31 May 2023
ZAMAZ PLC
HALF-YEAR RESULTS
FOR THE 6 MONTH PERIOD ENDED 28 FEBRUARY 2023
Market Abuse Regulation (MAR) Disclosure
The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation ("MAR") (EU) No. 596/2014, as incorporated into UK law by the European Union (Withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
· Successful Direct Listing on the Main List of the London Stock Exchange
· Three successful acquisitions in the luxury foods sector have added significant revenues
· Operating profit achieved
· Further acquisitions anticipated
· Group results before exceptional listing costs moving strongly towards break-even
· Headwinds from Amazon cost increases mitigated by multi-channel sales and internal efficiencies
Chairman's Statement
Dear Shareholder
The Company listed its shares on the Main List of the London Stock Exchange on 2 September 2022 and since then the Group, via Bella Dispensa S.r.l., its wholly owned subsidiary based in Milan, Italy, has made three successful acquisitions in the luxury foods sector. The positive impact of those acquisitions cannot be overstated, given the headwinds that our Ecomoist business experienced, particularly in the run-up to Christmas, when Amazon raised its already high logistics costs even further.
A major operational re-organisation has been completed to optimise efficiency and an increasing focus placed on Bella Dispensa to diversify products, markets and distribution channels, while capitalising on an increasing pipeline of growth-through-acquisition opportunities that presented themselves in this sector.
The luxury foods division has had a level of success that was not anticipated, as you will see in Daniele Besnati's CEO report below. At the operating level, the Group has successfully moved from an operating loss of approximately £250,000 at 28 February 2022 to an operating profit of £10,479. In addition, there is a hedge to seasonality within the mix of products: two of the divisions will have strong Christmas periods, whilst the third division, which produces luxury ice-creams, will peak in the summer months.
On the financing front, shortly after the period under review, we proposed to our bondholders that the Company's listed 6% Bond's maturity date be extended 30 from April 2023 to 30 April 2026, with an increased coupon to 7.5% and with warrants attached. The number of attendees at the first meeting was insufficient to form a quorum, therefore the meeting was adjourned. At the second meeting, which had a lower quorum threshold as regulated through the bond documentation, approximately 45% of bondholders by value were represented and approved the changes unanimously.
As we move forward during this second semester, now that the hard work and financial investment of listing and re-organising the group is behind us, we expect to see progress on both the traditional Zamaz product lines of eco-friendly products as well as the Bella Dispensa luxury foods businesses, developing and acquiring strong brands which reflect our commitment to quality, eco-responsibility and shareholder value.
Martin Groak,
Chairman
Zamaz plc
CEO's Report
We are excited to announce our success and exceptional growth during this semester of Zamaz PLC's operations.
Our company, through its wholly-owned subsidiary Bella Dispensa Srl, is emerging as a strong player in the Luxury Food sector, starting from Italy. Through a well-planned strategy of external growth via acquisitions in recent months, we have managed to expand our operations and diversify our geographic presence. This strategy has surpassed expectations.
During the six month reporting period, we achieved several significant milestones including a group revenue increase of 349.5% year, a new high point for the Company.
This result has been mainly driven by recent acquisitions in the Luxury Food sector:
- On September 26, 2022, Bella Dispensa agreed to acquire the entire issued share capital of Ecocarni Srl, a supplier of premium meats and associated products from Italy and Argentina to wholesale and retail customers through its managed store in Milan.
- On October 10, 2022, Bella Dispensa agreed to acquire a 72.6 % stake in Eccellenze Srl, a luxury food products company based at its flagship store in one of the most important districts of Milan. The acquisition of Eccellenze will enable all the Group's branded food activities to access their respective customer bases and "cross-sell" products to a similar set of high-quality customers.
- On February 11, 2023, the Company exercised its option to acquire the entire issued share capital of Dallatte Italia Srl, based in Piedmont, Italy, a producer and distributor of high-quality food products that use natural ingredients, including ice creams and chips, milk, butter and cooking cream, fresh and dry pastry, and frozen stuffed pasta. The Dallatte brand is synonymous with "Italian food excellence" and has distribution points throughout Europe.
