공시 • 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. 공시 • 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 06
New minor risk - Share price stability The company's share price has been volatile over the past 3 months. It is more volatile than 75% of British stocks, typically moving 7.7% a week. This is considered a minor risk. Share price volatility indicates 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. It also 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. Currently, the following risks have been identified for the company: Major Risk Earnings have declined by 67% per year over the past 5 years. Minor Risks Share price has been volatile over the past 3 months (7.7% average weekly change). Market cap is less than US$100m (UK£29.6m market cap, or US$36.3m). 공시 • Jul 15
Smoove Says Talks for Takeover by PEXA Moving Forward Smoove plc (AIM:SMV) said discussions with PEXA Group Limited (ASX:PXA) regarding a possible cash takeover offer for Smoove have advanced, and a formal due diligence process has begun. The deadline by which Pexa is required to announce its intention to make a formal offer for Smoove has been extended to August 11. Smoove had confirmed talks of a potential takeover offer by Pexa back in April 24. Sydney-listed Pexa which operates Pexa Exchange, a digital property settlements platform in Australia. "There can be no certainty either that an offer will be made nor as to the terms of any offer, if made. A further announcement will be made as and when appropriate," Smoove said on July 14, 2023. 공시 • Jul 06
Smoove plc Reaffirms Profit Outlook for Fiscal Year 2024 Smoove plc announced that the Board reaffirms the profit outlook announced in its trading update of 2 May 2023, which stated that the outlook for FY24 profit is in line with the Board's expectations, but with a different composition than previously expected. Reported Earnings • Jul 06
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 8.0% growth forecast for the Software industry in the United Kingdom. Over the last 3 years on average, the company's share price growth rate has exceeded its earnings growth rate by 66 percentage points per year, which is a significant difference in performance. 