TIDMSMV
RNS Number : 0164X
Smoove PLC
15 December 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
15 December 2023
RECOMMED CASH ACQUISITION
of
SMOOVE PLC
by
DIGCOM UK HOLDINGS LIMITED
(an indirect subsidiary undertaking of PEXA Group Limited)
Court Sanction of Scheme of Arrangement
On 4 October 2023, the boards of Smoove plc ("Smoove") and
Digcom UK Holdings Limited ("Digcom"), an indirect subsidiary
undertaking of PEXA Group Limited ("PEXA"), announced that they had
reached agreement on the terms and conditions of a recommended cash
acquisition by Digcom of the entire issued and to be issued share
capital of Smoove (the "Acquisition"). The Acquisition is to be
implemented by way of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006, which requires the
approval of Smoove Shareholders and the sanction of the Court (the
"Scheme").
Unless otherwise defined, all capitalised terms in this
announcement shall have the meanings given to them in the scheme
document published by Smoove on 16 October 2023 in connection with
the Scheme (the "Scheme Document").
Court Sanction of the Scheme
The Board of Smoove is pleased to announce that the Court has
today issued the Court Order sanctioning the Scheme pursuant to
which the Acquisition is being implemented.
All of the Conditions to the Acquisition have been satisfied or
waived other than the delivery of a copy of the Court Order to the
Registrar of Companies. This is expected to take place on 19
December 2023, at which point the Scheme will become Effective.
Next Steps
Following the sanctioning of the Scheme, the Board of Smoove
confirms that it has allotted 43,666 new ordinary shares of 0.4
pence each in the capital of Smoove (the "New Ordinary Shares").
Admission of the New Ordinary Shares to trading on AIM is expected
to occur at 8.00 a.m. on 18 December 2023.
The last day and time for dealings in, and for registrations of
transfers , and disablement in CREST, of Smoove Shares is expected
to be 18 December 2023. Trading in Smoove Shares on AIM will be
suspended with effect from 7.30 a.m. on 19 December 2023.
It is expected that, subject to the Scheme becoming Effective,
the cancellation of admission to trading of Smoove Shares on AIM
will take effect from 7.00 a.m. on 20 December 2023.
A further announcement will be made when the Scheme becomes
Effective.
If any of the expected times and/or dates change, the revised
time and/or dates will be notified to Smoove Shareholders by
announcement through a Regulatory Information Service.
Enquiries:
Smoove plc Via Walbrook PR
Jesper With-Fogstrup, CEO
Michael Cress, CFO
Cavendish Capital Markets Limited Tel: +44 (0)20 7220 0500
(Rule 3 Adviser)
Adrian Hadden / George Lawson / Hamish
Waller
Panmure Gordon (UK) Limited (NOMAD Tel: +44 (0)20 7886 2500
and Broker)
Dominic Morley
Amrit Mahbubani
Deutsche Numis (Financial adviser Tel: +44 (0)20 7260 1000
to PEXA)
Simon Willis, Stuart Ord, William
Wickham
Walbrook PR Limited smoove@walbrookpr.com or Tel:
Tom Cooper/ Nick Rome 020 7933 8780
Shoosmiths LLP is acting as legal adviser to Smoove.
Addleshaw Goddard LLP is acting as legal adviser to PEXA and
Digcom.
IMPORTANT NOTICES
Further information
This announcement is for information purposes only and is not
intended to, and does not constitute, or form any part of any
offer, invitation or the solicitation of an 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, pursuant to the Acquisition or otherwise, nor shall
there be any sale, issuance, exchange or transfer of securities of
Smoove or such solicitation in any jurisdiction in contravention of
applicable law. The Acquisition is made and will be implemented
solely pursuant to the terms of the Scheme Document and the
accompanying Forms of Proxy. Any approval or decision in respect
of, or other response to, the Acquisition should be made only on
the basis of the information contained in the Scheme Document.
Smoove and Digcom urge Smoove Shareholders to read the Scheme
Document because it contains important information relating to the
Acquisition.
This announcement does not constitute a prospectus, prospectus
equivalent document or an exempted document.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and publication of this announcement shall not
give rise to any implication that there has been no change in the
facts set forth in this announcement since such date.
Disclaimers
Numis Securities Limited ("Deutsche Numis"), which is authorised
and regulated in the United Kingdom by the Financial Conduct
Authority, is acting as financial adviser to Digcom and PEXA, and
no one else, in connection with the matters set out in this
announcement, and will not be responsible to anyone other than the
Boards of Digcom and PEXA for providing the protections afforded to
clients of Deutsche Numis nor for providing advice in relation to
the contents of this announcement or any other matter or
arrangement referred to herein. Neither Deutsche Numis nor any of
its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Deutsche Numis in connection with this
announcement, any matter, arrangement or statement contained or
referred to herein or otherwise.
Cavendish Securities plc ("Cavendish") is acting for Smoove and
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
Cavendish for providing advice in relation to the possible offer,
the contents of this announcement or any other matters referred to
in this announcement.
Overseas jurisdictions
This announcement has been prepared in accordance with, and for
the purposes of complying with, English law, the Takeover Code, the
Market Abuse Regulation and the AIM Rules, and information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside of England.
The release, publication or distribution of this announcement
in, into or from jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe, any applicable
requirements.