We have been able to capitalize on the synergies among the different acquired businesses, creating a portfolio of complementary luxury food brands that have shown great appeal to consumers in Europe and internationally.
Furthermore, our profits, before exceptional listing costs, have improved by 107% in the last six months, from a loss of £ 1,325,000 for the year ending 31 August 2022 to a loss of £81,000 for the six months to 28 February 2023, far exceeding expectations.
This has been the result of a combination of food brand company acquisitions, their integration into a coordinated operating system, prudent financial management, increased efficiencies through centralisation of key business functions across acquired businesses, and a strong customer focus. We expect to continue to invest into more brand companies in the Luxury Food sector to build a well integrated luxury food brands group with an increasing competitive advantage. Together with our partners we also invest in innovation and research such that we can aim to anticipate consumer trends and create unique products that satisfy the desires of our most discerning customers.
Zamaz Plc also continues to innovate its range of Ecological products marketed through various online channels, from eco-friendly articles to multi-purpose ecological detergents. This will we expect lead to a wider range of new products, such as eco-friendly stationery materials and ecological sanitization product lines.. All products are and will be made with ingredients from renewable sources, avoiding the use of aggressive and environmentally harmful chemicals.
Finally, I would like to emphasize the commitment to our exceptional team. Our growth would not have been possible without the dedication and enthusiasm of our employees. Their commitment to achieving company objectives and providing high-quality products and services has been instrumental to our success.
Financial Results & Review
The Group is approaching break-even. The loss for the 6 month period ended 28 February 2023 was £(81,673) before Exceptional listing costs and £ (1,642,336) including the exceptional costs (2022: 6 months loss £(353,000); full year loss £(1.325.239) ).
The Board monitors the activities and performance of the Group on a regular basis. The Board uses financial indicators based on budget versus actual to assess the performance of the Group. The indicators set out below were used by the Board to assess performance over the period to 28 February 2023. The main KPIs for the Group are as follows. These allow the Group to monitor costs and plan future activities:
| Key Performance Indicators | 6 months to 28 February 2023 (unaudited) | Year ended 31 August 2022 (audited) |
|
|
|
|
| Revenue | £3,479,564 | £1,679,105 |
| Gross Margin | £1,683.129 | £315,283 |
| % | 48% | 19% |
| EBITDA before Exceptional Items | £77,603 profit | £(1,196,369) loss |
Financial Position
The Group's Statement of Financial Position as at 28 February 2023 and comparatives at 31 August 2022 are
summarised below:
| | 28 February 2023 | 31 August 2022
|
| Current assets | 3.633,125 | 1,115,367 |
| Non-current assets | 24,142,460 | 20,708,859 |
| Total assets | 27,775,585 | 21,824,226 |
| Current liabilities | 4,555,545 | 2,837,341 |
| Non-current liabilities | 2,749,810 | 874,618 |
| Total liabilities | 7,305,355 | 3,711,959 |
| Net assets | 20,470,230 | 18,112,267 |
BOARD CHANGES
On 14 October, the Company announced the resignation of Raj Unnikandeth as Non-Executive Director.
At the Annual General Meeting, held on 31 January 2023, Chris Hill stood down as director and CEO. The role of CEO was taken over by Daniele Besnati. At the same meeting Niccolo Caderni was appointed Independent Non-Executive Director and Dominic White as Non-Executive Director
PRINCIPAL RISKS AND UNCERTAINTIES
The management of the business and the execution of the Group's strategy are subject to a number of risks. The key business risks affecting the Group are set out below.
Risks are formally reviewed by the Board, and appropriate processes are put in place to monitor and mitigate them. If more than one event occurs, it is possible that the overall effect of such events would compound the possible adverse effects on the Group.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they. The Group's policy during the year has been to ensure that it has adequate liquidity to meet its liabilities when due by careful management of its working capital.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or a counterparty to a financial instrument fails to meet its contractual obligations.
