TIDMTSL
RNS Number : 6617G
ThinkSmart Limited
16 November 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
16 November 2022
ThinkSmart Limited
("ThinkSmart" or the "Company" which together with its subsidiaries is the "Group")
Results of Scheme Meetings and Annual General Meeting
Approval of the Scheme
ThinkSmart (AIM: TSL) announces that ThinkSmart Shareholders and
Excluded Shareholders [1] today voted in favour of the proposed
acquisition of ThinkSmart by Tuscan Equity Pty Ltd ("Bidco") by way
of a scheme of arrangement under the Australian Corporations Act
2001 (Cth) (the "Scheme"), as announced on 29 July 2022 and
referred to in its subsequent announcements regarding the Scheme.
ThinkSmart Shareholders also today voted in favour of the
resolutions at the Annual General Meeting, including those that
were necessary for the Scheme to proceed.
On 24 October 2022, ThinkSmart published a scheme booklet in
relation to the Scheme, which contained the notice of the meeting
of ThinkSmart Shareholders ("General Scheme Meeting") and the
notice of the meeting of Excluded Shareholders ("Excluded
Shareholder Scheme Meeting") to consider and vote on the Scheme
("Scheme Meetings"), as well as the notice of Annual General
Meeting, each of which were convened on 16 November 2022.
Results of Scheme Meetings and Annual General Meeting
ThinkSmart is pleased to announce that, at the Scheme Meetings
and the Annual General Meeting each held earlier today:
-- the resolutions to approve the Scheme (the "General Scheme
Resolution" and "Excluded Shareholder Scheme Resolution") were
passed by the requisite majorities of ThinkSmart Shareholders and
Excluded Shareholders at each Scheme Meeting; and
-- all resolutions were passed by the requisite majority of
ThinkSmart Shareholders (including Excluded Shareholders, where
applicable) at the Annual General Meeting (including those
resolutions that were required for the Scheme to proceed).
Details of the General Scheme Resolution and Excluded
Shareholder Scheme Resolution are set out in the notices of each
Scheme Meeting contained in the Scheme Booklet, and information
relating to the resolutions voted on at the Annual General Meeting
is set out in the notice of Annual General Meeting contained in the
Scheme Booklet.
General Scheme Meeting
The table below sets out the results of the poll at the General
Scheme Meeting. In summary:
-- 91.30% of ThinkSmart Shareholders (other than the Excluded
Shareholders) present and voting (in person or by proxy, attorney
or corporate representative) voted in favour of the General Scheme
Resolution; and
-- 90.58% of the votes cast by ThinkSmart Shareholders (other
than the Excluded Shareholders) were in favour of the General
Scheme Resolution.
Results ThinkSmart Shares ThinkSmart Shareholders No. of ThinkSmart
of General held by ThinkSmart (other than Excluded Shares h eld by
Scheme Shareholders (other Shareholders) who ThinkSmart Shareholders
Resolution than Excluded Shareholders) voted (other than Excluded
voted Shareholders) voted
as a % of the ThinkSmart
Shares eligible
to be voted at the
General Scheme Meeting
Number % Number %
------------------- ---------- ------------- -----------
FOR 26,457,457 90.58 42 91.30 34.88
------------------- ---------- ------------- ----------- --------------------------
AGAINST 2,749,893 9.42 4 8.70 3.63
------------------- ---------- ------------- ----------- --------------------------
TOTAL 29,207,350 100 46 100 38.51
------------------- ---------- ------------- ----------- --------------------------
Excluded Shareholder Scheme Meeting
The table below sets out the results of the poll at the Excluded
Shareholder Scheme Meeting. In summary:
-- 100% of Excluded Shareholders present and voting (in person
or by proxy, attorney or corporate representative) voted in favour
of the Excluded Shareholder Scheme Resolution; and
-- 100% of the votes cast by Excluded Shareholders were in
favour of the Excluded Shareholder Scheme Resolution.
Results ThinkSmart Shares Excluded Shareholders No. of ThinkSmart
of Excluded h eld by Excluded who voted Shares h eld by
Shareholder Shareholders voted Excluded Shareholders
Scheme voted as a % of
Resolution the ThinkSmart
Shares eligible
to be voted at
the Excluded Shareholder
Scheme Meeting
Number % Number %
--------------- ----- -------------- --------
FOR 31,842,286 100 6 100 100
--------------- ----- -------------- -------- --------------------------
AGAINST 0 0 0 0 0
--------------- ----- -------------- -------- --------------------------
TOTAL 31,842,286 100 6 100 100
--------------- ----- -------------- -------- --------------------------
Annual General Meeting
The results of the resolutions proposed at the Annual General
Meeting are shown below.
