Announcement • 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. Announcement • 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). Announcement • 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. Announcement • 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. Announcement • Nov 30
Smoove plc (AIM:SMV) commences an Equity Buyback for 12,500,000 shares, representing 19.30% of its issued share capital, under the authorization granted on November 29, 2012. Smoove plc (AIM:SMV) authorized a share repurchase program at its Annual General Meeting. Under the program, the company will repurchase up to 12,500,000 shares, representing 19.30% for £5 million. The tender offer prices per share is £0.40. The purpose of this program is 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. The Tender Offer is expected to close on 9 January 2023. Reported Earnings • Nov 16
First half 2023 earnings released: UK£0.046 loss per share (vs UK£0.024 loss in 1H 2022) First half 2023 results: UK£0.046 loss per share (further deteriorated from UK£0.024 loss in 1H 2022). Revenue: UK£10.6m (up 4.2% from 1H 2022). Net loss: UK£2.99m (loss widened 95% from 1H 2022). Over the last 3 years on average, the company's share price growth rate has exceeded its earnings growth rate by 93 percentage points per year, which is a significant difference in performance. Board Change • Nov 16
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. Reported Earnings • Nov 12
First half 2023 earnings released: EPS: UK£0 (vs UK£0.024 loss in 1H 2022) First half 2023 results: EPS: UK£0. Revenue: UK£10.6m (up 4.2% from 1H 2022). Net loss: UK£2.99m (loss widened 95% from 1H 2022). Announcement • Oct 25
Smoove plc to Report First Half, 2023 Results on Nov 10, 2022 Smoove plc announced that they will report first half, 2023 results on Nov 10, 2022 Announcement • Sep 27
Smoove plc, Annual General Meeting, Sep 27, 2022 Smoove plc, Annual General Meeting, Sep 27, 2022, at 13:00 Coordinated Universal Time. Reported Earnings • Aug 23
Full year 2022 earnings released: UK£0.079 loss per share (vs UK£0.028 loss in FY 2021) Full year 2022 results: UK£0.079 loss per share (down from UK£0.028 loss in FY 2021). Revenue: UK£19.2m (up 13% from FY 2021). Net loss: UK£5.12m (loss widened 180% from FY 2021). Over the last 3 years on average, the company's share price growth rate has exceeded its earnings growth rate by 121 percentage points per year, which is a significant difference in performance. Announcement • Aug 17
Smoove plc to Report Second Half, 2022 Results on Aug 22, 2022 Smoove plc announced that they will report second half, 2022 results on Aug 22, 2022 Announcement • May 03
Smoove plc Announces Chief Financial Officer Changes Smoove plc announced that John Williams, Chief Financial Officer ("CFO"), has now stepped down from the Board and Michael Cress has now commenced his role effective as of 3 May 2022 as CFO at the Company. As previously stated, Michael joins Smoove from My 1st Years where he was Finance Director, and previously holding senior and executive finance roles with Kelkoo, The Digital Property Group and AOL UK. Michael started his career with Schroder & Co after graduating from Harvard University with an Economics degree. Board Change • Apr 27
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. Recent Insider Transactions Derivative • Jan 14
CFO, Company Secretary & Director exercised options and sold UK£86k worth of stock On the 13th of January, John Williams exercised 358k options at a strike price of around UK£0.40 and sold these shares for an average price of UK£0.64 per share. This trade did not impact their existing holding. Since March 2021, John has owned 48.29k shares directly. Company insiders have collectively sold UK£63k more than they bought, via options and on-market transactions in the last 12 months. Reported Earnings • Dec 03
First half 2022 earnings: Revenues and EPS in line with analyst expectations First half 2022 results: UK£0.024 loss per share (down from UK£0.008 loss in 1H 2021). Revenue: UK£10.2m (up 48% from 1H 2021). Net loss: UK£1.53m (loss widened 206% from 1H 2021). Revenue was in line with analyst estimates. Over the last 3 years on average, the company's share price growth rate has exceeded its earnings growth rate by 102 percentage points per year, which is a significant difference in performance. Reported Earnings • Jul 13
Full year 2021 earnings released The company reported a poor full year result with weaker earnings, revenues and control over costs. Full year 2021 results: Revenue: UK£16.9m (down 40% from FY 2020). Net loss: UK£1.83m (down 156% from profit in FY 2020). Is New 90 Day High Low • Feb 16
New 90-day high: UK£0.95 The company is up 54% from its price of UK£0.62 on 18 November 2020. The British market is up 5.0% over the last 90 days, indicating the company outperformed over that time. It also outperformed the Online Retail industry, which is up 15% over the same period. Is New 90 Day High Low • Jan 26
New 90-day high: UK£0.87 The company is up 62% from its price of UK£0.54 on 27 October 2020. The British market is up 18% over the last 90 days, indicating the company outperformed over that time. It also outperformed the Online Retail industry, which is up 17% over the same period. Announcement • Jan 26
Jesper With-Fogstrup Commences His Role as CEO of ULS Technology plc ULS Technology plc announced that the new Chief Executive Officer ('CEO'), Jesper With-Fogstrup, has now commenced his role at the Company. As previously announced, Jesper has over 20 years' experience within digital and technology businesses, joining the Company from HSBC where he was Global Head of Digital as a Channel, prior to which he was COO of Comparethemarket.com. Reported Earnings • Dec 10
First half 2021 earnings released: EPS UK£0.002 The company reported a poor first half result with weaker earnings, revenues and profit margins. First half 2021 results: Revenue: UK£10.1m (down 31% from 1H 2020). Net income: UK£115.0k (down 94% from 1H 2020). Profit margin: 1.1% (down from 14% in 1H 2020). The decrease in margin was driven by lower revenue. Over the last 3 years on average, earnings per share has increased by 6% per year but the company’s share price has fallen by 18% per year, which means it is significantly lagging earnings. Is New 90 Day High Low • Nov 30
New 90-day high: UK£0.77 The company is up 19% from its price of UK£0.65 on 01 September 2020. The British market is up 6.0% over the last 90 days, indicating the company outperformed over that time. It also outperformed the Online Retail industry, which is down 4.0% over the same period. Announcement • Oct 27
ULS Technology plc to Appoint Jesper With-Fogstrup as Chief Executive Officer, Early in 2021 ULS Technology plc announced the upcoming appointment of Jesper With-Fogstrup as Chief Executive Officer ("CEO"). Jesper will start his role and join the Board in early 2021. Jesper (aged 46) has over 20 years' experience within digital and technology platform businesses and is joining the Company from HSBC where he was Global Head of Digital as a Channel. Is New 90 Day High Low • Oct 16
New 90-day low: UK£0.53 The company is down 10.0% from its price of UK£0.58 on 17 July 2020. The British market is down 5.0% over the last 90 days, indicating the company underperformed over that time. It also underperformed the Online Retail industry, which is up 16% over the same period. Announcement • Sep 29
ULS Technology plc Announces Step-Down of Steve Goodall as CEO ULS Technology plc announced that Steve Goodall steps down as CEO to pursue other interests on September 28, 2020. Steve was appointed CEO in May 2017, and since then the Group has broadened its banking, mortgage intermediary and conveyance relationships as well as turning DigitalMove from an idea into a live solution handling thousands of cases.