3.1m, reflecting the increased investment in customer acquisition, product imagery and people to deliver growth.

·      Year-end cash balance of £4.6m

Operational highlights

·      Reverse takeover of Orogen plc in November 2017, start of trading on AIM and fundraise of £5.3m

·      Increased product range by over 7x

·      Order growth of 353% to 31,732 orders

·      Customer database grew 695% to 54,196

·      Grew Facebook and Instagram followings over 2.5x and 9x respectively

·      Conversion rate increased by 87bps to 2.16%

·      Bolstered the Board with the appointment of Adam Reynolds as a Non-Executive Director and Mark Collingbourne as Executive Finance Director

Post-period

·      Appointed Andrew Booth as Non-executive director

Performance against KPIs

	Year ended 31 March 2018		Period ended 31 March 2017*		Change
Sessions	1,467,952		543,340		+170%
Conversion rate	2.16%		1.29%		+87bps
Number of orders	31,732		7,003		+353%
AOV	£94.18		£87.22		+8%
New customers	20,325		5,257		+287%
Repeat customers	11,407		1,746		+553%
	As at 31 March 2018		As at 31 March 2017		Change
Customer database	54,196		6,821		+695%

* Representing 7 months of trading from Sosandar's launch in September 2016.

Ali Hall and Julie Lavington, Co-CEOs, commented:

"We are very pleased to be reporting on a year of very strong financial and operational progress. Our increased scale, partially facilitated by our listing on AIM in November 2017, has supported us in making a greater variety of products, more frequently, and in buying significantly higher levels of stock.

A key focus for the team has been building awareness of the brand and customer acquisition, and we are proud to report that through implementing a strategic campaign across a multitude of channels we have been able to substantially grow our customer database. Our products are what makes Sosandar unique, and our 'test and repeat' model has delivered well. We've also seen a growing conversion rate and average order value.

The momentum reported in March has continued into the new financial year surpassing March performance, with business continuing to progressively increase revenues with quarter to June 18 revenue up 73% vs quarter to March 18. This has been achieved whilst also driving cost efficiencies, especially with respect to acquiring new customers which is down 14% in the same period, whilst the number of new customers acquired has increased by 97%.

Our strategy is to continue to broaden the product range to give more choice to our customers, buy deeper and engage in a more diversified marketing strategy. We remain focused on data-driven efficiencies and digital investment to improve our customers' journeys. We believe that the results to date demonstrate the considerable potential and opportunity in this underserved market and are testament to the brand's growing momentum. Sosandar's unique offering and market positioning puts us in a strong position to achieve another year of strong growth in 2018/19."

Enquiries

Sosandar plc	www.sosandar.com
Julie Lavington / Ali Hall, Joint CEOs	c/o Alma PR
Cairn Financial Advisers LLP (Nominated Adviser)	[phone]
Sandy Jamieson/Liam Murray / Richard Nash
Alma PR Limited (Financial PR)	[phone]
Rebecca Sanders-Hewett / Josh Royston / Susie Hudson / Sam Modlin	[e-mail]

About Sosandar PLC

Sosandar is an online womenswear brand, specifically targeted at a generation of women who have graduated from throwaway fashion and are looking for quality, affordable clothing with a premium, trend-led aesthetic. This is a section of the market that is currently being underserved.

Sosandar was launched in September 2016. The Sosandar business model is built around using trend-led, exclusive designs produced in-house and then manufactured using a variety of global suppliers. Sosandar caters for a growing market of fashion conscious women, while utilising an outsourced logistics provider that can support its planned growth over the coming years.

Sosandar's founders are Ali Hall and Julie Lavington, who previously launched and ran high street fashion magazine Look, as editor and publishing director respectively. They have a combined experience of over 35 years in the fashion industry, including in the design, manufacture and sale of fashion ranges for some of the UK's high street retailers, including Debenhams, Office, Oasis and JD Williams.

More information is available at www.sosandar-ir.com

Chairman's Statement

The past 12 months have been an extraordinary period in the short life of Sosandar, with some momentous achievements. 

