Statement Regarding a Possible Offer
24/04/2023 11:38
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RNS Number : 2413X Smoove PLC 24 April 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "TAKEOVER CODE") AND IS NOT AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE TAKEOVER CODE OR OTHERWISE
AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE FOR SMOOVE PLC, NOR
AS TO THE TERMS ON WHICH AN OFFER MAY BE MADE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018)
FOR IMMEDIATE RELEASE
24 April 2023
Smoove plc
(the "Company")
Statement Regarding a Possible Offer
The Board of the Company notes recent press speculation and confirms that it
is in early discussions with PEXA Group Limited ("PEXA"), regarding a possible
cash offer for the entire issued and to be issued ordinary share capital of
the Company. Discussions with PEXA remain at an early stage. Accordingly,
there can be no certainty that an offer will be made for the Company, nor as
to the terms on which an offer may be made.
The Board of the Company also confirms that it is considering an alternative
potential transaction proposed to it by a separate third party. Such
transaction, if pursued, would not result in an Offer for the Company under
the rules of the City Code on Takeovers and Mergers (the "Code").
As a consequence of this announcement, an 'offer period' has now commenced in
respect of the Company in accordance with the rules of the Code and the
attention of shareholders is drawn to the disclosure requirements of Rule 8 of
the Code, which are summarised below. In accordance with Rule 2.6(a) of the
Code, PEXA must, by not later than 5.00 p.m. on 22 May 2023, either announce a
firm intention to make an offer for the Company in accordance with Rule 2.7 of
the 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 Code
applies. This deadline will only be extended with the consent of the Takeover
Panel in accordance with Rule 2.6(c) of the Code.
In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available on the Company's website at www.hellosmoove.com
(http://www.hellosmoove.com) by no later than 12 noon (London time) on 25
April 2023. The content of the website referred to in this announcement is not
incorporated into and does not form part of this announcement.
A further announcement will be made as and when appropriate.
This announcement has been made without the consent of PEXA.
The person responsible for arranging the release of this information on behalf
of Smoove plc is Walbrook PR.
For further information please contact:
Smoove plc Via Walbrook PR
Jesper With-Fogstrup, CEO
Michael Cress, CFO
Cenkos Securities (Rule 3 Adviser) Tel: 020 7397 8900
Adrian Hadden / Stephen Keys / George Lawson
Panmure Gordon (UK) Limited (Nomad & Broker) Tel: 020 7886 2500
Dominic Morley
Rupert Dearden
Walbrook PR Limited smoove@walbrookpr.com (mailto:smoove@walbrookpr.com) or Tel: 020 7933 8780
Tom Cooper / Nick Rome
Important Notices
This announcement is not intended to, and does not, constitute an offer to
sell, or the solicitation of an offer to subscribe to buy or an invitation to
purchase or subscribe for any securities or the solicitation of any vote in
any jurisdiction.
The release, publication or distribution of this announcement in jurisdictions
outside the United Kingdom may be restricted by law and therefore persons into
whose possession this announcement comes should inform themselves about, and
observe such restrictions. Any failure to comply with such restrictions may
constitute a violation of the securities law of any such jurisdiction.
Cenkos Securities plc is acting for the Company and or no one else in
connection with the possible offer and will not be responsible to anyone other
than the Company for providing the protections afforded to its clients nor for
providing advice in relation to the possible offer.
Disclosure Requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% 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 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 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, 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 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 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.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Takeover Code, the Company confirms that it
has 57,016,550 ordinary shares of 0.4p each ("Ordinary Shares") in issue and
admitted to trading on AIM, the market operated by the London Stock
Exchange. The Company holds no ordinary shares in treasury. The total number
of voting rights in the Company is currently 57,016,550. The ISIN reference
for these securities is GB00BNG8T458. The Company's legal entity identifier is
213800TDUOUSIQT2OT29.
Publication of this announcement
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
will be available, subject to certain restrictions relating to persons
resident in restricted jurisdictions, on the Company's website no later than
12 noon (London time) on 25 April 2023. The content of the website referred to
in this announcement is not incorporated into and does not form part of this
announcement.
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