In accordance with the Group's policy, the Board monitors the Group's exposure to credit risk on n ongoing basis. The risk is largely mitigated by the use of Amazon trading platform, which is regarded as an extremely low credit risk.
Market risk
Market risk is the risk that changes in market prices, such as commodity prices, foreign exchange rates, interest rates and equity prices will affect the Group's and Company's income or value of its holdings in financial instruments.
Capital Management
The Company's capital consists wholly in ordinary shares, The Board's policy is to preserve a strong capital base in order to maintain investor, creditor, and market confidence and to safeguard the future development of the business, whilst balancing these objectives with the efficient use of capital.
Responsibility Statement
We confirm that to the best of our knowledge:
§ the Half Year Report has been prepared in accordance with International Accounting Standard 34 'Interiming'; and
§ gives a true and fair view of the assets, liabilities, financial position and loss of the Group; and
§ the Half Year Report includes a fair review of the information required by DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the set of interim financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and
§ the Half Year Report includes a fair review of the information required by DTR 4.2.8R of the Disclosure and Transparency Rules, being the information required on related party transactions.
The Half Year Report was approved by the Board of Directors on 30 May 2023 and the above responsibility statement was signed on its behalf by:
Daniele Besnati
Chief Executive Officer
Zamaz plc
ZAMAZ PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE 6 MONTH PERIOD ENDED 28 FEBRUARY 2023
| | 6 months to 28 Feb 2023 (unaudited) | 6 months to 28 Feb 2022 (unaudited) | Year ended 31 Aug 2022 (audited) |
| | £ | £ | £ |
| Continuing operations | | | |
| Income | | | |
| Revenues | 3,479,564 | 774,000 | 1,679,105 |
| Cost of sales | (1,796,435) | (532,000) | (1,363,822) |
| Gross Profit | 1,683,129 | 242,000 | 315,283 |
| Administrative expenses | (1,672,650) | (492,000) | (1,511,652) |
| Operating Result | 10,479 | (250,000) | (1,196,369) |
| Finance Costs | (92,152) | (103,000) | (128,023) |
| Exceptional Item: Listing costs | (1,560,663) | 0 | 0 |
| Profit/(Loss) before tax | (1,642,336) | (353,000) | (1,324,392) |
| Taxation | - | - | (847) |
| Profit/(Loss) for the period attributable to equity shareholders of the Company | (1,642,336) | (353,000) | (1,325,239) |
|
Other comprehensive income / (expenditure) for the period net of tax |
| |
- |
| Total comprehensive income/(expenditure) for the period | (1,642,336) | (353,000) | (1,325,239) |
|
Loss per ordinary share | | | |
| Basic and diluted income (loss) per share attributable to the equity shareholders of the parent (pence) | (0.23) | n/a | (0.30) |
The net result excluding the extraordinary listing costs would be a loss of £81,673
|
ZAMAZ PLC CONSOLIDATED STATEMENT OF FINANCIAL POSITION
|
| 6 months to 28 Feb 2023 (unaudited) | 6 months to 28 Feb 2022 (unaudited)
| Year ended 31 August 2022 (audited) | ||
| | | £ | £ | £ | ||
| ASSETS | | | | | ||
| Non-current assets | | | | | ||
| Intangibles | | 1,191,986 | 395,000 | 223,853 | ||
| Goodwill |
| 22,385,391 | 0 | 20,454,876 | ||
| Receivables | | 235,876 | 0 | 0 | ||
| Property, plant, equipment | | 429,208 | 17,000 | 30,130 | ||
| Total non-current assets | | 24,142,460 | 412,000 | 20,708,859 | ||
| Current assets | | | | | ||
| Inventories | | 785,522 | 678,000 | 321,457 | ||
| Trade and other receivables | | 2,053,178 | 208,000 | 767,092 | ||