In our first full financial year, we achieved revenue of £1.35m with like-for-like sales for the six months to March 2018 showing 268% growth. Gross margin performance has been particularly pleasing, increasing significantly to 49.4% from 37.8%, with scope to increase further as the Sosandar brand awareness builds and purchasing efficiencies increase.

The conclusion of Sosandar's reverse takeover with Orogen, fund raising of £5.3m and start of trading on AIM in November 2017 were company milestones.

These major transactions have resulted in one off costs & accounting adjustments which have increased losses. We anticipate our increased financial strength unlocks exciting potential for Sosandar and allows us to fully exploit obvious market opportunities.  We have seen terrific growth in customer engagement, evidenced by a 695% increase in our customer database, a 181% increase in our Facebook following and an 888% increase in Instagram followers, supported by our investment in marketing via direct mail brochures and social media channels.

For the first half of the year, Sosandar continued to expand while the management team worked to secure the financing required to accelerate our growth, and I credit Julie and Ali, the co-CEOs, with their extraordinary success in surmounting these challenges. Our increased financial strength has allowed the management team to unlock the exciting potential of the Sosandar brand and to fully exploit obvious market opportunities.

Corporate Governance

Even though Sosandar was little more than a year old in November 2017, the Sosandar Board has committed to a corporate governance approach commensurate with more mature businesses. Both Julie and Ali have decades of experience in running and overseeing large, dynamic media businesses, bringing discipline and prudent financial approach to the day-to-day running of the business. In November 2017, Nick Mustoe and I carried across to the Board, joined by Adam Reynolds and Mark Collingbourne (as Finance Director). The Board is committed to adding real value and oversight to Sosandar's growth and development and, since the start of the 2018/19 financial year, we have appointed Andrew Booth as NED, who brings additional ecommerce and retail experience to the Board.

As an early-stage business, it is a priority to keep all our shareholders up-to-date and engaged. The reverse takeover attracted investment from both private and institutional investors. We appreciate that they share Sosandar's longer-term ambition and we are committed to transparency in all our corporate communications. 

People

Sosandar is blessed with a talented, creative and loyal staff. Much of this is due to Julie and Ali's efforts at maintaining an enthusiastic, vibrant culture, while introducing structures and processes that enable a fast-growing business to stay on track. I would like to thank the Sosandar management team, all of whom have shown depth of vision, creativity and determination throughout a busy first year of trading. 

Outlook

Looking ahead, the new financial year has started encouragingly and we expect strong year-on-year growth. This will be delivered via the expansion of our clothing and footwear ranges, increased stocking levels and continued investment in marketing channels to acquire new customers. Our approach remains underpinned by analysing and using the wealth of data available to us to optimise purchase frequency and to ensure we continue to design, promote and deliver first-class, wearable and affordable fashion.

Bill Murray

Date: 10 July 2018

 

Operating Review

It has been the most incredibly exciting 12 months. In just a year Sosandar has flourished from start-up to a well-resourced listed business. Our vision of creating a global fashion-forward brand is accelerating. Demand we anticipated from an underserved market continues to grow and is testament to the brand's increasing momentum.

Sosandar is focused on creating chic and fashion-forward products for a generation of women who are overlooked by existing fashion brands, and this offers a significant untapped opportunity - a demographic that spent £3.7bn on fashion in 2016.

Our typical customer has a high disposable income and is very fashion conscious. She is looking for quality, affordable clothing with a premium, trend-led aesthetic for all areas of her life.

Our strategy is to expand Sosandar's customer base and build our brand awareness through developing exceptional products, providing a seamless customer experience and continuing to expand our highly successful on and offline marketing activity. This is underpinned by combining our creativity with gathering and analysing data on shopping habits, trends and customer preferences to drive product development and effectively target new customers.

Highlights

We have made significant progress during the year, including five months as a listed company on AIM following the reverse takeover of Orogen plc in November 2017 and the fundraise of £5.3m. Since listing on AIM, we have seen a major acceleration of our business with all KPIs exceeding management expectations. We have expanded the depth and breadth of our product range, diversified our marketing channels, accelerated customer acquisition and invested in building a first-class team.

