TIDMTSL
RNS Number : 3750G
ThinkSmart Limited
15 November 2022
15 November 2022
ThinkSmart Limited
("ThinkSmart" or the "Company" which together with its subsidiaries is the "Group")
Update on Scheme - Excluded Shareholder Elections
ThinkSmart Limited (AIM: TSL) refers to the proposed acquisition
of ThinkSmart by Tuscan Equity Pty Ltd ("Bidco") by way of a scheme
of arrangement under the Australian Corporations Act 2001 (Cth)
(the "Scheme"), as announced on 29 July 2022 and referred to in its
subsequent announcements regarding the Scheme, which will be voted
on by ThinkSmart shareholders at the meetings to be held on 16
November 2022.
As noted in the Scheme Booklet, the "Excluded Shareholders" are
those ThinkSmart shareholders who are associated with Bidco and Mr
Ned Montarello, ThinkSmart's Executive Chairman and CEO. Whilst
ThinkSmart shareholders other than Excluded Shareholders will
receive the Cash Consideration (as defined in the Scheme Booklet)
if the Scheme is implemented, the Excluded Shareholders can elect
to receive either the Cash Consideration or Bidco shares (or a
combination thereof) as consideration under the Scheme.
As noted in ThinkSmart's RNS announcements on 4 November 2022
and 8 November 2022, a total of 1,105,669 ThinkSmart shares have
been issued pursuant to the exercise of existing options since the
publication of the Scheme Booklet. As a result of the issue of
these shares, there are currently 107,693,483 ThinkSmart shares on
issue, 31,842,286 of which are held by the Excluded Shareholders.
The remaining 573,863 currently unexercised share options are not
expected to be exercised prior to implementation of the Scheme.
ThinkSmart is pleased to advise that, in accordance with the
terms of the Scheme, the Excluded Shareholders have together
elected to receive Cash Consideration in respect of 5,720,330 of
their ThinkSmart Shares if the Scheme is implemented. The balance
of the Excluded Shareholders' combined shareholding (26,121,956
ThinkSmart shares) will therefore be exchanged for Bidco shares if
the Scheme is implemented.
In total this means that 81,571,527 of ThinkSmart's 107,693,483
shares on issue will be eligible to receive Cash Consideration
under the Scheme (assuming no further share options are exercised).
As such, if the Scheme is implemented (with no further share
options exercised) then 468,667 of ThinkSmart's holding of 618,750
shares in Block Inc will be sold on the NYSE to determine and fund
the Cash Consideration (on the terms described in the Scheme
Booklet).
For full information regarding the Scheme, ThinkSmart
shareholders should refer to the Scheme Booklet, access details for
or copies of which were sent to ThinkSmart shareholders on 24
October 2022 and which is also available on ThinkSmart's website at
www.thinksmartworld.com .
For further information please contact:
ThinkSmart Limited Via Buchanan
Canaccord Genuity Li mi ted (Nominated
Adviser and Broker)
Emma Gabriel
Andrew Potts
Tom Diehl +44 (0)20 7523 8350
Buchanan
Giles Stewart
Chris Lane
Toto Berger +44 20 7466 5000
Prior to publication the information communicated in this
announcement was deemed by the Company to constitute inside
information for the purposes of article 7 of the Market Abuse
Regulations (EU) No 596/2014 as amended by regulation 11 of the
Market Abuse (Amendment) (EU Exit) Regulations No 2019/310 ('MAR').
With the publication of this announcement, this information is now
considered to be in the public domain.
Notes to Editors
About ThinkSmart Limited
ThinkSmart's roots are as a specialist digital payments platform
business. Following the sale of its remaining 10% shareholding in
Clearpay in January 2022, the Group holds shares in NYSE listed
Block, Inc (NYSE: SQ). The Group also provides an outsourced call
centre customer service and support service to Clearpay and is
managing the wind-down of its leasing business.
