Form 8 (OPD) - Smoove plc

Smoove PLC

10 May 2023

 

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Full name of discloser:	SMOOVE PLC
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	SMOOVE PLC
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	9 MAY 2023
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	N/A

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	0	0	0	0
(2) Cash-settled derivatives:
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
TOTAL:	0	0	0	0

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	N/A
Details, including nature of the rights concerned and relevant percentages:	N/A

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

Directors of Smoove plc: (A)  Ordinary Shares held by the directors of Smoove plc: Name No of Ordinary Shares Held % of Issued Share Capital Jesper With-Fogstrup (Executive Director) 25,000 0.04 Martin Rowland (Non-Executive Director) 60,000 0.10 Oliver Scott (Non-Executive Director)¹ 10,683,634 18.74 ¹ Kestrel Partners LLP currently holds 15,711,095 ordinary shares (27.56%) in the Company. Of the total 15,711,095 ordinary shares held, one of the funds of Kestrel Partners LLP, Kestrel Opportunities holds 10,683,634 (18.74%) ordinary shares. Oliver Scott is a shareholder in Kestrel Opportunities and is therefore deemed to have a beneficial interest in the 10,683,634 ordinary shares Kestrel Opportunities holds in the Company. This figure of 10,683,634 ordinary shares is included within the total figure of 15,711,095 ordinary shares disclosed by Kestrel Partners LLP in its Rule 8.3 disclosure on 25 April 2023 (B)  Options and awards granted under Smoove plc's share plans held by the directors of Smoove plc: Name Description of award / option Number of Smoove shares Date of Award / Grant Exercise Price Vesting Date from Expiry Date Jesper With-Fogstrup Share Option Scheme Joint Share Ownership Plan¹ 1,287,745 887,255 675,000 shares awarded on 18 February 2021 612,745 shares awarded on 18 January 2023 18 January 2023 86.00p 0.40p 0.40p 18 February 2024 18 January 2026 18 January 2026 18 February 2031 18 January 2033 18 January 2033 Michael Cress Share Option Scheme 750,000 18 January 2023 0.40p 18 January 2026 18 January 2033 Martin Rowland Share Option Scheme 750,000 15 July 2020 53.90p 15 July 2023 15 July 2030 ¹ Awards under the Joint Share Ownership Plan are held as ordinary shares in Smoove plc's EBT. The performance criteria for the awards are the same as those under the Share Option Scheme that were granted on 18 January 2023, as announced on 19 January 2023. (C)  Interests (unallocated shares) held by connected employee benefit trusts of Smoove plc: Name No of Ordinary Shares Held % of Issued Share Capital Apex Group Fiduciary Services Limited as trustee of the Smoove plc Employee Benefit Trust 357,804¹ 0.62 ¹ Total represents total number of ordinary shares held within the EBT which are unallocated under any Smoove plc incentive scheme. The trustee shall abstain from voting with these shares unless directed by Smoove plc. If directed to vote by Smoove plc, Smoove plc cannot direct the manner in which the trustee votes.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

NONE

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"

NONE

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	10 MAY 2023
Contact name:	MICHAEL CRESS
Telephone number:	01844 265444

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

END