Full-year revenue for the year to 31 March 2018 was £1.35m, with like-for-like sales for the six months ending 31 March 2018 showing a 268% increase. We reached record monthly revenues in March, with continued momentum into the new financial year, and we are now selling in just one hour what we used to sell in a day.

Significant margin improvements have been achieved through both economies of scale from increased order quantities and a higher proportion of sales from product sold at full price. Investment in marketing and careful stock management have helped maximise product sell-through rates, creating an 'urgency to buy' with our customers, and decreasing the need to discount. As a result, gross margins have improved from 37.8% to 49.4%.

Basket sizes have increased from £87.22 to £94.18 over the year and while we have limited trading history, there are signals that customers acquired at the end of the financial year are showing greater order frequency. This will drive future marketing cost-efficiencies as our customer base continues to grow and we build loyalty.

Customer growth

Our target demographic has responded positively to the Sosandar brand and we continue to capture a highly-affluent customer demographic. Our unique in-house designs are selling ahead of forecasts across all categories: dresses, skirts, trousers and tops, outerwear, leather and footwear.

We have operated an aggressive marketing strategy to drive customer acquisition, which has proven successful in building our customer database to over 54,000, from just 7,000 a year ago. With a larger customer database, we can use data-led, personalised communications to engage with both our existing customers and target prospects who do not purchase immediately. It also provides a platform to promote the Sosandar brand and our new products in a cost-effective way, helping to reduce longer term cost of acquisition.

We work hard on product fit, driving repeat orders, which we anticipate will lead to improving repeat rates as our customers become used to Sosandar sizing. Return levels are in line with expectations. We expect returns to remain at a similar level in the near future but to reduce over time with the growth of repeat customers.

Reverse Takeover

The £5.3m funds we raised in November 2017 at the time of our flotation on AIM have enabled Sosandar to build on its positive start, expanding both the product range and the stock levels of popular products, to ensure there is sufficient supply for increasing demand.

The funds have also provided working capital to begin testing on new customer acquisition channels, including direct mail and increased social media investment, to increase customer reach, brand awareness and build our customer database.

Product

All our products are designed exclusively in-house, which ensures we retain control of all aspects of garment development. This provides reassurance on quality and enables us to expand capacity according to demand.

Over the year, we have invested in broadening the product range from 74 to 489 styles and have seen excellent rates of sell through, including higher-price point items such as leather, outerwear and footwear.

We monitor our entire product range on an item-by-item basis to identify top-selling and slow-moving items, which acts as a key driver for the design process. We accumulate data to feedback customer preferences and combine this with the creative flair of the design team who monitor catwalks and up-to-date trends to influence our design process. This tailored approach to design ensures that our products stay fresh and relevant to our customers. 

Marketing

Marketing, combined with highly desirable product, are the primary drivers behind Sosandar's growth and we operate a multi-channel marketing strategy.

We have built a highly-engaged & ever-growing community of Sosandar fans across social platforms through carefully-targeted content generation and aspirational lifestyle photography.

Over the past year our customer database has grown by 695%. Since November 2017, direct mail has been Sosandar's most successful route to new customers, diversifying our social marketing platform and increasing brand awareness. As a result, revenue from customers coming directly to our site, or by finding us on internet searches, has grown significantly by 508%. This has contributed to an 809% increase in revenue generated from emails sent to customers, emphasising the value of our highly-engaged customer community.

Growth in these channels helped improve cost efficiencies as they are effectively free. We have seen improvement in performance from key social and paid search channels, as well as increased development in google shopping and referral campaigns, all contributing to customer acquisition improvements since November 2017.

PR

Sosandar's senior management has unrivalled UK fashion PR and editorial experience, market understanding and contacts, which have all contributed to a growing awareness and endorsement of the Sosandar brand with a broad cross-section of major influencers across all demographics. These third-party endorsements mean Sosandar clothes are regularly worn by a host of celebrities and a growing tide of fashion influencers are embracing the brand in their Instagram posts.

Sosandar's level of PR coverage from well-known celebrities is unprecedented for an early-stage brand and continues to go from strength to strength across all forms of social and national media, including national newspapers and regular coverage on television. 

