Extension of deadline under Rule 2.6(c)
11/08/2023 07:00
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RNS Number : 9986I Smoove PLC 11 August 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
11 August 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.
Smoove can confirm that constructive discussions have continued between the
parties and that a formal due diligence process is now well advanced. In order
to allow for due diligence 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 8 September 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) +44 (0)20 7886 2500
Dominic Morley
Amrit Mahbubani
Walbrook PR Limited smoove@walbrookpr.com or Tel: 020 7933 8780
Tom Cooper/ Nick Rome
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 14 August 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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