The availability of the Acquisition to Smoove Shareholders who
are not resident in and citizens of the United Kingdom may be
affected by the laws of the relevant jurisdictions in which they
are located or of which they are citizen. Persons who are not
resident in the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdictions. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person. Further details in
relation to Overseas Shareholders are contained in the Scheme
Document.
Unless otherwise determined by Digcom or required by the
Takeover Code, and permitted by applicable law and regulation, the
Acquisition will not be made available, in whole or in part,
directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would constitute a violation of the relevant laws or
regulations of such jurisdiction. Copies of this announcement and
any formal documentation relating to the Acquisition are not being,
and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in or into or from any Restricted
Jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send it in or into or from any Restricted
Jurisdiction.
The Acquisition is subject to English law and the jurisdiction
of the Court, and the applicable requirements of the Takeover Code,
the Panel, the London Stock Exchange (including pursuant to the AIM
Rules) and the Registrar of Companies.
Notice to US investors in Smoove
The Acquisition relates to the shares of an English company with
a quotation on AIM and is being made by means of a scheme of
arrangement provided for under English company law. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US
Securities Exchange Act of 1934. Accordingly, the Acquisition is
subject to the disclosure requirements and practices applicable in
the United Kingdom to schemes of arrangement which differ from the
disclosure requirements of United States tender offer and proxy
solicitation rules. Neither the United States Securities and
Exchange Commission, nor any securities commission of any state of
the United States, has approved or disapproved any offer, or passed
comment upon the adequacy or completeness of any of the information
contained in this announcement. Any representation to the contrary
may be a criminal offence.
Financial information included in this announcement and the
Scheme Document has been or will have been prepared in accordance
with accounting standards applicable in the United Kingdom or
Australia (as applicable) that may not be comparable to financial
information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the United States.
The receipt of cash pursuant to the Acquisition by a US holder
of Smoove Shares as consideration for the transfer of its Scheme
Shares pursuant to the Scheme may be a taxable transaction for US
federal income tax purposes and under applicable US state and
local, as well as foreign and other, tax laws.
It may be difficult for US holders of Smoove Shares to enforce
their rights and any claim arising out of the US federal laws in
connection with the Acquisition, since Digcom and Smoove are
located in, and organised under the laws of, a non-US jurisdiction,
and some or all of their officers and directors may be residents of
a non-US jurisdiction. US holders of Smoove Shares may not be able
to sue a non-US company or its officers or directors in a non-US
court for violations of the US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject
themselves to a US court's jurisdiction or judgement.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Securities Exchange Act of 1934, Digcom, certain
affiliated companies and their nominees or brokers (acting as
agents), may from time to time make certain purchases of, or
arrangements to purchase, Smoove Shares outside of the US, other
than pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes Effective, lapses or is otherwise
withdrawn. Also, in accordance with Rule 14e-5(b) of the US
Securities Exchange Act of 1934, each of Deutsche Numis and
Cavendish will continue to act as an exempt principal trader in
Smoove Shares on the London Stock Exchange. If such purchases or
arrangements to purchase were to be made, they would occur either
in the open market at prevailing prices or in private transactions
at negotiated prices and comply with applicable law, including the
US Securities Exchange Act of 1934. Any information about such
purchases will be disclosed as required in the UK, will be reported
to the Regulatory News Service of the London Stock Exchange and
will be available on the London Stock Exchange website at
www.londonstockexchange.com.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one per cent. 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 p.m. (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 p.m. (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 Takeover Code, any person who is, or
becomes, interested in one per cent. 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 p.m. (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 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 website
In accordance with Rule 26.1 of the Takeover Code a copy of this
announcement and the documents required to be published under Rule
26 of the Takeover Code, will be made available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on PEXA's website at
https://investors.pexa.com.au/investor-centre and Smoove's website
at www.hellosmoove.com/investorrelations by no later than 12 noon
(London time) on the first business day following the date of this
announcement. For the avoidance of doubt, neither the contents of
these websites nor the contents of any websites accessible from any
hyperlinks are incorporated into or form part of this
announcement.
Neither the contents of PEXA's website, nor those of Smoove's
website, nor those of any other website accessible from hyperlinks
on either PEXA's or Smoove's websites, are incorporated into or
form part of this announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Smoove
Shareholders, persons with information rights and participants in
the Smoove Share Plans may request a hard copy of this announcement
by contacting Smoove's registrars, Equiniti, by: (i) submitting a
request in writing to Equiniti, Aspect House, Spencer Road,
Lancing, West Sussex BN99 6DA, United Kingdom; or (ii) calling +44
(0)371 384 2050 (if calling from outside of the UK, please ensure
the country code is used). Calls from outside the UK will be
charged at applicable international rates. Different charges may
apply to calls from mobile telephones Phone lines are open between
8.30 a.m. and 5.30 p.m. (London time), Monday to Friday (excluding
public holidays in England and Wales). Please note that Equiniti
cannot provide any financial, legal or tax advice and calls may be
recorded and randomly monitored for security and training
purposes.
For persons who receive a copy of this announcement in
electronic form or via a website notification, a hard copy of this
announcement will not be sent unless so requested. Such persons may
also request that all future documents, announcements and
information to be sent to them in relation to the Acquisition
should be in hard copy form.
This information is provided by RNS, the news service of the
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END
SOATABTTMTMBBTJ
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