TIDMSMV

RNS Number : 4590P

Smoove PLC

09 October 2023

Smoove Plc

Directors' Dealings & Holdings in Company

Smoove plc (LSE: SMV, "Company" or "SMV") received notification on 06 October 2023 from Kestrel Partners LLP ("Kestrel") that on 06 October 2023 it purchased for its discretionary clients a total of 1,300,000 ordinary shares of 0.4p each ("Shares") in the Company at an average price of 52 pence per share. The notification also included the matters set out below.

Mr Scott, a non-executive director of SMV, is a partner of Kestrel. Mr Scott is also a shareholder in one of Kestrel's clients ("Kestrel Opportunities") and is therefore deemed to have a beneficial interest in Kestrel Opportunities' entire legal holding in SMV.

Following this notification, Kestrel Opportunities holds (and consequently Mr Scott is deemed to have a beneficial interest in) 10,683,634 Shares in the Company, and other clients of Kestrel, in which Mr Scott has no beneficial interest hold 6,327,461 Shares in the Company.

On a combined basis, Kestrel indirectly holds voting rights over 17,011,095 Shares in the Company, which represents 29.84 per cent of the Company's issued share capital.

Kestrel's interest in the Shares in the Company is held through the following nominees:

 
 Holding      Nominee                      No. of shares   % of issued share 
  type                                                               capital 
              Bank of New York Nominees 
 Indirect      Ltd                            10,683,634              18.74% 
 Indirect     JIM Nominees Limited               397,434               0.70% 
 Indirect     Bank of New York Nominees        4,381,527               7.68% 
               Ltd 
  Indirect     Northern Trust Company          1,548,500               2.72% 
                AVFC 
 
 

It was disclosed in the announcement of 4 October 2023 that Kestrel has signed an agreement with Digcom UK Holdings Limited (an indirect subsidiary of PEXA Group Limited). Pursuant to the agreement Kestrel irrevocably committed to vote the 15,711,095 shares in the Company (that it controlled on 4 October) in favour of the resolutions to implement the terms of the recommended cash acquisition by Digcom of the entire issued and to be issued share capital of the Company to be sanctioned by was of a court sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Irrevocable"). The additional 1,300,000 shares disclosed as being purchased in this announcement will, under the terms of the Irrevocable, also be irrevocably committed to be voted in favour of the resolutions.

For further information contact:

 
  S moove plc                                    Via Walbrook PR 
  Jesper With-Fogstrup, CEO 
  M ichael Cress , CFO 
 
  Panmure Gordon (UK) Limited                 Tel: 020 7886 2500 
   (Nomad & Broker) 
  Dominic Morley 
   Rupert Dearden 
 
  Walbrook PR Limited          smoove@walbrookpr.com or Tel: 020 
                                                       7933 8780 
  Tom Cooper/ Nick Rome 
 

ANNEX

Template for notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

 
      Details of the person discharging managerial responsibilities 
  1    / person closely associated 
 a)   Name                     Kestrel Partners LLP ('Kestrel') 
     -----------------------  ------------------------------------------------ 
      Reason for the notification 
  2 
     ------------------------------------------------------------------------- 
 a)   Position/status          PCA - Oliver Rupert Andrew Scott (non-executive 
                                director of Smoove plc and Partner in Kestrel) 
     -----------------------  ------------------------------------------------ 
 b)   Initial notification     Initial 
       /Amendment 
     -----------------------  ------------------------------------------------ 
      Details of the issuer, emission allowance market participant, 
  3    auction platform, auctioneer or auction monitor 
     ------------------------------------------------------------------------- 
 a)   Name                     Smoove plc 
     -----------------------  ------------------------------------------------ 
 b)   LEI                      213800TDUOUSIQT2OT29 
     -----------------------  ------------------------------------------------ 
      Details of the transaction(s): section to be repeated for 
  4    (i) each type of instrument; (ii) each type of transaction; 
       (iii) each date; and (iv) each place where transactions 
       have been conducted 
     ------------------------------------------------------------------------- 
 a)   Description              0.4p Ordinary Shares 
       of the financial 
       instrument, 
       type of instrument 
                                ISIN: GB00BNG8T458 
       Identification 
       code 
     -----------------------  ------------------------------------------------ 
 b)   Nature of the            Purchase 
       transaction 
     -----------------------  ------------------------------------------------ 
 c)   Price(s) and              P urchase 
       volume(s)                 06 October 2023 
                                 Price(s) pence   Volume(s) 
                                                 ----------------- 
                                 52 pence         1,300,000 shares 
                                                 ----------------- 
     -----------------------  ------------------------------------------------ 
 d)   Aggregated information 
       - Aggregated              Total Purchase of 1 ,300 ,000 shares at an 
       volume                    average of 52 pence . 
       - Price 
     -----------------------  ------------------------------------------------ 
 e)   Date of the              06 October 2023 
       transaction 
     -----------------------  ------------------------------------------------ 
 f)   Place of the             London AIM 
       transaction 
     -----------------------  ------------------------------------------------ 
 

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END

MSCUKUSROBURRAA

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October 09, 2023 10:29 ET (14:29 GMT)

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