Smoove : 02-Dec-2022 - Tender Offer and Notice of General Meeting

THIS DOCUMENT AND ANY ACCOMPANYING TENDER FORM AND FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the action you should take, you are recommended immediately to seek your own independent financial advice from your stockbroker, bank manager, solicitor, accountant or other appropriate independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or, if not, another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all your Ordinary Shares, please send this document (but not the accompanying personalised Tender Form or Form of Proxy) as soon as possible to the purchaser or transferee or to the bank, stockbroker, independent financial adviser or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. However, the distribution of this document and any of the accompanying documents in jurisdictions other than the United Kingdom, including the Restricted Territories, may be restricted by law and therefore persons into whose possession this document or any of the accompanying documents come should inform themselves about, and observe, any such restrictions. Any failure to comply with any of those restrictions may constitute a violation of the securities laws of any such jurisdictions. The Tender Offer is not being made in the Restricted Territories. If you sell or have otherwise sold only part only of your holding of Ordinary Shares, you should retain this document and any Tender Form and Form of Proxy and consult the bank, stockbroker, independent financial adviser or other person through whom the sale or transfer was effected.

Panmure Gordon (UK) Limited ("Panmure Gordon"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no one else in connection with the Tender Offer as described in this document and will not regard any other person (whether or not a recipient of the document) as its client and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Panmure Gordon or for advising any such person in connection with the Tender Offer as described in this document, the contents of this document, or any transaction or arrangement referred to in this document.

Smoove plc

(incorporated and registered in England and Wales with company number 07466574 under the

Companies Act 2006 (as amended))

Proposed Tender Offer to purchase Ordinary Shares up to a maximum value of £5 million and Notice of General Meeting

Applications by Qualifying Shareholders to tender Ordinary Shares for purchase under the Tender Offer may only be made on the applicable Tender Form or, in the case of Ordinary Shares held in uncertificated form (that is, in CREST), by making a TTE Instruction.

The Tender Offer will only be available to Qualifying Shareholders on the Register at the close of business on 9 January 2023, being the Tender Offer Record Date.

The Tender Offer is not being made to Restricted Shareholders. In particular, the Tender Offer is not being made, directly or indirectly, in or into or by the use of mails by any means or instrumentality (including, without limitation, facsimile transmission, internet, telex and telephone) of interstate or foreign commerce, or any facility of a national securities exchange of the United States, nor is it being made, directly or indirectly, in or into Australia, New Zealand, Canada, the Republic of South Africa or Japan and the Tender Offer cannot be accepted by any such use, means, instrumentality or facility from Australia, New Zealand, Canada, the Republic of South Africa, Japan or the United States.

The Tender Offer described in this document is conditional upon approval from Shareholders, which is being sought at the General Meeting of the Company to be held at

11.00 a.m. on 11 January 2023. Notice of the General Meeting is set out at the end of this document.

Shareholders are requested to return the Form of Proxy accompanying this document. To be valid, the Form of Proxy accompanying this document for use by Shareholders at the General Meeting must be completed and returned in accordance with the instructions therein so as to be received by the Company's Registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing BN99 6DA by

post, as soon as possible and, in any event, not later than 11.00 a.m. on 9 January 2023. The lodging of a Form of Proxy (whether in hard copy form or electronically) will not prevent a Shareholder from attending the General Meeting and voting in person if they so wish.

Enclosed with this document is a Tender Form for use by Qualifying Shareholders in connection with the Tender Offer. To be effective, such forms must be returned as indicated so as to be received as soon as possible and, in any event, not later than 1.00 p.m. on 9 January 2023. In the case of Ordinary Shares held by Qualifying Shareholders in CREST, applications to tender Ordinary Shares can be made by submitting a TTE instruction to Equiniti Limited no later than 1.00 p.m. on 9 January 2023.

Qualifying Shareholders who hold their Ordinary Shares in certificated form should also return their share certificate(s) and/or other documents of title in respect of the Ordinary Shares tendered. Qualifying Shareholders who hold Ordinary Shares in uncertificated form (that is, in CREST) should arrange for the Ordinary Shares tendered to be transferred into escrow as described in Part II of this document.

IF YOU DO NOT WISH TO SELL ANY OF YOUR ORDINARY SHARES IN THE TENDER OFFER, DO NOT COMPLETE OR RETURN THE TENDER FORM NOR SUBMIT A TTE INSTRUCTION.

Your attention is drawn to the section headed "Action to be Taken" on page 5 of this document.

This document includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts and include statements regarding the Company's intentions, beliefs or current expectations.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances that may or may not occur. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statement.

Any forward-looking statements in this document reflect the Company's view with respect to future events as at the date of this document and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations and strategy. Save as required by applicable law, or any UK regulatory requirements the Company is under no obligation publicly to release the results of any revisions to any forward-looking statements in this document that may occur due to any change in its exceptions or to reflect events or circumstances after the date of this document.

