TIDMSMV
RNS Number : 2445A
Smoove PLC
22 May 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION.
THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF
THE CODE. THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE NOR
AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
22 May 2023
Smoove plc
("Smoove" or the "Company")
Extension of deadline under Rule 2.6(c) of the Code
On 24 April 2023, the Company announced that it was in early
discussions with PEXA Group Limited ("PEXA"), regarding a possible
cash offer for the entire issued and to be issued share capital of
the Company.
PEXA was previously required in accordance with Rule 2.6(a) of
the City Code on Takeovers and Mergers (the "Code"), by no later
than 5.00 p.m. on 22 May 2023, either to announce a firm intention
to make an offer for Smoove or to announce that it does not intend
to make an offer for Smoove, in which case the announcement will be
treated as a statement to which Rule 2.8 of the Code applies.
Discussions between the parties remain ongoing and, to allow
further time for these discussions to continue, in accordance with
Rule 2.6(c) of the Code, the Board has requested, and the Panel on
Takeovers and Mergers (the "Takeover Panel") has consented to, an
extension to the deadline by which PEXA is required either to
announce a firm intention to make an offer for Smoove in accordance
with Rule 2.7 of the Code or to announce that it does not intend to
make an offer, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Code applies. Such announcement
must now be made by not later than 5.00 p.m. on 16 June 2023. This
deadline can be further extended by the Board, with the consent of
the Takeover Panel in accordance with Rule 2.6(c) of the Code.
There can be no certainty either that an offer will be made nor
as to the terms of any offer, if made. A further announcement will
be made as and when appropriate.
The Company remains in an "offer period" in accordance with the
rules of the Code and the attention of shareholders is drawn to the
disclosure requirements of Rule 8 of the Code, which are summarised
below.
Enquiries:
Smoove plc Via Walbrook PR
Jesper With-Fogstrup, CEO
Michael Cress, CFO
Cenkos Securities plc (Rule 3 Adviser) Tel: 020 7397 8900
Adrian Hadden / Stephen Keys / George
Lawson
Panmure Gordon (UK) Limited (NOMAD
and Broker)
Dominic Morley
Amrit Mahbubani +44 (0)20 7886 2500
Walbrook PR Limited smoove@walbrookpr.com or Tel:
Tom Cooper/ Nick Rome 020 7933 8780
This Announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No 596/2014 (as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018). Upon publication of this announcement, this
inside information will be considered to be in the public domain.
The person responsible for arranging the release of this
announcement on behalf of the Company is Wallbrook PR.
Important notices
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or solicitation of any offer
to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of, any securities or the solicitation of any vote or
approval in any jurisdiction, whether pursuant to this announcement
or otherwise.
The release, distribution or publication of this announcement in
jurisdictions outside the United Kingdom may be restricted by laws
of the relevant jurisdictions and therefore persons into whose
possession this announcement comes should inform themselves about,
and observe, any such restrictions. Any failure to comply with the
restrictions may constitute a violation of the securities law of
any such jurisdiction.
Disclaimer
Cenkos Securities plc is acting for the Company and or no one
else in connection with the matters set out in this announcement
and will not be responsible to anyone other than Smoove for
providing the protections afforded to clients of Cenkos for
providing advice in relation to the possible offer, the contents of
this announcement or any other matters referred to in this
announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4)
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on a website
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement will be available, subject to certain
restrictions relating to persons resident in restricted
jurisdictions, on the Company's website no later than 12 noon
(London time) on 23 May 2023. The content of the website referred
to in this announcement is not incorporated into and does not form
part of this announcement.
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END
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