negotiations

Due diligence ‘well-advanced’ as PEXA looks to complete Smoove acquisition

Smoove has announced that the formal due diligence process between itself and PEXA regarding the latter’s proposed acquisition is “well-advanced”.

Discussions have been underway in some form since April of this year. The deal would see PEXA, a synchronised settlement platform hailing from Australia, acquire the entire issued and to be issued share capital of Smoove, which provides a range of conveyancing technology.

The deadline by which PEXA must announce a firm intention to make an offer for Smoove or that it does not intend to make an offer has been extended again, now sitting at 5pm on 8th September 2023.

“There can be no certainty either that an offer will be made nor as to the terms of any offer, if made,” said Smoove, adding: “A further announcement will be made as and when appropriate.”

The full update can be read below:

11 August 2023

Smoove plc

(“Smoove” or the “Company”)

Extension of deadline under Rule 2.6(c) of the Code

On 24 April 2023, the Company announced that it was in early discussions with PEXA Group Limited (“PEXA”), regarding a possible cash offer for the entire issued and to be issued share capital of the Company.

Smoove can confirm that constructive discussions have continued between the parties and that a formal due diligence process is now well advanced. In order to allow for due diligence to continue, in accordance with Rule 2.6(c) of the Code, the Board has requested, and the Panel on Takeovers and Mergers (the “Takeover Panel“) has consented to, an extension to the deadline by which PEXA is required either to announce a firm intention to make an offer for Smoove in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. Such announcement must now be made by not later than 5.00 p.m. on 8 September 2023. This deadline can be further extended by the Board, with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

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.

The Company remains in an “offer period” in accordance with the rules of the Code and the attention of shareholders is drawn to the disclosure requirements of Rule 8 of the Code.

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