TSL.L Regulatory News (TSL)

3 August 2022

ThinkSmart Limited

 ("ThinkSmart" or the "Company" which together with its subsidiaries is the "Group")

Clarifications RE: Scheme Implementation Deed

ThinkSmart wishes to provide an update following the 29 July 2022 announcement in order to clarify certain aspects of the Scheme.

Since receiving its Block shares, the Board of ThinkSmart has been disappointed by the discount that ThinkSmart's share price has traded at relative to the Block share price and has considered a number of options to maximise shareholder value.

The Independent Board Committee ("IBC") of ThinkSmart, which unanimously recommended the Scheme, believes the proposed transaction to be in the best interests of all ThinkSmart shareholders and wishes to make the following clarifications:

1. ThinkSmart shareholders will receive cash consideration equal to the proceeds realised from the post-Scheme implementation sale on the NYSE of the Block shares (net of their proportion of the 0.5% sale fees and after conversion into Pounds Sterling or Australian dollars (as applicable))(1).

2. The consideration will be paid to shareholders in cash post-Scheme implementation, anticipated to be November 2022.

3. Whilst this will result in ThinkSmart selling its shareholding in Block, ThinkSmart shareholders can choose to purchase shares in Block on-market thereby enabling them to have a direct exposure to Block shares rather than through a shareholding in ThinkSmart.

4. Shareholders in ThinkSmart will be able to continue to trade ThinkSmart shares on the London Stock Exchange up until the Scheme is implemented.

5. The IBC believes that the value within ThinkSmart today is its shareholding in Block. Thus, the benefits of maintaining a listing on AIM, such as accessing equity capital markets, are no longer relevant.

The IBC therefore re-affirms its unanimous recommendation that ThinkSmart shareholders vote in favour of the Scheme, in the absence of a superior proposal and subject to an independent expert opining that the Scheme is in the best interests of ThinkSmart shareholders. Further details about the Scheme will be contained in a Scheme Booklet that will be sent to shareholders in due course.

Defined terms within this announcement should be taken to mean the same as that set out in the 29 July 2022 announcement by ThinkSmart.

(1) Depositary interest holders will receive the Scheme consideration in Pounds Sterling and holders of ThinkSmart shares that do not hold via depositary interests will receive the Scheme consideration in Australian dollars unless they elect to receive the Scheme consideration in Pounds Sterling. ThinkSmart shareholders will be bearing all risks associated with any currency conversions required in connection with the sale of the Block shares and the payment of the Scheme consideration to them.

-ENDS-

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Notes to Editors

About ThinkSmart Limited

ThinkSmart's roots are as a specialist digital payments platform business. Following the sale of its remaining 10% shareholding in Clearpay in January 2022, the Group holds shares in NYSE listed Block, Inc (NYSE: SQ). The Group also provides an outsourced call centre customer service and support service to Clearpay and is managing the wind-down of its leasing business.