Infrastructure and logistics

We outsource our manufacturing to a network of 16 sub-contractors around the world including India, China, Spain and Turkey and this base is increasing as Sosandar grows in scale. We have strong relationships with all our suppliers, which all provide a high-quality skill base. They have worked with us seamlessly as our product range has widened and our order quantities have grown.

To ensure leading customer service and first-class logistics, we work with Clipper Logistics for warehousing and e-fulfilment with Sosandar-branded premium packaging. Clipper is a high quality and scalable operator. It has allowed us to grow at pace and will be able to support our planned growth over the coming years.

Delivery is free for orders over £75 and free returns are offered as standard. We want to maximise customer convenience and next year will be reviewing our delivery service options to ensure we continue to provide the most cost-effective solution, as well as a smooth purchase journey, for all Sosandar's customers.

Technology

As a new e-commerce business, we are focusing on scalable and integrated technologies. We have had the benefit of building a mobile-first platform and have not suffered from any legacy issues of internally-developed systems, allowing us to fully exploit the increasing use of mobile devices for e-retail.

We use technology and data to analyse sales and customer behaviour to influence design decisions, product strategy, marketing and customer service. Data analysis underpins our creative excellence and we are continuing to invest in this area, expanding data analytics resource in Sosandar.

Our technology strategy is to continue to invest across web and digital platforms to enhance customer experiences and provide frictionless online journeys, through in-depth analysis of customer shopping habits.  

People

Over the past year we have focused on building our teams in Wilmslow to complement our experienced executive director team, ensuring we are fully resourced to meet operational development. Our marketing, imagery, customer service and finance teams have all expanded over the past year bringing a combination of increasing creative and commercial ecommerce experience into the business.

Our people are everything and are the solution to making Sosandar a successful business. We recruit people who are entrepreneurial and who want to be part of our business. We consider ourselves to have an inclusive workplace were everyone is fully engaged. We encourage everyone to grasp opportunities to develop and show initiative and we support their training needs.

Outlook

Our substantial momentum has continued into the new financial year. Our strategy is straightforward: we will continue to broaden the product range, including testing into new areas such as bags, loungewear and gifts, to give more choice to our customers; buy deeper; and engage in a more diversified marketing strategy. We remain focused on data-driven marketing efficiencies and digital investment to improve our customers' journeys.

We believe that the results to date demonstrate the considerable potential and opportunity in this underserved market and are testament to the brand's growing momentum. Sosandar's unique offering and market positioning puts us in a strong position to achieve another year of strong growth in 2018/19.

 

Financial Review

Sosandar has shown strong year on year growth in both topline revenue and margin.  Key performance indicators have exceeded expectation and demonstrate the strength of our product offering, our marketing strategy and the infrastructure on which the business is built.

KPIs

	Year ended 31 March 2018 £'000		Period ended 31 March 2017 £'000		Change
Revenue	£1,353		£278		+387%
Gross Profit	£669		£105		+537%
Gross Margin	49.4%		37.8%		+116bps
Operating Loss	£(6,056)		£(1,826)		-232%
EBITDA	£(6,001)		£(1,795)		-234%
Adjusted EBITDA*	£(3,124)		£(1,795)		-74%
*EBITDA adjusted for one-off reverse transaction fees and accounting adjustments
	Year ended 31 March 2018		Year ended 31 March 2017		Change
Sessions	1,467,952		543,340		+170%
Conversion rate	2.16%		1.29%		+87bps
Number of orders	31,732		7,003		+353%
AOV	£94.18		£87.22		+8%
	As at 31 March 2018		As at 31 March 2017		Change
Facebook Followers	37,750		13,430		+181%
Instagram Followers	8,299		840		+888%
Customer database	54,196		6,821		+695%
	Year ended 31 March 2018		Year ended 31 March 2017		Change
New customers	20,325		5,257		+287%
Repeat customers	11,407		1,746		+553%

In its first full 12 months of trading, Sosandar achieved revenue of £1.35m with like-for-like sales for the six months to March 2018 showing revenue growth of 268%.

The November 2017 fundraise of £5.3m has enabled the business to invest in new marketing channels in the second half of the year, accelerating engagement and customer acquisition.

