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Smoove plc launched a Tender Offer to repurchase up to 12,500,000 Ordinary Shares, equating to approximately 19.3% of its issued share capital, for a maximum aggregate consideration of £5 million at 40 pence per share. On 02 December 2022, the company posted the circular to shareholders and entered a Repurchase Agreement with Panmure Gordon. The Tender Offer is expected to close on 9 January 2023, with a General Meeting scheduled for 11 January 2023 to approve the resolution.
| Date | 2 Dec 2022 |
| Time | 07:00:10 |
| Category | Capital structure |
| ID | 3495I |
Smoove plc
("Smoove" or the "Company")
Launch of Tender Offer
Following the announcement of the Tender Offer on 29 November 2022, Smoove announces that it will today post the circular (the "Circular") to shareholders 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 convened at 11.00 a.m. on 11 January 2023.
A copy of the Circular has also been published on the Company's website at hellosmoove.com/investor-relations.
Capitalised terms have the meanings set out below.
Summary 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 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 are set out in the Circular.
Tender Price
The Tender Price is 40 pence per Ordinary Share.
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).
Qualifying Shareholders whose name appear on the Register at the Tender Offer Record Date will be entitled to sell up to their Individual Tender Entitlement of 19.26% (which will be calculated by reference to registered shareholdings as at the Tender Offer Record Date and will be rounded down to the nearest whole number of Ordinary Shares).
Repurchase Agreement
The Company has today entered into a Repurchase Agreement with Panmure Gordon under it which agrees 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.
Kestrel Partners LLP has today entered into an irrevocable undertaking to accept the Tender Offer in respect of its Individual Tender Entitlement.
Expected Timetable of Events
An announcement will be made via a Regulatory Information Service if the timetable changes.
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Tender Offer opens
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3 December 2022 |
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Latest time and date for receipt of Forms of Proxy |
11.00 a.m. on 9 January 2023 |
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Latest time and date for receipt of Tender Forms and TTE Instructions in CREST from Shareholders in relation to the Tender Offer
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1.00 p.m. on 9 January 2023 |
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Tender Offer Record Date
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6.00 p.m. on 9 January 2023 |
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General Meeting |
11.00 a.m. on 11 January 2023 |
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Announcement of the results of the General Meeting and Tender Offer
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11 January 2023 |
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Completion of purchase of Shares under the Tender Offer |
12 January 2023 |
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CREST accounts credited for revised, uncertificated holdings of Ordinary Shares (or, in the case of unsuccessful tenders, for entire holdings of Ordinary Shares) |
16 January 2023 |
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CREST accounts credited in respect of Tender Offer proceeds for uncertificated Ordinary Shares |
16 January 2023 |
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Cheques despatched in respect of Tender Offer proceeds for certificated Ordinary Shares and balancing share certificates despatched
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as soon as practicable after 23 January 2023 |
Definitions
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Individual Tender Entitlement |
the entitlement of each Shareholder (other than a Restricted Shareholder) to tender up to 19.26 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; |
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Ordinary Shares |
ordinary shares of 0.4 pence each in the capital of the Company; |
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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; |
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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;
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Restricted Shareholder |
a Shareholder who is resident in, or a citizen of, a Restricted Territory;
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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;
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Shareholder |
a holder of Ordinary Shares;
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Tender Offer Record Date |
6.00 p.m. on 9 January 2023
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Enquiries:
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Smoove plc Jesper With-Fogstrup, CEO |
Via Walbrook PR
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Panmure Gordon (UK) Limited (NOMAD and Broker) Dominic Morley |
+44 (0)20 7886 2500 |
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Walbrook PR Limited Tom Cooper/ Nick Rome |
smoove@walbrookpr.com or Tel: 020 7933 8780
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