Tender Offer Update
29/11/2022 07:00
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RNS Number : 8480H Smoove PLC 29 November 2022
Smoove plc
("Smoove" or the "Company")
Tender Offer to repurchase Ordinary Shares up to £5 million at 40 pence per
share
Following the announcement of a proposed tender offer in August 2022, Smoove
today announces its intention to repurchase up to 12,500,000 Ordinary Shares
at 40 pence per Ordinary Share ("the Tender Price") amounting to a repurchase
of up to £5 million ("the Tender Offer"). The Tender Offer is subject to
shareholder approval.
The Company expects to post a circular (the "Circular") to shareholders on 2
December 2022 with details of the Tender Offer and Notice of General Meeting
containing a resolution to repurchase up to 12,500,000 Ordinary Shares (the
"Resolution"). The Resolution shall be proposed at the General Meeting which
is expected to be convened at 11.00 a.m. on 11 January 2023. A copy of the
Circular will be published on the Company's website at the same time at
hellosmoove.com/investor-relations.
Capitalised terms have the meanings set out below.
Summary Information on the Tender Offer
Structure of the Tender Offer
Up to 12,500,000 Ordinary Shares will be purchased under the Tender Offer,
representing approximately 19.3 per cent. of the issued ordinary share capital
as at 28 November 2022 for a maximum aggregate consideration of £5 million.
The Tender Offer will be implemented on the basis of Panmure Gordon acquiring,
as principal, the successfully tendered Ordinary Shares at the Tender Price.
The Company will purchase such Ordinary Shares from Panmure Gordon at the
Tender Price. It is expected that most of the repurchased shares will be
cancelled with the balance being transferred to treasury.
Only Qualifying Shareholders who hold Ordinary Shares on the Tender Offer
Record Date are able to participate in the Tender Offer in respect of those
Ordinary Shares. Qualifying Shareholders can decide whether they want to
tender all, some or none of their Ordinary Shares in the Tender Offer.
The Tender Offer is expected to close at 1.00 p.m. (UK time) on 9 January 2023
and tenders received after that time will not be accepted (unless the Tender
Offer is extended). The Tender Offer will be subject to customary conditions,
details of which will be set out in the Circular.
Tender Price
The Tender Price of 40 pence per Ordinary Share represents:
· a premium of 20.1 per cent. to the closing price of 33.3 pence per
Ordinary Share on 28 November 2022; and
· a premium of 19.3 per cent. to the volume weighted average price per
Ordinary Share over the one month to 28 November 2022.
Individual Tender Entitlement
The Tender Offer enables Qualifying Shareholders who wish to realise some of
their investment in Ordinary Shares to elect to do so (subject to the overall
limits applicable to the Tender Offer). The Tender Offer is being made for up
to 19.3 per cent. of the Company's issued share capital.
In respect of the Tender Offer, each Qualifying Shareholder whose name appears
on the Register at the Tender Offer Record Date will be entitled to sell up to
their Individual Tender Entitlement. Individual Tender Entitlements will be
calculated by reference to registered shareholdings as at the Tender Offer
Record Date.
Individual Tender Entitlements will be rounded down to the nearest whole
number of Ordinary Shares.
Qualifying Shareholders will not be entitled to sell Ordinary Shares in excess
of their Individual Tender Entitlements. If a Shareholder makes a Tender
Request for Ordinary Shares in excess of their Individual Tender Entitlement,
they will be deemed to have tendered such number of Ordinary Shares as are
equal to their Individual Tender Entitlement.
Registered Shareholders who hold Ordinary Shares for multiple beneficial
owners may decide the allocation between such beneficial owners at their own
discretion.
Repurchase Agreement
Immediately prior to launch of the Tender Offer, the Company will enter into a
Repurchase Agreement with Panmure Gordon under which it will agree that,
immediately following the purchase by Panmure Gordon of the Repurchased
Tendered Shares, the Company will purchase from Panmure Gordon all such shares
at the Tender Price. All transactions will be carried out on the London Stock
Exchange.
Director and Substantial Shareholder Intentions
The Directors will not tender any of their own Ordinary Shares under the
Tender Offer.
It is expected that, prior to launch of the Tender Offer, Kestrel Partners LLP
will enter into an irrevocable undertaking to accept the Tender Offer in
respect of its Individual Tender Entitlement.
Action to be taken
Only Qualifying Shareholders who hold Ordinary Shares on the Tender Offer
Record Date will be able to participate in the Tender Offer in respect of
those Ordinary Shares.
