REG - Smoove PLC - Scheme of Arrangement becomes Effective

SmooveAnnouncement

19/12/2023 10:30

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RNS Number : 3101X  Smoove PLC  19 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

 

19 December 2023

 

RECOMMENDED CASH ACQUISITION

 

of

 

SMOOVE PLC

 

by

 

DIGCOM UK HOLDINGS LIMITED

(an indirect subsidiary undertaking of PEXA Group Limited)

 

 

Scheme of Arrangement becomes Effective

 

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 being effected by way of a Court-sanctioned scheme of arrangement under
Part 26 of the Companies Act 2006 (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").

 

Further to the announcement made by Smoove on 15 December 2023 in relation to
the sanction of the Scheme by the Court, Smoove and Digcom are pleased to
announce that, following delivery of the Court Order to the Registrar of
Companies earlier today, the Scheme has now become Effective in accordance
with its terms. The entire issued share capital of Smoove is now owned or
controlled by PEXA, and the Acquisition has therefore completed.

 

Settlement of consideration

 

Under the terms of the Scheme, Scheme Shareholders on the register of members
of Smoove at 6.00 p.m. (being the Scheme Record Time) on 18 December 2023 will
be entitled to receive 54 pence in cash for each Scheme Share held.

 

Settlement of the consideration to which any Scheme Shareholder is entitled
will be effected by the despatch of a cheque (for Scheme Shareholders holding
Scheme Shares in certificated form) or the crediting of CREST accounts (for
Scheme Shareholders holding Scheme Shares in uncertificated form) by no later
than 2 January 2024.

 

Suspension and cancellation of admission to trading of Smoove Shares

 

Trading in Smoove Shares on AIM was suspended with effect from 7.30 a.m. today
and the cancellation of the admission to trading of Smoove Shares on AIM is
expected to be effective from 7.00 a.m. on 20 December 2023.

 

Board changes

 

As the Scheme has now become Effective, Smoove duly announces that, as of
today's date Martin Rowland, Elaine Bucknor and Oliver Scott have tendered
their resignations and have stepped down from the Smoove Board. Smoove further
announces that Joe Pepper and Scott Butterworth have consented to act as
directors of Smoove and will be appointed to the board of Smoove from today's
date.

 

Dealing disclosures

 

Smoove is no longer in an "Offer Period" as defined in the Code and
accordingly the dealing disclosure requirements previously notified to
investors no longer apply.

 

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.

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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