Smoove PLC Launch of Tender Offer (3495I)
02 December 2022 - 6:00PM
UK Regulatory
TIDMSMV
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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