Further information
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an 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 Scheme or otherwise, nor shall there
be any sale, issuance or transfer of securities of ThinkSmart in
any jurisdiction in contravention of applicable law. The Scheme
will be implemented in accordance with the Scheme Implementation
Deed and the Scheme Booklet, which will contain the full terms and
conditions of the Scheme including details of how to vote in
respect of the Scheme. Any vote in respect of the Scheme or other
response in relation to the Scheme should be made on the basis of
the information contained in the Scheme Booklet. This announcement
does not constitute a prospectus, prospectus equivalent document or
an exempted document.
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser.
Overseas shareholders
The release, publication or distribution of this announcement in
or into jurisdictions other than Australia or the UK may be
restricted by law and therefore any persons who are subject to the
law of any jurisdiction other than Australia or the UK should
inform themselves of, and observe, any applicable legal or
regulatory requirements. Any failure to comply with such
requirements 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 Scheme
disclaim any responsibility or liability for the violation of such
restrictions by any person. This announcement has been prepared in
accordance and for the purpose of complying with Australian law,
English law, the AIM Rules, the Market Abuse Regulation and the
Disclosure Guidance and Transparency Rules and information
disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside
Australia or England.
The availability of the Scheme to ThinkSmart Shareholders who
are not resident in and citizens of Australia or the UK may be
affected by the laws of the relevant jurisdictions in which they
are located or of which they are citizens. Persons who are not
resident in Australia or the UK should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdictions. In particular, the ability of persons who are not
resident in Australia or the UK to vote their ThinkSmart Shares
with respect to the Scheme at the Scheme Meeting, or to appoint
another person as proxy to vote at the Scheme Meeting on their
behalf, may be affected by the laws of the relevant jurisdictions
in which they are located. 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 Scheme disclaim any responsibility or liability for the
violation of such restrictions by any person.
Forward looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Scheme, and other information published by Bidco or ThinkSmart may
contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
Bidco and ThinkSmart about future events, and are therefore subject
to risks and uncertainties which could cause actual results to
differ materially from the future results expressed or implied by
the forward-looking statements.
The forward-looking statements contained in this announcement
include statements relating to the expected effects of the Scheme
on Bidco and ThinkSmart (including their future prospects,
developments and strategies), the expected timing and scope of the
Scheme and other statements other than historical facts. Often, but
not always, forward-looking statements can be identified by the use
of forward-looking words such as "plans", "expects", "estimates",
"forecasts", "intends" or "anticipates", or variations of such
words and phrases or statements that certain actions, events or
results "may", "could", "should", "would", "might" or "will" be
taken, occur or be achieved. Although Bidco and ThinkSmart believe
that the expectations reflected in such forward-looking statements
are reasonable, Bidco and ThinkSmart can give no assurance that
such expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur
in the future. There are a number of factors that could cause
actual results and developments to differ materially from those
expressed or implied by such forward-looking statements.
These factors include, but are not limited to: the ability to
complete the Scheme; the ability to obtain requisite regulatory and
shareholder approvals and the satisfaction of other conditions on
the proposed terms and timetable; changes in general economic and
business conditions; the behaviour of other market participants;
the anticipated benefits from the proposed transaction not being
realised as a result of changes in general economic and market
conditions; weak, volatile or illiquid capital and/or credit
markets; changes in tax rates, interest rate and currency value
fluctuations; the degree of competition in the geographic and
business areas in which ThinkSmart operates and changes in laws or
in supervisory expectations or requirements. Other unknown or
unpredictable factors could cause actual results to differ
materially from those in the forward-looking statements. Such
forward-looking statements should therefore be construed in the
light of such factors. Neither Bidco nor ThinkSmart, nor any of
their respective associates or directors, officers or advisers,
provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually
occur. You are cautioned not to place any reliance on these
forward-looking statements. Other than in accordance with their
legal or regulatory obligations, neither Bidco nor ThinkSmart is
under any obligation, and Bidco and ThinkSmart expressly disclaim
any intention or obligation, to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
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contained in this communication, and to share such analysis on an
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For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
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November 15, 2022 02:00 ET (07:00 GMT)
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