Ordinary Shares held in certificated form (that is, not in CREST)
Qualifying Shareholders holding Ordinary Shares in certificated form will find
enclosed with the Circular a personalised Tender Form, proxy form and a
reply-paid envelope. If they wish to tender Ordinary Shares for purchase in
the Tender Offer, they should complete and return the personalised Tender Form
in accordance with the instructions printed on it so as to be received as soon
as possible and, in any event, by no later than 1.00 p.m. on the final date
for acceptance.
Ordinary Shares held in uncertificated form (that is, in CREST)
Qualifying Shareholders holding Ordinary Shares in uncertificated form who
wish to tender Ordinary Shares for purchase in the Tender Offer should
transmit the appropriate TTE Instruction in CREST so as to be received as soon
as possible and, in any event by no later than 1.00 p.m. on the final date for
acceptance.
Recommendation
Whilst the Board believes that the Tender Offer is the best way to achieve a
balance between an immediate return of capital to shareholders whilst
retaining funds to support value creating new products and business
improvements, the Board makes no recommendation to Shareholders as to whether
tendering Ordinary Shares under the Tender Offer is in their own individual
best interests.
Whether or not Qualifying Shareholders decide to accept the Tender Offer in
respect of any or all of their Individual Tender Entitlements is a decision
for individual Qualifying Shareholders.
Whether or not Shareholders decide to tender their Ordinary Shares will
depend, amongst other factors, on their view of the Company's prospects and
their own individual circumstances, including their own financial and tax
positions and investment objectives.
Expected Timetable of Events
The timetable set out below assumes that the Circular is posted on 2 December
2022. Announcements will be made via a Regulatory Information Service if the
timetable changes.
Tender Offer opens 3 December 2022
Latest time and date for receipt of Forms of Proxy 11.00 a.m. on 9 January 2023
Latest time and date for receipt of Tender Forms and TTE Instructions in CREST 1.00 p.m. on 9 January 2023
from Shareholders in relation to the Tender Offer
Tender Offer Record Date 6.00 p.m. on 9 January 2023
General Meeting 11.00 a.m. on 11 January 2023
Announcement of the results of the General Meeting and Tender Offer 11 January 2023
Completion of purchase of Shares under the Tender Offer 12 January 2023
CREST accounts credited for revised, uncertificated holdings of Ordinary 16 January 2023
Shares (or, in the case of unsuccessful tenders, for entire holdings of
Ordinary Shares)
CREST accounts credited in respect of Tender Offer proceeds for uncertificated 16 January 2023
Ordinary Shares
Cheques despatched in respect of Tender Offer proceeds for certificated as soon as practicable after 23 January 2023
Ordinary Shares and balancing share certificates despatched
Definitions
Articles the articles of association of the Company, as applicable from time to time;
General Meeting the general meeting of the Company to be held on 11 January 2023 at 11.00 a.m.
in accordance with the Articles, or any adjournment thereof;
Individual Tender Entitlement the entitlement of each Shareholder (other than a Restricted Shareholder) to
tender up to 19.3 per cent. of the Ordinary Shares registered in such
Shareholder's name on the Tender Offer Record Date rounded down to the nearest
whole number;
Notice of General Meeting the notice of General Meeting;
Ordinary Shares ordinary shares of 0.4 pence each in the capital of the Company;
Overseas Shareholder a Shareholder who is not resident in, or a citizen of, a territory outside the
United Kingdom and not resident in, or a citizen of, any of the Restricted
Territories;
Qualifying Shareholders Shareholders entitled to participate in the Tender Offer, being those who are
on the Register on the Tender Offer Record Date and who are not Restricted
Shareholders;
Repurchase Agreement the repurchase agreement expected to be dated 2 December 2022 between the
Company and Panmure Gordon relating to the repurchase by the Company on the
London Stock Exchange of the Tendered Shares purchased by Panmure Gordon
pursuant to the Tender Offer;
Repurchased Tendered Shares Ordinary Shares lodged for repurchase under the Tender Offer that are
purchased by Panmure Gordon, acting as principal, which are subsequently
repurchased by the Company pursuant to the Repurchase Agreement;
Resolution the special resolution to be proposed at the General Meeting;
Restricted Shareholder a Shareholder who is resident in, or a citizen of, a Restricted Territory;
Restricted Territory each of the United States, Canada, Australia, New Zealand, the Republic of
South Africa, Japan and any other jurisdiction where the mailing of the Tender
Form or accompanying documents into or inside such jurisdiction would
constitute a violation of the laws of such jurisdiction;
Shareholder a holder of Ordinary Shares;
Tender Offer Record Date expected to be 6.00 p.m. on 9 January 2023;
Tender Price 40 pence per Ordinary Share;
Market abuse regulation:
This announcement contains inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018.
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
Walbrook PR Limited smoove@walbrookpr.com or Tel: 020 7933 8780
Tom Cooper/ Nick Rome
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