공지 • Dec 04
Smoove Shares Expects Cancellation of Admission to Trading on AIM on December 20 On 4 October 2023, the boards of Smoove plc ("Smoove") and Digcom UK Holdings Limited ("Digcom"), an indirect subsidiary undertaking of PEXA Group Limited ("PEXA"), announced that they had reached agreement on the terms and conditions of a recommended cash acquisition by Digcom of the entire issued and to be issued share capital of Smoove (the "Acquisition"). The Acquisition is to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006, which requires the approval of Smoove Shareholders and the sanction of the Court (the "Scheme"). Smoove announced that it intends to seek the Court's sanction of the Scheme on 15 December 2023. The Acquisition remains subject to the other Conditions set out in Part A Of Part 3 of the Scheme Document, including, amongst other things, the Court sanctioning of the Scheme at the Court Hearing and the delivery of the Court Order to the Registrar of Companies. The last day of dealings in Smoove Shares is expected to be 18 December 2023 with Smoove Shares expected to be suspended from trading on AIM at 7.30 a.m. (London time) on 19 December 2023, being the expected Effective Date of the Scheme. Cancellation of admission to trading on AIM of Smoove Shares is expected to take place by 7.00 a.m. on 20 December 2023. Following the Scheme becoming Effective, it is intended that Smoove will be re-registered as a private limited company under the relevant provisions of the Companies Act 2006. An updated expected timetable of principal events relating to the Scheme is set out in the Appendix to this announcement. If any of these times and/or dates change, the revised times and/or dates will be announced through a Regulatory Information Service. 공지 • Oct 06
Digcom Uk Holdings Ltd agreed to acquire Smoove plc (AIM:SMV) from Herald Investment Management Ltd., Kestrel Partners LLP, Harwood Capital Management Ltd and other for £30.8 million. Digcom Uk Holdings Ltd agreed to acquire Smoove plc (AIM:SMV) from Herald Investment Management Ltd., Kestrel Partners LLP, Harwood Capital Management Ltd and other for £30.8 million on October 4, 2023. The Consideration payable to Smoove Shareholders pursuant to the Acquisition will be financed using existing cash resources of the PEXA Group. The transaction is subject to Smoove plc shareholders, court approval, and CLC Approvals. Competition and Markets Authority (CMA) approved the transaction and did not launch an investigation. The long stop date of the transaction is April 30, 2023.Simon Willis, Stuart Ord, William Wickham of Numis Securities Limited acted as financial advisor to Digcom Uk Holdings Ltd. Adrian Hadden, George Lawson, Hamish Waller of Cavendish Securities Plc acted as financial advisor to Smoove plc. Dominic Morley and Amrit Mahbubani of Panmure Gordon (UK) Limited acted as financial advisor to Smoove plc. Addleshaw Goddard LLP is acting as legal adviser to Digcom Uk Holdings Ltd. Shoosmiths LLP is acting as legal adviser to Smoove. New Risk • Oct 05
New major risk - Share price stability The company's share price has been highly volatile over the past 3 months. It is more volatile than 90% of German stocks, typically moving 8.6% a week. This is considered a major risk. Share price volatility increases the risk of potential losses in the short-term as the stock tends to have larger drops in price more frequently than other stocks. It may also indicate the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (8.6% average weekly change). Earnings have declined by 67% per year over the past 5 years. Minor Risk Market cap is less than US$100m (€29.0m market cap, or US$30.5m). Reported Earnings • Jul 26
Full year 2023 earnings released: UK£0.091 loss per share (vs UK£0.079 loss in FY 2022) Full year 2023 results: UK£0.091 loss per share (further deteriorated from UK£0.079 loss in FY 2022). Revenue: UK£20.6m (up 7.4% from FY 2022). Net loss: UK£5.75m (loss widened 12% from FY 2022). Revenue is forecast to grow 27% p.a. on average during the next 3 years, compared to a 7.1% growth forecast for the Software industry in Germany. Board Change • Jul 26
Less than half of directors are independent Following the recent departure of a director, there are only 2 independent directors on the board. The company's board is composed of: 2 independent directors. 3 non-independent directors. Independent Non-Executive Chairman Martin Rowland was the last independent director to join the board, commencing their role in 2018. The company's minority of independent directors is a risk according to the Simply Wall St Risk Model. 