| Cash and cash equivalents |
| 794,425 | 114,000 | 26,818 | ||
| Total current assets | | 3,633,125 | 1,000,000 | 1,115,367 | ||
| TOTAL ASSETS | | 27,775,585 | 1,412,000 | 21,824,226 | ||
|
LIABILITIES | | | | | ||
| Current Liabilities | | 4,555,545 | 248,000 | 2,837,341 | ||
| Non-current Liabilities | | 2,749,810 | 1,512,000 | 874,618 | ||
| TOTAL LIABILITIES | | 7,305,355 | 1,760,000 | 3,711,959 | ||
| |
EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY
|
| ||||
| Called up share Capital | | 188,299 | 50,000 | 178,031 | ||
| Share premium | | 23,324,638 | 0 | 19,568,774 | ||
| Translation reserve |
| 220,151 | 0 | 5,278 | ||
| Retained earnings Minority interest | | (3,550,529) 287,671 | (398,000) - | (1,639,816) - | ||
| TOTAL EQUITY |
| 20,470,230 | (348,000) | 18,112,267
| ||
| | | | | | ||
| TOTAL EQUITY AND LIABILITIES |
| 27,775,585 | 1,412,000 | 21,824,226 | ||
ZAMAZ PLC
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 28 FEBRUARY 2023 AND 31 AUGUST 2022
|
Called up Share Capital |
Share premium |
Translation Reserve |
Retained Earnings |
Minority interest |
Total Equity | |
| Balance at 1 September 2021 | 50,000 | - | - | (314,577) | | 264,577 |
| Loss for the year | - | - | - | (1,325,239) | | (1,325,239) |
| Exchange differences on consolidation | - | - | 5,278 | - | | 5,278 |
| Issue of share Capital | 128,031 | 19,568,774 | - | - | | 19,696,805 |
| Balance at 31August 2022 | 178,031 | 19,568,774 | 5,278 | (1,639,816) | 0 | 18,112,267 |
|
At August 31 2022 |
178,031 |
19,568,774 |
5,278 |
(1,639,816) |
|
18,112,267 |
| Issue of shares | 10,268 |
| | | | 10,268 |
| Share premium | | 3,755,864 | | | | 3,755,864 |
| Exchange differences on translation | - | - | 214,873 |
| | 214,873 |
| Minority interest | | | | | 287,671 | 287,671 |
| Total comprehensive income for the period | - | - | - | (1,910,713) | |
(1,910,713) |
| Balance at 28 February 2023 | 188,299 | 23,324,638 | 220,151 | (3,550,529) | 287,671 | 20,470,230 |
| ZAMAZ PLC GROUP STATEMENT OF CASHFLOWS FOR THE PERIOD ENDED 28 FEBRUARY 2023
|
6 months to 28 Feb 2023 (unaudited) |
6 months to 28 Feb 2022 (unaudited) |
Year ended 31 Aug 2022 (audited) |
| | £ | £ | £ |
|
Cash flows from operating activities | | | |
| Income from operations | 1,139,703 | (278,000) | (219,844) |
|
Cash flows from investing activities | | | |
| Purchase of Property | (459,338) | 0 | (10,009) |
| Investments acquired | (235,876) | 0 | 0 |
| Purchase of Intangibles Cash acquired with company acquisition | (968,133) | 0 | (113,551) 6,135 |
| Cash flows generated from investing activities | (1,663,347) | 0 | (117,425) |
| |
| | |
|
Cash flows generated from financing activities: Repayments of borrowings Proceeds from borrowings Bond Interests paid Proceeds (net) of share issues Proceeds third parties
|
(63,438) 370,202 (49,500) 746,317 287,670 |
0 0 41,000 0 |
(81,339) 77,500 (59,182) 74,800
|
| Cash flows from financing activities
| 1,291,251 | 41,000 | 11,779 |
| Cash and cash equivalents at beginning of the period | 26,818 | 351,000 | 350,568 |
| |
| | |
| Effect of foreign exchange rate of changes | 0 | | 1,739
|
| Cash and cash equivalents at end of the period | 794,425 | 114,000 | 26,818 |
| Increase/ (Decrease) in cash and cash equivalents | 767,607 | (237,000) | (325,490) |
ZAMAZ PLC
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 FEBRUARY 2023
NOTE 1: ACCOUNTING POLICIES
General Information
The Company is a public limited company incorporated and domiciled in England (registered number: 12167179), which is listed on the London Stock Exchange. The registered office of the Company is Eastcastle,House, 27/28 Eastcastle Street, London W1W 8DH.