Given these uncertainties, investors and prospective investors are cautioned not to place any undue reliance on such forward-looking statements that could cause the Company's actual results to differ materially before making any investment decision.

No statement in this document or incorporated by reference into this document is intended to constitute a profit forecast or profit estimate for any period, nor should any statement be interpreted to mean that earnings or earnings per share will necessarily be greater or less than those for the preceding financial periods of the Company.

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CONTENTS
EXPECTED TIMETABLE OF EVENTS FOR TENDER OFFER ............................................	4
ACTION TO BE TAKEN ..........................................................................................................	5
DEFINITIONS ..........................................................................................................................	6
PART I - LETTER FROM CHAIR ...........................................................................................	9
PART II - TERMS AND CONDITIONS OF THE OFFER ......................................................	13
PART III - TAXATION ..............................................................................................................	23
NOTICE OF GENERAL MEETING.........................................................................................	24

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EXPECTED TIMETABLE OF EVENTS FOR TENDER OFFER

Announcement of Tender Price	29 November 2022
Tender Offer opens	3 December 2022
Latest time and date for receipt of Forms of Proxy	11.00 a.m. on 9 January 2023
Latest time and date for receipt of Tender Forms and TTE
Instructions in CREST from Shareholders in relation to the Tender
Offer	1.00 p.m. on 9 January 2023
Tender Offer Record Date	6.00 p.m. on 9 January 2023
General Meeting	11.00 a.m. on 11 January 2023
Announcement of the results of the General Meeting and the Tender
Offer	11 January 2023
Completion of purchase of Shares under the Tender Offer	12 January 2023
CREST accounts credited for revised, uncertificated holdings of
Ordinary Shares (or, in the case of unsuccessful tenders, for entire
holdings of Ordinary Shares)	16 January 2023
CREST accounts credited in respect of Tender Offer proceeds for
uncertificated Ordinary Shares	16 January 2023
Cheques despatched in respect of Tender Offer proceeds for
certificated Ordinary Shares and balancing share certificates	as soon as practicable after
despatched	23 January 2023

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Notes:

1. References to times above and in this document generally are to London time unless otherwise specified.
2. Each of the times and dates in the expected timetable and in this document may be extended or brought forward without further notice. Any changes to the timetable will be notified to Shareholders, as required, via an RIS.

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ACTION TO BE TAKEN

Whether or not you wish to tender any of your Ordinary Shares under the Tender Offer, you are requested to complete and return your Form of Proxy in accordance with the instructions printed on it so as to be received as soon as possible and, in any event, by no later than 11.00 a.m. on 9 January 2023.

Only Qualifying Shareholders who hold Ordinary Shares on the Tender Offer Record Date are able to participate in the Tender Offer in respect of those Ordinary Shares.

Ordinary Shares held in certificated form (that is, not in CREST)

Shareholders holding Ordinary Shares in certificated form will find enclosed with this document a Form of Proxy and, if they are not a Restricted Shareholder, a personalised Tender Form and a reply-paid envelope.

Qualifying Shareholders holding Ordinary Shares in certificated form who wish to tender Ordinary Shares for purchase in the Tender Offer should complete and return the personalised Tender Form in accordance with the instructions printed on it so as to be received as soon as possible and, in any event, by no later than 1.00 p.m. on 9 January 2023.

If you do not wish to tender any of your Ordinary Shares in the Tender Offer, do not complete and return the Tender Form.

Ordinary Shares held in uncertificated form (that is, in CREST)

Shareholders holding Ordinary Shares in uncertificated form will find enclosed with this document a Form of Proxy.

Qualifying Shareholders holding Ordinary Shares in uncertificated form who wish to tender Ordinary Shares for purchase in the Tender Offer should transmit the appropriate TTE Instruction in CREST as set out in paragraph 5.2.1 of Part II of this document so as to be received as soon as possible and, in any event by no later than 1.00 p.m. on 9 January 2023.

If you do not wish to tender any of your Ordinary Shares in the Tender Offer, do not transmit a TTE Instruction in CREST.

Shareholder Helpline

If you have any queries relating to your Shareholding(s), please contact Equiniti on (0)371 384 2050. Lines open 8.30 am to 5.30 pm, Monday to Friday (excluding public holidays in England and Wales). Calls may be recorded and randomly monitored for security and training purposes. Please note that Equiniti can only provide information concerning completion of the Tender Form and cannot provide legal, financial, investment or tax advice.

Full details of the action to be taken are set out in this document and in the instructions printed on the respective forms. You should read the whole of this document which contains the terms of the Tender Offer. The attention of Restricted Shareholders and other Overseas Shareholders is drawn to the section headed "Restricted Shareholders and other Overseas Shareholders" in paragraph 11 of Part II of this document.

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