Resolution For Against Abstain*
Number % Number %
----------- ------ ---------- -----
1: Retirement and
Re-election of Director
- Mr Gary Halton 56,782,466 96.62 1,984,825 3.38 340,749
----------- ------ ---------- ----- ---------
2: Financial Assistance
Resolution - required
for Scheme to become
Effective 25,283,376 92.74 1,980,325 7.26 2,053
----------- ------ ---------- ----- ---------
3: Financial Benefit
Resolution - required
for Scheme to become
Effective 25,278,376 92.72 1,985,325 7.28 2,053
----------- ------ ---------- ----- ---------
* Votes cast by a person who abstains on an item are not counted
in calculating the required majority on a poll.
Next steps
The Scheme remains subject to the approval of the Federal Court
of Australia at the hearing scheduled for 10.15am (Perth time) on
Tuesday, 22 November 2022, and certain other conditions precedent
as set out in section 4.3 in the Scheme Booklet.
If the Court approves the Scheme, ThinkSmart proposes to lodge
an office copy of the orders of the Court with the Australian
Securities and Investments Commission (expected to occur on
Wednesday, 23 November 2022), at which time the Scheme will become
effective.
The indicative timetable of the key milestones outstanding under
the Scheme remains as set out on pages 14 to 16 of the Scheme
Booklet and is also set out below.
Event Date
Second Court Date 22 November
Court hearing to approve the Scheme 2022
----------------------------
Last day for dealings in, and for the registration 22 November
of transfer of, ThinkSmart Shares 2022
Last day for repositioning securities between
the ThinkSmart Share Register (for Australian
shares) and the ThinkSmart DI Register (for UK
Depositary Interests)
----------------------------
Suspension of dealings in ThinkSmart Shares 23 November
2022 at 7.30am
(London time)
----------------------------
Effective Date 23 November
Court order lodged with ASIC and announcement 2022
to AIM
----------------------------
Scheme Record Date 25 November
Date for determining entitlements to Scheme Consideration 2022 at:
for: * 5.00pm (Perth time)
* ThinkSmart Shareholders
* 6.00pm (London time)
* ThinkSmart DI Holders
----------------------------
Disablement of CREST in respect of ThinkSmart 25 November
Shares 2022 at 6.00pm
London time
----------------------------
Implementation Date 2 December
2022
----------------------------
Cancellation of admission to trading on AIM of 5 December
ThinkSmart Shares 2022 at 7.00am
(London time)
----------------------------
Sale of Block Sale Shares 5 December
2022 to 7 December
2022
----------------------------
Payment of Scheme Consideration As soon as
practicable
following the
sale of the
Block Sale
Shares, expected
to be approximately
8 Business
Days after
completion
of the sale
of the Block
Sale Shares
----------------------------
All times and dates in the above timetable are references to the
time and date in Perth, Australia unless otherwise stated. All such
times and dates are subject to change. Certain times and dates are
conditional on the approval of the Court and the satisfaction of
the other conditions precedent of the Scheme set out in section 4.3
of the Scheme Booklet. Any changes will be announced by ThinkSmart
via the RNS of the LSE.
Capitalised terms used in this announcement shall, unless
otherwise defined, have the same meanings as set out in the Scheme
Booklet. All references to times in this announcement are to Perth
time, Australia times unless stated otherwise.
For further information please contact:
ThinkSmart Limited Via Buchanan
Canaccord Genuity Li mi ted
(Nominated Adviser and Broker)
Emma Gabriel
Andrew Potts
Tom Diehl +44 (0)20 7523 8350
Buchanan
Giles Stewart
Chris Lane
Toto Berger +44 20 7466 5000
Notes to Editors
About ThinkSmart Limited
ThinkSmart's roots are as a specialist digital payments platform
business. Following the sale of its remaining 10% shareholding in
Clearpay in January 2022, the Group holds shares in NYSE listed
Block, Inc (NYSE: SQ). The Group also provides an outsourced call
centre customer service and support service to Clearpay and is
managing the wind-down of its leasing business.