Accounting policies
The accounting policies, presentation and methods of computation applied by the Group in these condensed interim financial statements are the same as those applied by the Group in its consolidated financial information in its 2022 Annual Report and Accounts.
Basis of Preparation of Financial Statements
The condensed consolidated interim financial statements have been prepared in accordance with IAS 34 'Interim Financial Reporting'. The accounting policies adopted in this report are consistent with those of the annual financial statements for the year to 31 August 2022 as described in those financial statements
Basis of consolidation
The consolidated financial statements comprise the financial statements of Zamaz Plc and its subsidiaries as at 28 February 2023. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.
All intra-group balances, transactions, income and expenses and profits and losses resulting from intra-group transactions that are recognised in assets, are eliminated in full.
Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. Zamaz plc owns the majority of the shareholdings and has operational control over all its subsidiaries. Please refer to Note 4 for information on the consolidation of Zamaz Plc
Going Concern
The Group Financial Statements have been prepared on a going concern basis. The Directors are of the view that, the Group has or will generate sufficient funds to meet its planned expenses over the next 12 months from the date of these Financial Statements.
In assessing whether the going concern assumption is appropriate, the Directors have taken into account all relevant available information about the current and future position of the Group, including current level of resources and the required level of spending on corporate activities. As part of the assessment, the Directors have also taken into account the ability to raise new funding whilst maintaining an acceptable level of cash for the Group to meet all commitments.
The Directors are confident that the measures they have available will result in sufficient working capital and cash flows to continue in operational existence. Taking these matters in consideration, the Directors continue to adopt the going concern basis of accounting in the preparation of the financial statements.
NOTE 2: INTERIM FINANCIAL INFORMATION
The condensed consolidated interim financial statements are for the six-month period ended 28 February 2023. The condensed consolidated interim financial statements do not include all the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Group for the year ended 31 August 2022, which were prepared under International Financial Reporting Standards (IFRS).
The condensed consolidated interim financial statements have not been audited nor have they been reviewed by the Group's auditors under ISRE 2410 of the Auditing Practices Board. These condensed consolidated interim financial statements do not constitute statutory accounts as defined in Section 434of the Companies Act 2006. The Group's statutory financial statements for the year ended 30 June 2021 prepared under IFRS have been filed with the Registrar of Companies. The auditor's report on those financial statements was unqualified and did not contain a statement under Section 498(2) of the Companies Act 2006.
NOTE 3: CRITICAL ACCOUNTING ESTIMATE AND JUDGEMENTS
The preparation of the financial statements in conformity with International Financial Reporting Standards requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. Actual results may differ from these estimates.
In preparing these condensed interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements for the year ended 31 August 2022.
NOTE 4: LOSS PER SHARE
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.
In accordance with IAS 33, no diluted earnings per share is presented, as there is no difference between the basic and the diluted loss per share
Basic & Diluted EPS
Earnings attributable to ordinary shareholders : Loss £ (1,642,236) including exceptional items
Average number of shares in issue during the period : 710,072,894
Loss per share 0.23 pence
NOTE 5: DIRECTORS AND EMPLOYEES
The remuneration paid to the Directors, inclusive of Employer National Insurance contributions during the period ended 28 February 2023 was as follows:
|
| 28 February 2023 | 31 August 2022 |
| Executive | | |
| Christopher Hill | £63,308 | £70,045 |
| Daniele Besnati | £18,000 | £28,900 |
| | | |
| Non-Executive | | |
| Martin Groak | £15,000 | £13,477 |
| Dominic White | - | - |
| Raj Unnikandeth | £3,195 | £6,040 |
| Niccolo' Caderni | £2,000 | - |
| | | |
| Total | £107,503 | £118,462 |
NOTE 6: BORROWINGS
| | February 2023 | 31 August 2022 |
|
| £ | £ |
| Bond | 1,482,816 | 1,482,816 |
| Lease Liability | 863 | 1,800 |
| Short Term borrowings | 10,053 | 47,722 |
| Long Term Borrowings | 1,218,001 | 0 |
| | | |
| Total | 2,711,733 | 1,532,338 |
On 9 March 2023 Zamaz Plc convened a meeting of the Bondholders of the Company's € 3,000,000 6% Fixed Rate Bonds due 30 April 2023, to consider and approve a proposal to modify the terms of conditions of the 6% Bonds by way of an Extraordinary Resolution.