Marketing investment, combined with further investment in product imagery, has driven an increase in sell-through rates and stock turn, with a number of popular styles selling out. This helped to maximise product sales at full price avoiding the discount strategies adopted by many other ecommerce retailers and, along with buying improvements, increased margin to 49.4% from 37.8% in the prior year.

Average order value has showed an improvement up 8% to £94.18 (2017: £87.22) and customers increased urgency to purchase contributed to conversion rate improvement to 2.16% from 1.29% in the prior year.

The increased funding has allowed Sosandar to establish the teams required to deliver growth with investment across, marketing, finance and technology, enabling the business to gain momentum going into the new year.

Pre-tax losses of £6.06m include £2.9m of one off costs and accounting adjustments related to the reverse takeover (of which £0.9m relate to actual cash costs to the business). Adjusting for these costs shows loss of £3.16m compared to£1.82m in the prior year reflecting the investment in growth. Post investment we are already starting to see cost efficiency improvements in new marketing channels and the economies of scale in other areas that come with growth.

Cash position at the year-end was £4.6m (2017: £0.3m). Over the coming year, Sosandar will continue to invest in customer acquisition and product to drive future profitability. This will be done while we focus on using the growing data in the business to adopt 'test and repeat' models, maximising return on investment across all areas of the business and constantly balancing the need for growth with a focus on cost efficiencies.

 

Consolidated statement of income and other comprehensive income

For the year ended 31 March 2018

		Year ended 31 March	Period ended 31 March
		2018	2017
	Notes	£'000	£'000
Revenue		1,353	278
Operational costs		(684)	(173)
Gross profit		669	105
Administrative expenses		(3,793)	(1,931)
Deemed cost of reverse		(1,439)	-
Reverse acquisition cost		(1,493)	-
Operating (loss)		(6,056)	(1,826)
Finance income		-	3
Loss on ordinary activities before taxation		(6,056)	(1,823)
Tax on loss on ordinary activities		-	-
Profit/(Loss) for the period		(6,056)	(1,823)
Other Comprehensive income		-	-
Total Comprehensive income for the period		(6,056)	(1,823)
Attributable to:
Equity holders of the parent		(6,056)	(1,823)
Non-controlling interests		-	-
Group loss for the period		(6,056)	(1,823)
Exchange translation differences		-	-
Total comprehensive loss for the period		(6,056)	(1,823)
Loss per share:
Loss per share - basic and diluted, attributable to ordinary equity holders of the parent (pence)	4	(10.31)	(1,844)
Loss per share - basic and diluted, from continuing operations (pence)	4	(10.31)	(1,844)

CONSOLIDATED STATEMENT OF FINANCIAL Position

		2018	2017
	Notes	£'000	£'000
Assets
Non-current assets
Intangible assets		56	55
Property, plant and equipment		172	210
Total non-current assets		228	265
Current assets
Inventories		531	363
Trade and other receivables		478	61
Cash and cash equivalents		4,616	338
Total current assets		5,625	762
Total assets		5,853	1,027
Equity and liabilities
Equity
Share capital	3	107	1
Share premium	3	27,796	2,743
Capital redemption reserve	3	4,648	-
Other reserves		32	-
Reverse acquisition reserve	3	(19,596)	-
Retained earnings		(8,055)	(1,999)
Equity attributable to owners of the parent		4,932	745
Non-controlling interests		-	-
Total equity		4,932	745
Current liabilities
Trade and other payables		921	282
Total current liabilities		921	282
Total liabilities		921	282
Total equity and liabilities		5,853	1,027

The financial statements were approved and authorised for issue by the Board of Directors on 10 July 2018 and were signed on its behalf by:

Julie Lavington                                                                                   

Director                                                                                                                                          

 

