NOT FOR DISTRIBUTION IN THE UNITED STATES
Sarment Holding Limited (“Sarment”) (TSX-V:SAIS) today announced
the successful closing of its initial public offering (the
“Offering”) of an aggregate of 6,057,553 ordinary shares of Sarment
(“Ordinary Shares”) at a price of $3.15 per Ordinary Share (the
“Offering Price”) for total gross proceeds of CAD$19,081,292.
The Ordinary Shares will commence trading today
on the TSX Venture Exchange under the symbol “SAIS”.
The Offering was managed by a syndicate of
agents led by Haywood Securities Inc., as sole bookrunner, and
including Canaccord Genuity Corp., Cormark Securities Inc. and
Paradigm Capital Inc. (collectively, the “Agents”).
Sarment has granted the Agents an over-allotment
option (the “Over-Allotment Option”), exercisable in whole or in
part for a period of 30 days following the closing of the Offering
(“Closing”), to purchase up to an additional 908,632 Ordinary
Shares at the Offering Price of $3.15 per Ordinary Share for
additional gross proceeds of approximately CAD$2,862,191, assuming
the Over-Allotment Option is exercised in full.
Pursuant to an internal reorganization, El Greco
International Investments S.R.L. (“El Greco”), the parent company
of Vino Ventures Limited, acquired all of Vino Ventures Limited’s
interests in Sarment prior to Closing.
Concurrent with Closing, the non-interest
bearing convertible loans provided to the Company by certain
existing shareholders on May 25, 2018 (the “Convertible Loans”), as
disclosed in Sarment’s final prospectus dated July 26, 2018 (the
"Prospectus"), were converted into Ordinary Shares at a conversion
price equal to the Offering Price. Following Closing and the
conversion of the Convertible Loans in accordance with their terms:
(a) El Greco exercises control or direction over an aggregate of
9,172,781 Ordinary Shares, representing approximately 28.9% of the
issued and outstanding Ordinary Shares; (b) Mark Irwin owns or
exercise control or direction over an aggregate of 4,681,463
Ordinary Shares, representing approximately 14.7% of the issued and
outstanding Ordinary Shares; and (c) The Estate of Claude Dauphin
owns or exercise control or direction over an aggregate of
4,580,063 Ordinary Shares, representing approximately 14.4% of the
issued and outstanding Ordinary Shares. Furthermore, concurrent
with Closing, Bertrand Faure Beaulieu received a bonus from Sarment
which was satisfied by the issuance of 181,726 Ordinary Shares, as
disclosed in the Prospectus, following which Mr. Faure Beaulieu
owns or exercise control or direction over an aggregate of
6,352,306 Ordinary Shares, representing approximately 19.9% of the
issued and outstanding Ordinary Shares.
Each of El Greco, Mr. Irwin, The Estate of
Claude Dauphin and Mr. Faure Beaulieu hold the Ordinary Shares for
investment purposes and may, depending on market and other
conditions, acquire additional Ordinary Shares through market
transactions, private agreements, treasury issuances, dividend
reinvestment programs, exercise of options, convertible securities
or otherwise, or may sell all or some portion of the Ordinary
Shares it owns or controls, or may continue to hold the Ordinary
Shares.
An early warning report will be filed by each of
El Greco, Mr. Irwin, Claude Dauphin Estate and Mr. Faure Beaulieu
in accordance with applicable securities laws and will be available
on SEDAR at www.sedar.com or may be obtained directly
from Togi Gouw, Chief Financial Officer of Sarment upon request at
65 64240411.
Certain insiders of Sarment subscribed for an
aggregate of 317,055 Ordinary Shares, which acquisition constitutes
a “related party transaction” within the meaning of Multilateral
Instrument 61-101 - Protection of Minority Security Holders in
Special Transactions (“MI 61-101“). The participation of the
insiders was exempt from the valuation and minority shareholder
approval requirements of MI 61-101 by virtue of the exemptions
contained in paragraph (a) of Section 5.5 and paragraph (a) of
Section 5.7, respectively, of MI 61-101. Insofar as it applies to
interested parties (as that term is defined in MI 61-101) neither
the fair market value of the Ordinary Shares issued nor the
consideration paid for the Ordinary Shares pursuant to the Offering
exceeded 25% of Sarment’s market capitalization.
No securities regulatory authority has either
approved or disapproved of the contents of this news release. The
Ordinary Shares have not been and will not be registered under the
United States Securities Act of 1933, as amended (the “U.S.
Securities Act”) or any state securities laws. Accordingly, the
Ordinary Shares may not be offered or sold within the United States
unless registered under the U.S. Securities Act and applicable
state securities laws or pursuant to exemptions from the
registration requirements of the U.S. Securities Act and applicable
state securities laws. This news release does not constitute an
offer to sell or a solicitation of an offer to buy any securities
of Sarment in any jurisdiction in which such offer, solicitation or
sale would be unlawful.
About Sarment
Sarment is Singapore-based and operates a luxury
marketplace focused on offering curated luxury goods and services
to High-Net-Worth and Ultra-High-Net-Worth individuals. Sarment’s
AI-based digital ecosystem provides intelligent personal services
focusing on creating unique luxury experiences. Sarment’s objective
is to become the leader in global luxury lifestyle management and
the preeminent marketplace for this market segment. Since its
establishment in 2012, Sarment has expanded throughout Asia and is
now seeking global expansion.
Forward-Looking Statements
Certain statements contained in this press
release contain “forward-looking information” (“forward-looking
statements”) within the meaning of Canadian securities laws. These
forward-looking statements represent Sarment's expectations or
beliefs concerning future events, and it is possible that the
results described in this press release will not be achieved. These
forward-looking statements are subject to risks, uncertainties and
other factors, including conditions to closing this Offering, many
of which are outside of Sarment’s control, which could cause actual
results to differ materially from the results discussed in the
forward-looking statements.
Any forward-looking statement speaks only as of
the date on which it is made, and, except as required by law,
Sarment does not undertake any obligation to update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise. New factors emerge from time to time,
and it is not possible for Sarment to predict all such factors.
When considering these forward-looking statements, you should keep
in mind the risk factors and other cautionary statements in
Sarment’s final prospectus filed with the applicable Canadian
securities regulatory authorities in connection with the Offering.
The risk factors and other factors noted in Sarment’s final
prospectus could cause actual events or Sarment’s actual results to
differ materially from those contained in any forward-looking
statement.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
For further information
contact:Joanne Leejoanne.lee@sarment.com+65 6424 0417
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