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Kestrel Partners LLP notified Smoove Plc on 06 October 2023 of its purchase of 1,300,000 ordinary shares at an average price of 52 pence per share on that date. Following this transaction, Kestrel indirectly holds voting rights over 17,011,095 shares in Smoove Plc, representing 29.84 per cent of the Company's issued share capital. Mr Scott, a non-executive director of Smoove Plc, is deemed to have a beneficial interest in 10,683,634 of these shares, and Kestrel has irrevocably committed these shares, including the newly purchased 1,300,000, to vote in favour of the recommended cash acquisition.
| Date | 9 Oct 2023 |
| Time | 15:29:56 |
| Category | Miscellaneous |
| ID | 4590P |
Smoove Plc
Directors' Dealings & Holdings in Company
Smoove plc (LSE: SMV, "Company" or "SMV") received notification on 06 October 2023 from Kestrel Partners LLP ("Kestrel") that on 06 October 2023 it purchased for its discretionary clients a total of 1,300,000 ordinary shares of 0.4p each ("Shares") in the Company at an average price of 52 pence per share. The notification also included the matters set out below.
Mr Scott, a non-executive director of SMV, is a partner of Kestrel. Mr Scott is also a shareholder in one of Kestrel's clients ("Kestrel Opportunities") and is therefore deemed to have a beneficial interest in Kestrel Opportunities' entire legal holding in SMV.
Following this notification, Kestrel Opportunities holds (and consequently Mr Scott is deemed to have a beneficial interest in) 10,683,634 Shares in the Company, and other clients of Kestrel, in which Mr Scott has no beneficial interest hold 6,327,461 Shares in the Company.
On a combined basis, Kestrel indirectly holds voting rights over 17,011,095 Shares in the Company, which represents 29.84 per cent of the Company's issued share capital.
Kestrel's interest in the Shares in the Company is held through the following nominees:
|
Holding type |
Nominee |
No. of shares |
% of issued share capital |
|
Indirect |
Bank of New York Nominees Ltd |
10,683,634 |
18.74% |
|
Indirect |
JIM Nominees Limited |
397,434 |
0.70% |
|
Indirect Indirect |
Bank of New York Nominees Ltd Northern Trust Company AVFC |
4,381,527 1,548,500 |
7.68% 2.72% |
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It was disclosed in the announcement of 4 October 2023 that Kestrel has signed an agreement with Digcom UK Holdings Limited (an indirect subsidiary of PEXA Group Limited). Pursuant to the agreement Kestrel irrevocably committed to vote the 15,711,095 shares in the Company (that it controlled on 4 October) in favour of the resolutions to implement the terms of the recommended cash acquisition by Digcom of the entire issued and to be issued share capital of the Company to be sanctioned by was of a court sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Irrevocable"). The additional 1,300,000 shares disclosed as being purchased in this announcement will, under the terms of the Irrevocable, also be irrevocably committed to be voted in favour of the resolutions.
For further information contact:
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Smoove plc |
Via Walbrook PR |
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Jesper With-Fogstrup, CEO |
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Michael Cress, CFO |
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Panmure Gordon (UK) Limited (Nomad & Broker) |
Tel: 020 7886 2500 |
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Dominic Morley Rupert Dearden |
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Walbrook PR Limited |
smoove@walbrookpr.com or Tel: 020 7933 8780 |
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Tom Cooper/ Nick Rome |
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ANNEX
Template for notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
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1
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Details of the person discharging managerial responsibilities / person closely associated
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a)
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Name
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Kestrel Partners LLP ('Kestrel')
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2
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Reason for the notification
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a)
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Position/status
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PCA - Oliver Rupert Andrew Scott (non-executive director of Smoove plc and Partner in Kestrel) |
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b)
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Initial notification /Amendment
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Initial |
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3
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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a)
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Name
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Smoove plc |
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b)
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LEI
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213800TDUOUSIQT2OT29
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4
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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
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a)
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Description of the financial instrument, type of instrument
Identification code
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0.4p Ordinary Shares
ISIN: GB00BNG8T458
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b)
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Nature of the transaction
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Purchase |
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c)
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Price(s) and volume(s)
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d)
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Aggregated information - Aggregated volume - Price |
Total Purchase of 1,300,000 shares at an average of 52 pence.
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e)
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Date of the transaction
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06 October 2023
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f)
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Place of the transaction |
London AIM |
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