Consolidated statement of cash flows

For the Year ended 31 March 2018

		Year ended 31 March	Period ended 31 March
		2018	2017
	Notes	£'000	£'000
Cash flows from operating activities
Group loss for the period		(6,056)	(1,823)
Share-based payments		582	-
Depreciation and amortisation		55	28
Reverse acquisition costs		1,439	-
Working capital adjustments:
Change in inventories		(168)	(363)
Change in trade and other receivables		(445)	(26)
Change in trade and other payables		849	278
Net cash flow from operating activities		(3,744)	(1,906)
Cash flow from investing activities
Addition of property, plant and equipment, and intangibles		(18)	(292)
Acquisition, net of cash acquired 1		(1,938)	-
Bank interest received		-	3
Net cash flow from investing activities		(1,956)	(289)
Cash flow from financing activities
Net proceeds from issue of equity instruments	3	9,978	788
Net cash flow from financing activities		9,978	788
Net change in cash and cash equivalents		4,278	(1,407)
Cash and cash equivalents at beginning of period		338	1,745
Cash and cash equivalents at end of period		4,616	338

¹ The cash outflow on acquisition (net of cash acquired) relates to the cash and cash equivalents of Sosandar PLC as at date of acquisition (2 November 2017). Significant non-cash transactions: on 2 November 2017 Sosandar PLC acquired the entire issued share capital of Thread 35 Limited for a consideration of £6,281,618, satisfied by the issue of shares of £1,603,422 (non-cash transaction) and cash of £4,678,196.

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 MARCH 2018

		Share capital	Share premium	Reverse acquisition reserve	Capital redemption   reserve		Retained earnings		Share based payment reserve		Total
THREAD 35 LIMITED	Notes	£'000	£'000	£'000	£'000		£'000		£'000		£'000
Balance at 1 November 2015		1	1,955	-	-	(176)		-		1,780
Loss for the period		-	-	-	-	(1,823)		-		(1,823)
Shares based payments		-	-	-	-	-		-		-
Issue of share capital	3	-	788	-	-	-		-		788
Balance at 31 March 2017		1	2,743	-	-	(1,999)		-		745
SOSANDAR PLC
Balance at 1 January 2017		4,651	12,268	-	-	(17,441)		610		88
Thread 35 retained earnings b/f		-	-	-	-	(1,999)		-		(1,999)
Loss for the year		-	-	-	-	(6,056)		-		(6,056)
Transfer of share-based payment reserve		-	-	-	-	610		(610)		-
Loss for the period to acquisition		-	-	-	-	(770)		-		(770)
Reverse Acquisition		-	-	(19,596)	-	17,601		-		(1,995)
Shares based payments		-	-	-	-	-		32		32
Issue of share capital	3	104	15,528	-	-	-		-		15,632
Cancellation of share capital	3	(4,648)	-	-	4,648	-		-		-
Balance at 31 March 2018		107	27,796	(19,596)	4,648	(8,055)		32		4,932

Share capital is the amount subscribed for shares at nominal value.

Share premium represents the excess of the amount subscribed for share capital over the nominal value of those shares net of share issue expenses.

Share based payments reserve relate to the charge for share-based payments in accordance with International Financial Reporting Standard 2.

Retained earnings represent the cumulative loss of the Group attributable to equity shareholders.

Reverse acquisition reserve relates to the effect on equity of the reverse acquisition of Thread 35 Limited.

Capital redemption reserve represents the aggregate nominal value of all the deferred shares repurchased and cancelled by the Company. The reserve is non-distributable.

 

NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION

1.     The figures for the financial periods ended 31 March 2018 and 2017 do not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006. The figures for the year ended 31 March 2018 have been extracted from the statutory accounts for that year on which the auditor has issued an unqualified audit report which have yet to be delivered to the Registrar of Companies. The figures for the year ended 31 March 2017 have been extracted from the statutory accounts for that year which have been delivered to the Registrar of Companies. This announcement was approved by the board of directors on 10 July 2018.

2.   The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards adopted by the International Accounting Standards Board ('IASB') and interpretations issued by the International Financial Reporting Interpretations Committee of the IASB (together 'IFRS') as endorsed by the European Union. The information in this preliminary statement has been extracted from the audited financial statements for the year ended 31 March 2018 and as such, does not contain all the information required to be disclosed in the financial statements prepared in accordance with the International Financial Reporting Standards ('IFRS').

