Company Announcements

21 March 2023

Zamaz plc

("Zamaz" or "the Company")

Result of Adjourned Meeting of the holders of the Company's

EUR  3,000,000 6% Fixed Rate Bonds due 30 April 2023 (ISIN GB00BL96TV97)

On 9 March 2023, Zamaz plc (LSE: ZAMZ), the London-based international e-commerce and retail technology aggregator of sustainable brands, convened a meeting of the holders  ("the bondholders") of the Company's EUR 3,000,000 6% Fixed Rate Bonds due 30 April 2023 ("the 6% Bonds"), ISIN GB00BL96TV97, to consider and, if thought fit, approve a proposal to modify the terms and conditions of the 6% Bonds by way of an extraordinary resolution. 

The Meeting was, however, not deemed quorate under the Terms and Conditions of the Bond Instrument and was consequently adjourned. A notice of reconvened meeting, together with an amended Consent Solicitation Memorandum, was sent to bondholders on the same day reconvening the meeting for 9.00 am today, 21 March 2023 at 50, Sloane Avenue, London,  SW3 3DD. An announcement was also issued on the London and Vienna Stock Exchange systems.

The meeting was duly held and the extraordinary resolution was put to bondholders, seeking approval for:

·    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 bonds 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.

The extraordinary resolution was passed unanimously.

Following the passing of the resolution, bondholders also become entitled to warrants to subscribe for new Zamaz shares in an amount equal to the par value of bonds held at the time of grant of the warrants divided by the £0.11 strike price of the warrant, plus a further number of Zamaz shares at a deemed issue price of nominal value, representing a 10% conversion premium. The duration of the warrants will be three years from the implementation date.  They will be fully transferrable.

This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company are responsible for the release of this announcement.

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.