REG - Smoove PLC - Court Sanction of Scheme of Arrangement

SmooveAnnouncement

15/12/2023 12:15

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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

 

RECOMMENDED 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 (Rule 3 Adviser)  Tel: +44 (0)20 7220 0500

 Adrian Hadden / George Lawson / Hamish Waller

 Panmure Gordon (UK) Limited (NOMAD and Broker)      Tel: +44 (0)20 7886 2500

 Dominic Morley

Amrit Mahbubani

 Deutsche Numis (Financial adviser to PEXA)          Tel: +44 (0)20 7260 1000
 Simon Willis, Stuart Ord, William Wickham

 Walbrook PR Limited                                 smoove@walbrookpr.com or Tel: 020 7933 8780

 Tom Cooper/ Nick Rome

 

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.

 

 

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