Launch of Tender Offer
02/12/2022 07:00
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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 £5 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 Proxy 11.00 a.m. on 9 January 2023
Latest time and date for receipt of Tender Forms and TTE Instructions in CREST 1.00 p.m. on 9 January 2023
from Shareholders 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 Meeting and Tender Offer 11 January 2023
Completion of purchase of Shares under the Tender Offer 12 January 2023
CREST accounts credited for revised, uncertificated holdings of Ordinary 16 January 2023
Shares (or, in the case of unsuccessful tenders, for entire holdings of
Ordinary Shares)
CREST accounts credited in respect of Tender Offer proceeds for uncertificated 16 January 2023
Ordinary Shares
Cheques despatched in respect of Tender Offer proceeds for certificated as soon as practicable after 23 January 2023
Ordinary Shares and 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) +44 (0)20 7886 2500
Dominic Morley
Erik Anderson
Walbrook PR Limited smoove@walbrookpr.com or Tel: 020 7933 8780
Tom Cooper/ Nick Rome
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