 3.   Share capital and reserves

Details of ordinary shares issued are in the table below:

Ordinary Shares (£0.01)
Date	Details	Number of shares	Issue Price £	Total Share Capital £'000	Total Share Premium £'000
At 31 Dec 2015		5,507,669,337		551	12,181
9 Aug 2016	Share placing - £350,000	2,333,333,333	0.00015	233	87
At 31 Dec 2016		7,841,002,670		784	12,268
07 Apr 2017	Consolidation becomes	31,364,011	0.0001	784	12,268
10 Apr 2017	Share issue	231,364,011	0.0001	231	3,239
03 May 2017	Share issue	2,000,000	0.0001	2	28
01 Nov 2017	Consolidation becomes	26,472,816	0.001	27	15,773
02 Nov 2017	Share Issue	80,341,842	0.001	80	12,023
At 31 Mar 2018		106,814,658	0.001	107	27,796

Deferred shares cancelled on 1^st November. 
 

 

Group
 

	Share capital	Share premium	Reverse acquisition reserve	Capital redemption reserve	Retained earnings	Share based payment reserve	Total
Thread 35 Limited	£'000	£'000	£'000	£'000	£'000	£'000	£'000
At 1 November 2015	1	1,955	-	-	(176)	-	1,780
Loss for the period	-	-	-	-	(1,823)	-	(1,823)
Share based payments	-	-	-	-	-	-	-
Issue of share capital	-	7,88	-	-	-	-	788
At 31 March 2017	1	2,743	-	-	(1,999)	-	745
Sosandar Plc
At 1 Jan 2017	4,651	12,268	-	-	(17,441)	610	88
Thread 35 retained earnings b/f	-	-	-	-	(1,999)	-	(1,999)
Loss for the period	-	-	-	-	(6,056)	-	(6,056)
Tranfer of share-based payment reserve	-	-	-	-	610	(610)	-
Loss for the period to acquisition	-	-	-	-	(770)	-	(770)
Reverse acquisition	-	-	(19,596)	-	17,601	-	(1,995)
Shares based payments	-	-	-	-	-	32	32
Issue of share capital	104	15,528	-	-	-	-	15,632
Cancellation of share capital	(4,648)	-	-	4,648	-	-	-
At 31 March 2018	107	27,796	(19,596)	4,648	(8,055)	32	4,932

Reserves

The following describes the nature and purpose of each reserve within equity:

Share premium	Amount subscribed for share capital in excess of nominal value.
Share based payment reserve	Cumulative fair value of share options and warrants granted and recognised as an expense in the Income Statement.
Capital redemption reserve	Capital redemption reserve arises from the 100% acquisition of Thread 35 Limited in November 2017 whereby the excess of the fair value of the issued ordinary share capital issued over the nominal value of these shares is transferred to this reserve in accordance with section 612 of the Companies Act 2006.
Reverse acquisition reserve	Effect on equity of the reverse acquisition of Thread 35 Limited
Retained earnings	Retained earnings represents all other net gains and losses and transactions with shareholders (example dividends) not recognised elsewhere.

4.  Loss per share

Basic loss per share is calculated by dividing the loss attributable to equity shareholders by the weighted average number of ordinary shares in issue during the period:

	2018	2017
Loss after tax attributable to equity holders of the parent from continuing operations (£'000)	(6,056)	(1,823)
Loss after tax attributable to equity holders of the parent (£'000)	(6,056)	(1,823)
Weighted average number of ordinary shares in issue	58,770,354	98,846
Fully diluted average number of ordinary shares in issue	58,770,354	98,846
Basic and diluted loss per share (pence) - continuing operations	(10.31)	(1,844)
Basic and diluted loss per share (pence)	(10.31)	(1,844)

Basic and diluted earnings per share have changed, since where a loss is incurred the effect of outstanding share options and warrants is considered anti-dilutive and is ignored for the purpose of the loss per share calculation. The share options outstanding as at 31 March 2018 totalled 20,056,748 (2017: 380,000,000) and are potentially dilutive.

The report and accounts will be posted to shareholders shortly.  The report and accounts can be downloaded from the Company's AIM Rule 26 website at www.sosandar-ir.com.

 

END

 

 

FR BBLLFVDFBBBE