Smoove Share Discussion Threads

[masurenguy] 19/12/2023 14:06

Scheme of Arrangement becomes Effective
Smoove and Digcom UK Holdings Limited, an indirect subsidiary undertaking of PEXA Group Limited, announced that they had reached agreement on the terms and conditions of a recommended cash acquisition by Digcom of the entire issued share capital of Smoove. Further to the announcement made by Smoove on 15 December 2023, the Scheme has now become Effective in accordance with its terms. The entire issued share capital of Smoove is now owned or controlled by PEXA, and the Acquisition has therefore completed. Under the terms of the Scheme, Shareholders on the register of members of Smoove at 6.00 p.m. on 18 December 2023 will be entitled to receive 54p in cash for each Scheme Share held. Settlement of the consideration will be effected no later than 2 January 2024.

Suspension and cancellation of admission to trading of Smoove Shares

Trading in Smoove Shares was suspended from 7.30 a.m. today and the cancellation of the admission to trading of Smoove Shares on AIM is expected to be effective from 7.00 a.m. on 20 December 2023.

[tabhair] 23/11/2023 10:56

What is the delay in sanctioning the scheme and paying out shareholders?

[masurenguy] 16/10/2023 06:10

Timetable

The Scheme Document contains an expected timetable of principal events in relation to the Scheme, which is also set out in the Appendix to this Announcement. Subject to obtaining the approval of the requisite majority of Scheme Shareholders at the Court Meeting, the requisite majority of Smoove Shareholders at the General Meeting, the sanction of the Court and the satisfaction or, where applicable, waiver of the other Conditions (as set out the Scheme Document), the Scheme is expected to become Effective in calendar Q4 2023.

[masurenguy] 09/10/2023 23:08

Well I'm expecting 54p for my shares.

[red ninja] 09/10/2023 21:28

Kestrel shares are committed for the deal, but the pay off is reasonable at 52p

[earwacks] 09/10/2023 16:10

Kesterel busy buying shares last week for clients . All looks a bit fishy to me.another deal going on?

[yump] 08/10/2023 17:31

Its 'maths'. If you use 'math', you're not allowed by law to comment on the UK.

We don't deserve decent politicians. As you have demonstrated, large swathes of the population decide they are in one camp regardless and the other one is evil. That is amply demonstrated by the convenient forgetting of stuff that their own 'side' did in the past.

[red ninja] 05/10/2023 19:28

Investor's Champion comment on the offer (it's no surprise) :-



"Formal offer (04/10/23)
On 24 April 2023 the Company announced that it was in early discussions with PEXA Group Limited, regarding a possible cash offer for the Company.

After several extensions of the deadline, PEXA has now formally made an offer of 54 pence per Smoove share valuing Smoove at approximately £30.8m. The price represents a premium of approximately 69% to the closing price of 31.9 pence on 21 April 2023, being the last business day before the commencement of the offer period. It looks another low-ball offer to us!"

[yump] 05/10/2023 11:59

Take away the turmoil of the last few years and the interest rate issue and SMV were in a great market for establishing a substantial business, that nobody else seems to be addressing. Unfortunately the gains from that are now out of reach, although given current housing market future it would have been a fair few years to wait.

What’s the betting that if the market recovers in a few years, we’ll see the same business with a new title, floated at a premium ?

[earwacks] 05/10/2023 08:10

At least the agony is over of this long drawn out affair. The new guy at Pexa got Smexit done. Just like Boris, screwed us over. At least it release us to the opportunity to invest somewhere else. I hope Pexa succeed in rebuilding a fairer and saner house purchasing system which has been needed as long as an overhaul of the tobacco industry. Ridiculous how long and how much effort it takes. I think Smv have been unfortunate in their timing. Either ten years too late or 5 years too early. Its impossible to get it right! Good luck all in your new investments

[value viper] 05/10/2023 07:00

Fair comment Mas - yes this would seem a better deal for Pexa than long term Smoove shareholders - just no real premium bids happening in these marketsFine to make some money if lucky enough from the lowers levels Another AIM company to drop off the screen

[masurenguy] 05/10/2023 00:58

A very disappointing acquisition price. At the year end in March 23 they had circa £10m in cash. Even if this has declined by say 20% to £8m on the half year at the end of September, the actual EV purcahase price of circa £31m would then effectively be 40p, which is the same price as the tender offer to shareholders last December. While I'll come out with a capital gain of circa 30% I was looking for a much higher premium based upon the investment in Digital Move and the recent deal signed with MAB.

