Smoove (LSE:SMV)
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RNS Number : 3495I

Smoove PLC

02 December 2022

Smoove plc

("Smoove" or the "Company")

Launch of Tender Offer

Following the announcement of the Tender Offer on 29 November 2022, Smoove announces that it will today post the circular (the "Circular") to shareholders with details of the Tender Offer and Notice of General Meeting containing a resolution to repurchase up to 12,500,000 Ordinary Shares (the "Resolution"). The Resolution shall be proposed at the General Meeting which is convened at 11.00 a.m. on 11 January 2023.

A copy of the Circular has also been published on the Company's website at hellosmoove.com/investor-relations.

Capitalised terms have the meanings set out below.

Summary of the Tender Offer

Up to 12,500,000 Ordinary Shares will be purchased under the Tender Offer, representing approximately 19.3 per cent. of the issued ordinary share capital as at 28 November 2022 for a maximum aggregate consideration of GBP5 million.

The Tender Offer is expected to close at 1.00 p.m. (UK time) on 9 January 2023 and tenders received after that time will not be accepted (unless the Tender Offer is extended). The Tender Offer will be subject to customary conditions, details of which are set out in the Circular.

Tender Price

The Tender Price is 40 pence per Ordinary Share.

Individual Tender Entitlement

The Tender Offer enables Qualifying Shareholders who wish to realise some of their investment in Ordinary Shares to elect to do so (subject to the overall limits applicable to the Tender Offer).

Qualifying Shareholders whose name appear on the Register at the Tender Offer Record Date will be entitled to sell up to their Individual Tender Entitlement of 19.26% (which will be calculated by reference to registered shareholdings as at the Tender Offer Record Date and will be rounded down to the nearest whole number of Ordinary Shares).

Repurchase Agreement

The Company has today entered into a Repurchase Agreement with Panmure Gordon under it which agrees that, immediately following the purchase by Panmure Gordon of the Repurchased Tendered Shares, the Company will purchase from Panmure Gordon all such shares at the Tender Price. All transactions will be carried out on the London Stock Exchange.

Director and Substantial Shareholder Intentions

The Directors will not tender any of their own Ordinary Shares under the Tender Offer.

Kestrel Partners LLP has today entered into an irrevocable undertaking to accept the Tender Offer in respect of its Individual Tender Entitlement.

Expected Timetable of Events

An announcement will be made via a Regulatory Information Service if the timetable changes.

 
 Tender Offer opens                                                3 December 2022 
 Latest time and date for receipt of Forms of              11.00 a.m. on 9 January 
  Proxy                                                                       2023 
 Latest time and date for receipt of Tender                 1.00 p.m. on 9 January 
  Forms and TTE Instructions in CREST from Shareholders                       2023 
  in relation to the Tender Offer 
 Tender Offer Record Date                                   6.00 p.m. on 9 January 
                                                                              2023 
 General Meeting                                          11.00 a.m. on 11 January 
                                                                              2023 
 Announcement of the results of the General                        11 January 2023 
  Meeting and Tender Offer 
 Completion of purchase of Shares under the                        12 January 2023 
  Tender Offer 
 CREST accounts credited for revised, uncertificated               16 January 2023 
  holdings of Ordinary Shares (or, in the case 
  of unsuccessful tenders, for entire holdings 
  of Ordinary Shares) 
 CREST accounts credited in respect of Tender                      16 January 2023 
  Offer proceeds for uncertificated Ordinary 
  Shares 
 Cheques despatched in respect of Tender Offer              as soon as practicable 
  proceeds for certificated Ordinary Shares and              after 23 January 2023 
  balancing share certificates despatched 
 

Definitions

 
    Individual Tender Entitlement      the entitlement of each Shareholder (other 
                                        than a Restricted Shareholder) to tender up 
                                        to 19.26 per cent. of the Ordinary Shares 
                                        registered in such Shareholder's name on the 
                                        Tender Offer Record Date rounded down to the 
                                        nearest whole number; 
    Ordinary Shares                    ordinary shares of 0.4 pence each in the capital 
                                        of the Company; 
    Overseas Shareholder               a Shareholder who is not resident in, or a 
                                        citizen of, a territory outside the United 
                                        Kingdom and not resident in, or a citizen 
                                        of, any of the Restricted Territories; 
    Qualifying Shareholders            Shareholders entitled to participate in the 
                                        Tender Offer, being those who are on the Register 
                                        on the Tender Offer Record Date and who are 
                                        not Restricted Shareholders; 
    Restricted Shareholder             a Shareholder who is resident in, or a citizen 
                                        of, a Restricted Territory; 
    Restricted Territory               each of the United States, Canada, Australia, 
                                        New Zealand, the Republic of South Africa, 
                                        Japan and any other jurisdiction where the 
                                        mailing of the Tender Form or accompanying 
                                        documents into or inside such jurisdiction 
                                        would constitute a violation of the laws of 
                                        such jurisdiction; 
    Shareholder                        a holder of Ordinary Shares; 
    Tender Offer Record Date           6.00 p.m. on 9 January 2023 
 

Enquiries:

 
Smoove plc                                         Via Walbrook PR 
 Jesper With-Fogstrup, CEO 
 Michael Cress, CFO 
 
Panmure Gordon (UK) Limited (NOMAD 
 and Broker) 
 Dominic Morley 
 Erik Anderson                                 +44 (0)20 7886 2500 
 
Walbrook PR Limited                  smoove@walbrookpr.com or Tel: 
 Tom Cooper/ Nick Rome                               020 7933 8780 
 

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December 02, 2022 02:00 ET (07:00 GMT)