Result of General Meeting and Tender Offer
11/01/2023 13:51
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230111:nRSK4309Ma&default-theme=true
RNS Number : 4309M Smoove PLC 11 January 2023
Smoove plc
("Smoove" or the "Company")
Results of General Meeting and Tender Offer
Smoove plc (AIM: SMV), the customer focused technology and services business
aiming to revolutionise home moving and ownership, announces the results of
its Tender Offer to purchase Ordinary Shares up to a maximum value of £5
million and the results of the General Meeting held on 11 January 2023.
On 2 December 2022, Smoove posted a circular to Shareholders with details of a
Tender Offer and Notice of General Meeting containing a resolution to
repurchase up to 12,500,000 Ordinary Shares at the Tender Price of 40 pence
per Ordinary Share.
Results of the General Meeting
The Resolution approving the Tender Offer has today been duly passed by
Shareholders. The results of the proxy voting for the General Meeting are set
out below:
Resolution Number of Votes For % of Votes For Number of Votes Against % of Votes Against Number of Votes Withheld
1) To authorise the purchase of up to 12,500,000 shares in relation to the 52,775,267 99.96% 19,577 0.04% 4,594
Tender Offer
Note: A vote "Withheld" is not a vote in law and is not counted in the
calculation of the proportion of the votes "For" and "Against" shown.
Result of the Tender Offer
The Tender Offer closed at 1.00 p.m. (UK time) on 9 January 2023. Valid
tenders were received in respect of 9,129,236 Ordinary Shares, representing
approximately 14.07 per cent. of the issued ordinary share capital at the
Tender Offer Record Date for an aggregate consideration of £3.65 million. Of
the total number of Ordinary Shares validly tendered and purchased by the
Company, 6,929,236 will be cancelled and 2,200,000 will be held in treasury.
Qualifying Shareholders whose name appeared on the Register at the Tender
Offer Record Date and who validly tendered Ordinary Shares have sold the
number of Ordinary Shares set out in their Tender Form up to their Individual
Tender Entitlement of 19.26% (calculated by reference to registered
shareholdings as at the Tender Offer Record Date and rounded down to the
nearest whole number of Ordinary Shares).
CREST accounts will be credited for revised uncertificated holdings of
Ordinary Shares and for Tender Offer proceeds on 16 January 2023. For Ordinary
Shares held in certificated form, cheques in respect of Tender Offer proceeds
and balancing share certificates will be dispatched as soon as practicable
after 23 January 2023.
The Company has been notified that Kestrel Partners LLP ("Kestrel"), a
substantial shareholder in the Company (and a person deemed to be closely
associated with Oliver Scott, Non-Executive Director of the Company), tendered
its Individual Tender Entitlement of 3,736,648 Ordinary Shares under the
Tender Offer. Following this transaction, Kestrel beneficially holds
15,664,442 Ordinary Shares representing 28.10 per cent. of the Company's
issued share capital following the Tender Offer (excluding Ordinary Shares
held in treasury).
Total voting rights
Following the implementation of the Tender Offer, the Company will have
57,942,040 Ordinary Shares in issue with 2,200,000 Ordinary Shares held in
treasury. Therefore, the total number of voting rights in the Company will be
55,742,040. The figure of 55,742,040 may be used by the Company's shareholders
as the denominator in the calculations by which they will determine if they
are required to notify their interest in, or a change to their interest in,
the Company under the Financial Conduct Authority's Disclosure, Guidance and
Transparency Rules.
Capitalised terms in this announcement (unless otherwise defined) have the
meanings set out in the Circular dated 2 December 2022.
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
Amrit Mahbubani
Walbrook PR Limited smoove@walbrookpr.com or Tel: 020 7933 8780
Tom Cooper/ Nick Rome
ANNEX
Notification and public disclosure of transactions by persons discharging
managerial responsibilities / 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 Sale of Ordinary Shares pursuant to the Tender Offer
c) Price(s) and volume(s) Prices(s) Volume(s)
£0.40 3,736,648
d) Aggregated information
- Aggregated volume N/A single transaction
- Price
e) Date of the transaction 11 January 2023
f) Place of the transaction XOFF
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END ROMNKDBPNBKDKDD