[paulsavannah] 04/10/2023 17:34

Kestrel will be nursing a loss from their initial investments over this past few years.

[paulsavannah] 04/10/2023 17:33

54p is that not very cheap considering it's a full cash bid. I expected much more when you look at the amount of cash held as well as the actual company value.

[sidam] 04/10/2023 17:07

Just below my bottom range target, but at least some welcome cash and at last a bid.

[masurenguy] 25/9/2023 07:28

Good spot earwacks.

News Release
For immediate release – Tuesday 19th September 2023

Joe Pepper appointed PEXA’s UK Chief Executive Officer

PEXA Group Limited today announced the appointment of senior executive Joe Pepper as UK CEO, charged with delivering the game changing PEXA solution to UK customers and industry. PEXA Group Managing Director and Chief Executive Officer, Mr Glenn King, said Mr Pepper was a seasoned executive with over 25 years business process re-engineering executive experience across the financial, legal and property sectors - the last 10 years in delivering technology solutions to the UK conveyancing and lending markets. “His experience particularly in the past decade in both sectors makes him a uniquely ideal candidate to deliver on our PEXA UK strategy into FY24 and beyond,” Mr King said. “Joe is a driven business leader with an outstanding record for delivering growth in multiple roles across different companies and sectors,” Mr King said.

Mr Pepper’s appointment follows an extensive external search. He was until recently the Chief Executive Officer of TM Group, a leading proptech company where he spearheaded the company’s growth to more than £60m annual revenue and over 300 employees. The company was recently sold to investment firm Aurelius for up to £91m. His other key executive roles include Managing Director of EDM Mortgage Support Services; Business Development Director for RR Donnelley Global Document Solutions; and banking operations and sales executive roles with UBS Investment Bank and ABN Amro. “Joe is passionate about making a change in the purchasing landscape and is excited to lead PEXA’s UK growth agenda,” Mr King said. “We are at an exciting juncture in our PEXA UK growth story where we are laser focussed on executing our strategy. We have made good progress, launching PEXA Pay and PEXA Go, onboarded lenders onto our platform, and acquired Optima Legal to strengthen our PEXA rollout. “Our experience in the market has convinced us that there is a strategic need for the PEXA platform with stakeholders positive about the improved customer experience. Leveraging Optima Legal in conjunction with PEXA UK will be important to unlocking this opportunity to fundamentally improve the operation of the property market in the UK,” Mr King said.

Mr Pepper will commence on 2 October. He will sit on the PEXA Group Executive Team and become a member of the PEXA UK Board chaired by John Hooper.

[earwacks] 25/9/2023 07:17

New boss at Pexa UK according to poster on lse. Might partially explain the tedious nature of this ridiculously long drawn out affair. Interest rates steady, fixed rates dropping, inflation steady, signs of activity in the housing market. Due diligence completed. This is a great business, time to put up or FO!

[badday] 08/9/2023 13:45

Deadlines are useful if bid is hostile.

[yump] 08/9/2023 13:43

What's the point of the deadlines at all ? Are they just required legally - but that makes no sense if they can just be changed over and over.

[red ninja] 08/9/2023 07:50

The DD is substantially complete ie not totally complete.

I would not be surprised to see a part upfront cash and part deferred cash on future performance deal, given that the housing market is depressed at the moment.

[masurenguy] 08/9/2023 07:46

If the DD has been completed and they're proceeding to the drafting of the transactional documents stage, it's strange why they still cannot make an announcement revealing the offer price from PEXA. Presumably the BoD is prepared to recommended shareholder acceptance of the proposed deal otherwise how can they now be processing this to an agreed transaction. Red Ninja's point above "I wonder if that means it will not be an all upfront cash deal?" might be one possible explanation.

[earwacks] 08/9/2023 07:29

Perhaps we could have a whip round and buy them a calculator

[sidam] 08/9/2023 07:16

Well the good news is that Due Diligence has not found anything yet to justify walking away. Documentation should not take very long. It is usually, in my experience, mainly written by lawyers anyway. So just the price? My view is that it will fall between the stock option hurdle prices or 55 to 80p. My guess is at the low end if the range.

[red ninja] 08/9/2023 07:14

I see it says

"In order to allow time for, amongst other things, the parties to progress the drafting of the relevant transaction documentation"

I can't see that if it was an upfront all cash deal it would take any time.
I mean they should already have the doc for that on hand.

I wonder if that means it will not be an all upfront cash deal ?