The meeting was then adjourned to the 21 March 2023 and the following Resolution was put to the Bondholders and approved:
- the maturity of the 6% Bond was extended to 20 April 2026 from 30 April 2023;
- the Nominal Value of the Bond was increased from €3,000,000 to €15,000,000;
- the rate of interest was increased to 7.5% from 6% per annum.
Further to the increase in nominal value of the bond, new investors have subscribed for a total par value of €290,000 at a 5% discount.
Prior to the Resolution new Bonds had been issued for a total amount of €1,350,000 (£1,171,379)
As at the date of this report the total amount of Bonds issued is 3.290,000 € (£2,905,825).
NOTE 7: INVESTMENTS
Investments Held- Company
Financial assets at fair value through profit or loss are as follows:
| |
Bella Dispensa Srl |
Total |
| 1 September 2021 |
|
|
| Cost | 20,487,259 | 20,487,259 |
| 31 August 2022 | 20,487,259 | 20,487,259 |
| Additions | 1,798,132 | 1,798,132 |
| 28 February 2023 | 22,285,391 | 22,285,391 |
As at February 28, 2023, investments were classified as held for trading and recorded at their fair values based on quoted market prices (if available).
Investments that do not have quoted market prices are measured at cost less impairment.
During the period, the Group continued to review and acquire companies and generate revenues.
On 26 September 2022 Bella Dispensa agreed to acquire the entire issued share capital of Ecocarni Srl, a purveyor of
premium quality meats and associated products sourced from Italy and Argentina to both wholesale and retail customers
from its managed general store in Milan.
On 10 October 2022 Bella Dispensa agreed to acquire a 72.61 per cent stake in Eccellenze Srl, a luxury food products
business based at its flagship store in one of Milan's premier districts.
On 11 February 2023, the Company exercised its option and acquired the entire issued share capital of Dallatte Italia
Srl
NOTE 8: TRADE AND OTHER RECEIVABLES AND PREPAYMENTS
|
| 28 February 2023 | 31 August 2022 |
|
| £ | £ |
| Trade Receivables | 1,636,638 | 87,087 |
| Other Debtors | 74,480 | 650,547 |
| Income Tax Receivables | 286,942 | 29,458 |
| Vat | 31,276 | |
| Accruals | 23,811 | |
| | | |
| Total | 2,053,178 | 767,092 |
NOTE 9: TRADE AND OTHER PAYABLES
|
| 28 February 2023 | 31 August 2022 |
|
| £ | £ |
| Trade Payables | 3,637,503 | 1,958,196 |
| Other creditors | 80,547 | 77,157 |
| Social Security Taxation | 32,729 | 28,056 |
| Accruals | 140,249 | 106,848 |
| | | |
| Total | 3,891,028 | 2,170,257 |
NOTE 10: SHARE CAPITAL AND RESERVES
Share Capital and Share Premium
|
Issued |
Share Capital
|
Share Premium
|
| At 1 September 2021 | 50,000 |
|
| Issue of Shares | 128,031 |
|
| Share Premium thereon |
| 19,568,774 |
| At 31 August 2022 | 178,031 | 19.568.774 |
| Issue of shares | 10,268 | |
| Share Premium thereon | | 3,755,854 |
| At 28 February 2023 | 188,299 | 23,324,628 |
NOTE 11: SUBSEQUENT EVENTS
On 21 March 2023, the Company's bondholders voted in favour of amending the terms and conditions of the 6% bond maturing on 30 April 2023 as follows:
• the maturity of the 6% Bonds to be extended to 30 April 2026 from 30 April 2023; and
• an increase in the Nominal Value of the bond issuance to up to € 15,000,000 from € 3,000,000; and
• the Rate of Interest to be increased to 7.5 per cent. from 6.0 per cent per annum.
