PEXA Group Statement – Smoove Plc
26/04/2023 07:00
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RNS Number : 4334X PEXA Group Limited 26 April 2023
26 April 2023
PEXA Group Statement - Smoove Plc
PEXA Group Limited (ASX: PXA) ("PEXA Group") notes the recent announcement
made by Smoove Plc ("Smoove") dated 24 April 2023 concerning early-stage
discussions regarding a potential takeover offer by PEXA Group for Smoove.
As disclosed at our most recent half year results presentation, PEXA Group
continues to review appropriate opportunities for inorganic growth both
domestically and overseas. The early-stage discussions with Smoove are
consistent with this strategy.
Since discussions are at a very early-stage, there is no certainty that any
offer will be made nor as to the terms of any such offer. If an offer is made,
however, it would be likely to be made solely in cash, subject to the
qualifications referred to in the section headed "UK Takeover Code" at the end
of this announcement.
PEXA Group confirms that it remains in compliance with its disclosure
obligations and will ensure the market remains appropriately informed should
there be any relevant developments.
This announcement has been authorised by Glenn King, Managing Director and
Chief Executive Officer of PEXA Group Limited.
-ENDS-
For further information please contact:
Investors
Australian Media UK
media
Ronn Bechler
Clive Mathieson
Chanice
Smith; Issie Rees-Davies
Automic Markets
Cato & Clive
MHP
M: +61 400 009 774
M: +61 411 888 425
E: ronn.bechler@automicgroup.com.au (mailto:ronn.bechler@automicgroup.com.au)
E: clive@catoandclive.com (mailto:clive@catoandclive.com)
E: pexa@mhpc.com (mailto:pexa@mhpc.com)
Financial adviser to PEXA Group
Simon Willis, Stuart Ord, William Wickham
Numis
M: +44 20 7260 1000
Important Notice
Numis Securities Limited ("Numis"), which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting as financial
adviser to PEXA Group, and no one else, in connection with the matters set out
in this announcement, and will not be responsible to anyone other than the
Board of PEXA Group for providing the protections afforded to clients of Numis
nor for providing advice in relation to the contents of this announcement or
any other matter or arrangement referred to herein. Neither 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 Numis in connection
with this announcement, any matter, arrangement or statement contained or
referred to herein or otherwise.
UK Takeover Code
PEXA Group's discussions with Smoove Plc are subject to the rules of the UK
City Code on Takeovers and Mergers ("UK Takeover Code"). The UK Takeover Code
requires PEXA Group to make a number of disclosures and take various actions
in order to satisfy its requirements. A summary of those requirements are set
out below.
Form / Mix of consideration that could potentially be offered
In connection with the possibility of PEXA Group making a cash offer for
Smoove (if it were so inclined), PEXA Group reserves the right to vary the
form and / or mix of the consideration it would offer.
Deadline for clarifying intentions under the UK Takeover Code
In accordance with Rule 2.6(a) of the UK Takeover Code, PEXA Group is
required, by not later than 5.00 p.m. (London time) on 22 May 2023, to
announce a firm intention to make an offer for Smoove in accordance with Rule
2.7 of the UK Takeover Code or 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 UK Takeover Code applies. This deadline can be extended with
the consent of the UK Takeover Panel in accordance with Rule 2.6(c) of the UK
Takeover Code.
PEXA Group's dealings in Smoove shares
In accordance with Rule 2.4(c)(iii) of the UK Takeover Code, PEXA Group
confirms that it is not aware of any dealings in Smoove shares that would
require it to offer a minimum level, or a particular form, of consideration
for Smoove's shares under Rule 6 or Rule 11 of the UK Takeover Code. However,
it has not been practicable for PEXA Group to make enquiries of all persons
acting in concert with it prior to the date of this announcement in order to
confirm whether any details are required to be disclosed under Rule
2.4(c)(iii) of the UK Takeover Code. To the extent that any such details are
identified following such enquiries, PEXA Group will make an announcement
disclosing such details as soon as practicable, and in any event by no later
than the time it is required to make its Opening Position Disclosure under
Rule 8.1 of the UK Takeover Code.
Holding and Dealing Disclosure Requirements of the UK Takeover Code
Under Rule 8.3(a) of the UK Takeover Code, any person who is interested in 1%
or more of any class of relevant securities of an offeree company (in this
case, Smoove) 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 UK Takeover 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 UK 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 UK Takeover 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.
Website display
In accordance with Rule 26.1 of the UK Takeover Code, a copy of this
announcement and the documents required to be published under Rule 26 of the
UK Takeover Code, will be made available free of charge, subject to certain
restrictions relating to persons resident in certain restricted jurisdictions,
on PEXA Group's website at https://investors.pexa.com.au/investor-centre/
(https://investors.pexa.com.au/investor-centre/) by no later than 12 noon
(London time) on the first business day following the date of this
announcement. For the avoidance of doubt, the content of PEXA Group's website
nor the contents of any websites accessible from any hyperlinks are
incorporated into or form part of this announcement.
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