Further information
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Scheme or otherwise, nor shall there
be any sale, issuance or transfer of securities of ThinkSmart in
any jurisdiction in contravention of applicable law. The Scheme
will be implemented in accordance with the Scheme Implementation
Deed and the Scheme Booklet, which will contain the full terms and
conditions of the Scheme including details of how to vote in
respect of the Scheme. Any vote in respect of the Scheme or other
response in relation to the Scheme should be made on the basis of
the information contained in the Scheme Booklet. This announcement
does not constitute a prospectus, prospectus equivalent document or
an exempted document.
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser.
Overseas shareholders
The release, publication or distribution of this announcement in
or into jurisdictions other than Australia or the UK may be
restricted by law and therefore any persons who are subject to the
law of any jurisdiction other than Australia or the UK should
inform themselves of, and observe, any applicable legal or
regulatory requirements. Any failure to comply with such
requirements may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the Scheme
disclaim any responsibility or liability for the violation of such
restrictions by any person. This announcement has been prepared in
accordance and for the purpose of complying with Australian law,
English law, the AIM Rules, the Market Abuse Regulation and the
Disclosure Guidance and Transparency Rules and information
disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside
Australia or England.
The availability of the Scheme to ThinkSmart Shareholders who
are not resident in and citizens of Australia or the UK may be
affected by the laws of the relevant jurisdictions in which they
are located or of which they are citizens. Persons who are not
resident in Australia or the UK should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdictions. In particular, the ability of persons who are not
resident in Australia or the UK to vote their ThinkSmart Shares
with respect to the Scheme at the Scheme Meeting, or to appoint
another person as proxy to vote at the Scheme Meeting on their
behalf, may be affected by the laws of the relevant jurisdictions
in which they are located. Any failure to comply with the
applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Scheme disclaim any responsibility or liability for the
violation of such restrictions by any person.
Forward looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Scheme, and other information published by Bidco or ThinkSmart may
contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
Bidco and ThinkSmart about future events, and are therefore subject
to risks and uncertainties which could cause actual results to
differ materially from the future results expressed or implied by
the forward-looking statements.
The forward-looking statements contained in this announcement
include statements relating to the expected effects of the Scheme
on Bidco and ThinkSmart (including their future prospects,
developments and strategies), the expected timing and scope of the
Scheme and other statements other than historical facts. Often, but
not always, forward-looking statements can be identified by the use
of forward-looking words such as "plans", "expects", "estimates",
"forecasts", "intends" or "anticipates", or variations of such
words and phrases or statements that certain actions, events or
results "may", "could", "should", "would", "might" or "will" be
taken, occur or be achieved. Although Bidco and ThinkSmart believe
that the expectations reflected in such forward-looking statements
are reasonable, Bidco and ThinkSmart can give no assurance that
such expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur
in the future. There are a number of factors that could cause
actual results and developments to differ materially from those
expressed or implied by such forward-looking statements.
These factors include, but are not limited to: the ability to
complete the Scheme; the ability to obtain requisite regulatory and
shareholder approvals and the satisfaction of other conditions on
the proposed terms and timetable; changes in general economic and
business conditions; the behaviour of other market participants;
the anticipated benefits from the proposed transaction not being
realised as a result of changes in general economic and market
conditions; weak, volatile or illiquid capital and/or credit
markets; changes in tax rates, interest rate and currency value
fluctuations; the degree of competition in the geographic and
business areas in which ThinkSmart operates and changes in laws or
in supervisory expectations or requirements. Other unknown or
unpredictable factors could cause actual results to differ
materially from those in the forward-looking statements. Such
forward-looking statements should therefore be construed in the
light of such factors. Neither Bidco nor ThinkSmart, nor any of
their respective associates or directors, officers or advisers,
provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any
forward-looking statements in this announcement will
actually occur. You are cautioned not to place any reliance on
these forward-looking statements. Other than in accordance with
their legal or regulatory obligations, neither Bidco nor ThinkSmart
is under any obligation, and Bidco and ThinkSmart expressly
disclaim any intention or obligation, to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
[1] the term "Excluded Shareholders" has the meaning given to it
in the definitions section of the Scheme Booklet. In summary, it
means Mr Ned Montarello and the entities he is related to that hold
ThinkSmart shares.
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END
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