• Warrants to acquire ordinary shares to be issued to current bondholders
Bonds were issued for €1,350,000 as settlement of debts prior to the bondholder meeting. Further to the increase in the bond issuance to €15m , a further €250,000 of bonds have been subscribed for at a 5% discount to par.
NOTE 12: RELATED PARTIES
Two directors of Zamaz: Messrs. White and Groak are also directors of the Holding Company of Innovative Finance Srl. ("Innovative") and Epsion Capital Ltd. ("Epsion")
Innovative provided advisory services to Zamaz plc for its listing and Bella Dispensa for its acquisition strategy.
Epsion provided advisory services for the Company's prospectus for listing on the London stock exchange.
Expenses in these accounts include
Fees to Innovative £ 704,577
Fees to Epsion £ 260,000
NOTE 13: ULTIMATE CONTROLLING PARTY
The ultimate controlling party is Mr. Dominic White
-Ends-
Enquiries:
Zamaz plc www.zamaz.tech
Daniele Besnati ,CEO c/o Walbrook PR Limited
Walbrook PR Limited
Paul Vann/Nick Rome/Joe Walker Tel: 020 7933 8780 or 07768 807631
zamaz@walbrookpr.com
About Zamaz plc:
Zamaz plc is a technology driven e-commerce business that originates, acquires or licenses, operates and scales small and medium-sized brands with category-winning products on global marketplaces. With ever prolific customer data sources, the advent of turnkey e-commerce website platforms, such as Shopify, and a thriving ecosystem of third-party software integrators, the options available to launch and build brands that can be marketed, sold, and shipped online quickly and globally with limited risk have never been more compelling. Such marketplaces, led by Amazon and eBay, also provide connection to millions of consumers, and have become a first-choice route-to-market for a generation of micro and small and medium-sized enterprise businesses.
Zamaz mines and analyses data from such online retail technology platforms which provide significant insights into consumer shopping behaviour and trends and enable the business to deploy, market and sell an optimised portfolio of brands, products, packs and prices aligned with active, real-time consumer needs and demands principally on UK and EU Amazon marketplaces.
About Bella Dispensa:
Bella Dispensa, a wholly-owned subsidiary of Zamaz, is an Italian-based online retailer of gourmet Italian food products which operates in one of the fastest growing online sectors, grocery shopping. The extensive relationships that Bella Dispensa enjoys with its niche food suppliers makes it a strong addition to the Zamaz Brand Portfolio and will give Zamaz the opportunity to showcase and sell Bella Dispensa sourced products on its online platform.
Bella Dispensa has already made three acquisitions since Zamaz listed on the Main Market of the London Stock Exchange; the first two in H2 2022: Ecocarni, a purveyor of premium quality meats and associated products sourced from Italy and Argentina to both wholesale and retail customers, from its flagship store in Milan and Eccellenze S.r.l. which has a retail store located on Milan's prestigious Corso Venezia, one of the city's most exclusive and elegant avenues, being part of the upscale Quadrilatero della moda shopping district. Recently established in Q4 2021, Eccellenze has grown rapidly, and now offers over 1,000 premium quality food products in-store, including cheese, pasta, wine and oil. Its highly experienced management team has also developed a unique eno-gastronomic "lifestyle shopping experience" for its growing, highly discerning client base.
Most recently, Bella Dispensa has acquired Dallate Italia srl. Dallatte, based in Piedmont, Italy, is a manufacturer and distributor of premium dairy products using natural ingredients including ice cream and pastries, milk, butter and cooking cream, fresh and dry pastries and frozen filled pasta. The Dallatte brand is synonymous with "Italian Food Excellence" and has distribution outlets across Europe.
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