11 Jan 2023 13:51
Smoove plc
("Smoove" or the "Company")
Results of General Meeting and Tender Offer
Smoove plc (AIM: SMV), the customer focused technology and services business aiming to revolutionise home moving and ownership, announces the results of its Tender Offer to purchase Ordinary Shares up to a maximum value of £5 million and the results of the General Meeting held on 11 January 2023.
On 2 December 2022, Smoove posted a circular to Shareholders with details of a Tender Offer and Notice of General Meeting containing a resolution to repurchase up to 12,500,000 Ordinary Shares at the Tender Price of 40 pence per Ordinary Share.
Results of the General Meeting
The Resolution approving the Tender Offer has today been duly passed by Shareholders. The results of the proxy voting for the General Meeting are set out below:
Resolution | Number of Votes For | % of Votes For | Number of Votes Against | % of Votes Against | Number of Votes Withheld |
1) To authorise the purchase of up to 12,500,000 shares in relation to the Tender Offer | 52,775,267 | 99.96% | 19,577 | 0.04% | 4,594 |
Note: A vote "Withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "For" and "Against" shown.
Result of the Tender Offer
The Tender Offer closed at 1.00 p.m. (UK time) on 9 January 2023. Valid tenders were received in respect of 9,129,236 Ordinary Shares, representing approximately 14.07 per cent. of the issued ordinary share capital at the Tender Offer Record Date for an aggregate consideration of £3.65 million. Of the total number of Ordinary Shares validly tendered and purchased by the Company, 6,929,236 will be cancelled and 2,200,000 will be held in treasury.
Qualifying Shareholders whose name appeared on the Register at the Tender Offer Record Date and who validly tendered Ordinary Shares have sold the number of Ordinary Shares set out in their Tender Form up to their Individual Tender Entitlement of 19.26% (calculated by reference to registered shareholdings as at the Tender Offer Record Date and rounded down to the nearest whole number of Ordinary Shares).
CREST accounts will be credited for revised uncertificated holdings of Ordinary Shares and for Tender Offer proceeds on 16 January 2023. For Ordinary Shares held in certificated form, cheques in respect of Tender Offer proceeds and balancing share certificates will be dispatched as soon as practicable after 23 January 2023.
The Company has been notified that Kestrel Partners LLP ("Kestrel"), a substantial shareholder in the Company (and a person deemed to be closely associated with Oliver Scott, Non-Executive Director of the Company), tendered its Individual Tender Entitlement of 3,736,648 Ordinary Shares under the Tender Offer. Following this transaction, Kestrel beneficially holds 15,664,442 Ordinary Shares representing 28.10 per cent. of the Company's issued share capital following the Tender Offer (excluding Ordinary Shares held in treasury).
Total voting rights
Following the implementation of the Tender Offer, the Company will have 57,942,040 Ordinary Shares in issue with 2,200,000 Ordinary Shares held in treasury. Therefore, the total number of voting rights in the Company will be 55,742,040. The figure of 55,742,040 may be used by the Company's shareholders as the denominator in the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure, Guidance and Transparency Rules.
Capitalised terms in this announcement (unless otherwise defined) have the meanings set out in the Circular dated 2 December 2022.
Enquiries:
Smoove plc Jesper With-Fogstrup, CEOMichael Cress, CFO | Via Walbrook PR
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Panmure Gordon (UK) Limited (NOMAD and Broker) Dominic MorleyErik Anderson Amrit Mahbubani | +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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ANNEX
Notification and public disclosure of transactions by persons discharging managerial responsibilities / persons closely associated with them
1 | Details of the person discharging managerial responsibilities / person closely associated | ||
a)
| Name
| Kestrel Partners LLP ("Kestrel")
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2 | Reason for the notification | ||
a)
| Position/status
| PCA - Oliver Rupert Andrew Scott (non-executive director of Smoove plc and Partner in Kestrel) | |
b)
| Initial notification /Amendment
| Initial | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a)
| Name
| Smoove plc | |
b)
| LEI
| 213800TDUOUSIQT2OT29 | |
4
| 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 | ||
a)
| Description of the financial instrument, type of instrument
Identification code
| 0.4p Ordinary Shares
ISIN: GB00BNG8T458 | |
b)
| Nature of the transaction
| Sale of Ordinary Shares pursuant to the Tender Offer | |
c)
| Price(s) and volume(s)
| Prices(s) | Volume(s) |
£0.40 | 3,736,648 | ||
d)
| Aggregated information - Aggregated volume - Price
|
N/A single transaction
| |
e)
| Date of the transaction
| 11 January 2023 | |
f)
| Place of the transaction
| XOFF | |