REG - Smoove PLC - Directors’ Dealings & Holdings in Company

SmooveAnnouncement

09/10/2023 15:30

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RNS Number : 4590P  Smoove PLC  09 October 2023

Smoove Plc

 

Directors' Dealings & Holdings in Company

 

Smoove plc (LSE: SMV, "Company" or "SMV") received notification on 06 October
2023 from Kestrel Partners LLP ("Kestrel") that on 06 October 2023 it
purchased for its discretionary clients a total of 1,300,000 ordinary shares
of 0.4p each ("Shares") in the Company at an average price of 52 pence per
share. The notification also included the matters set out below.

 

Mr Scott, a non-executive director of SMV, is a partner of Kestrel. Mr Scott
is also a shareholder in one of Kestrel's clients ("Kestrel Opportunities")
and is therefore deemed to have a beneficial interest in Kestrel
Opportunities' entire legal holding in SMV.

 

Following this notification, Kestrel Opportunities holds (and consequently Mr
Scott is deemed to have a beneficial interest in) 10,683,634 Shares in the
Company, and other clients of Kestrel, in which Mr Scott has no beneficial
interest hold 6,327,461 Shares in the Company.

 

On a combined basis, Kestrel indirectly holds voting rights over 17,011,095
Shares in the Company, which represents 29.84 per cent of the Company's issued
share capital.

 

Kestrel's interest in the Shares in the Company is held through the following
nominees:

 

 Holding type                                                                   Nominee                        No. of shares  % of issued share capital
 Indirect                                                                       Bank of New York Nominees Ltd  10,683,634     18.74%
 Indirect                                                                       JIM Nominees Limited           397,434        0.70%
 Indirect                                                                       Bank of New York Nominees Ltd  4,381,527      7.68%

 Indirect                                                                       Northern Trust Company AVFC    1,548,500      2.72%

 

It was disclosed in the announcement of 4 October 2023 that Kestrel has signed
an agreement with Digcom UK Holdings Limited (an indirect subsidiary of PEXA
Group Limited). Pursuant to the agreement Kestrel irrevocably committed to
vote the 15,711,095 shares in the Company (that it controlled on 4 October) in
favour of the resolutions to implement the terms of the recommended cash
acquisition by Digcom of the entire issued and to be issued share capital of
the Company to be sanctioned by was of a court sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Irrevocable"). The
additional 1,300,000 shares disclosed as being purchased in this announcement
will, under the terms of the Irrevocable, also be irrevocably committed to be
voted in favour of the resolutions.

 

For further information contact:

 Smoove plc                                        Via Walbrook PR
 Jesper With-Fogstrup, CEO
 Michael Cress, CFO

 Panmure Gordon (UK) Limited (Nomad & Broker)      Tel: 020 7886 2500
 Dominic Morley

 Rupert Dearden

 Walbrook PR Limited                               smoove@walbrookpr.com or Tel: 020 7933 8780
 Tom Cooper/ Nick Rome

 

 

 

 

ANNEX

 

Template for notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely associated with
them

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Kestrel Partners LLP ('Kestrel')

 2    Reason for the notification

 a)   Position/status                                              PCA - Oliver Rupert Andrew Scott (non-executive director of Smoove plc and

                                                            Partner in Kestrel)

 b)   Initial notification /Amendment                              Initial

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Smoove plc

 b)   LEI                                                          213800TDUOUSIQT2OT29

 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted

 a)   Description of the financial instrument, type of instrument  0.4p Ordinary Shares

      Identification code

                                                                   ISIN: GB00BNG8T458

 b)   Nature of the transaction                                    Purchase

 c)   Price(s) and volume(s)                                       Purchase

                                                            06 October 2023
                                                                   Price(s) pence  Volume(s)

                                                                   52 pence        1,300,000 shares

 d)   Aggregated information

      - Aggregated volume                                          Total Purchase of 1,300,000 shares at an average of 52 pence.

      - Price
 e)   Date of the transaction                                      06 October 2023

 f)   Place of the transaction                                     London AIM

d)

 

Aggregated information

- Aggregated volume

- Price

 

Total Purchase of 1,300,000 shares at an average of 52 pence.

 

e)

 

Date of the transaction

 

06 October 2023

 

f)

 

Place of the transaction

London AIM

 

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