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.

Definitions

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.

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