Tender Offer Update

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 from Shareholders in relation to the Tender Offer	1.00 p.m. on 9 January 2023
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 Shares (or, in the case of unsuccessful tenders, for entire holdings of Ordinary Shares)	16 January 2023
CREST accounts credited in respect of Tender Offer proceeds for uncertificated Ordinary Shares	16 January 2023
Cheques despatched in respect of Tender Offer proceeds for certificated Ordinary Shares and balancing share certificates despatched	as soon as practicable after 23 January 2023

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 Jesper With-Fogstrup, CEO Michael Cress, CFO	Via Walbrook PR
Panmure Gordon (UK) Limited (NOMAD and Broker) Dominic Morley Erik Anderson	[phone]
Walbrook PR Limited Tom Cooper/ Nick Rome	[e-mail] or Tel: [phone]

 

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