Smoove : 24-May-2023 - Rule 2.11 Letter to Employees

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

STRICTLY PRIVATE AND CONFIDENTIAL

23 May 2023

Smoove plc

("Smoove" or the "Company")

(Incorporated in England and Wales with registered number 07466574)

Registered office:

Masters Court

Church Road

Thame

Oxon

England

OX9 3FA

Directors:

Martin Rowland

Jesper With-Fogstrup

Michael Cress

Oliver Scott

Elaine Bucknor

Office and Registered Address: Masters Court, Church Road, Thame, OX9 3FA.

Smoove is a trading style of United Legal Services Ltd. Registered in England & Wales Company Number 04594095 VAT Number: 825 3486 19.

United Legal Services Ltd is a wholly owned subsidiary of Smoove plc. Registered in England & Wales Company Number: 07466574

23 May 2023

To employees of Smoove plc ("Smoove" or the "Company")

Possible offer for Smoove plc by PEXA Group Limited ("PEXA")

Dear Employee,

As you may be aware, on 24 April 2023, following press speculation, the Company announced that it is in discussions with PEXA regarding a possible cash offer for the entire issued and to be issued share capital of Smoove. Discussions with PEXA are at an early stage and on 22 May 2023, the Company announced that the Panel on Takeovers and Mergers (the "Takeover Panel") has consented to an extension to the deadline for which PEXA is required to either announce a firm intention to make an offer for Smoove or to announce that it does not make an offer. Such announcement must now be made by no later than 5.00 p.m. on 16 June 2023. There can be no certainty that an offer will be made for the Company, nor as to the terms on which an offer may be made.

The full text of the announcements on 24 April 2023 and 22 May 2023 are enclosed with this letter, as required under Rule 2.11 of the City Takeover Code (the "Code").

Potential alternative transaction

The Board of the Company also confirmed in the announcement on 24 April 2023 that it was considering an alternative potential transaction proposed to it by a separate third party. Such transaction, if pursued, would not have resulted in an Offer for the Company under the rules of the Code.

On 25 April 2023, the Company announced it had been notified by the third party that following disclosure of the possible offer it was discontinuing discussions in relation to this alternative potential transaction. The full text of this announcement is also enclosed with this letter

Yours faithfully

Martin Rowland

Chairman

Office and Registered Address: Masters Court, Church Road, Thame, OX9 3FA.

Smoove is a trading style of United Legal Services Ltd. Registered in England & Wales Company Number 04594095 VAT Number: 825 3486 19.

United Legal Services Ltd is a wholly owned subsidiary of Smoove plc. Registered in England & Wales Company Number: 07466574

Availability of hard copies

If you received this letter and the attached announcement in electronic form you may request a hard copy of the documents by contacting the Company Secretary at [e-mail], on 01844 265380 or by submitting a request in writing addressed to Equiniti Group PLC, Aspect House, Spencer Road Lancing, West Sussex BN99 6DA. It is important that you note that unless you make such a request, a hard copy of the documents will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to any offer or the formal sale process should be in hard copy form.

Opinion of employee representatives

As noted in the cover letter above, discussions with PEXA are at an early stage and there can be no certainty that an offer will be made for the Company. If an offer is recommended by the Board to shareholders, then a circular will be sent to shareholders for approval.

Smoove employees should be aware of their right to appoint representatives, and the right of such of their representatives under Rule 25.9 of the Code to have a separate opinion on the effects of the possible offer by PEXA on employment appended to any circular that may be published by Smoove in accordance with Rule 25.1 of the Code.

If any such opinion is not received in good time before publication of a circular (and provided that it is received no later than 14 days after the date on which the offer is declared wholly unconditional) then Smoove will publish the opinion on the Smoove website and announce that it has been published by an RNS announcement. Smoove will be responsible for the costs reasonably incurred by the employee representatives in obtaining the advice required for the verification of the information contained in their opinion and the costs of the publication of any such opinion received.

Directors' responsibility statement

The Directors of the Company accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Directors, who have taken all reasonable care to ensure such is the case, the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. This is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the possible offer or otherwise.

Provision of addresses, electronic addresses and other details

Please note that addresses, electronic addresses and certain other information provided by the shareholders of the Company, persons with information rights and other relevant persons for the receipt of communications from the Company may be provided to the offeror during the offer period as required under Section 4 of Appendix 4 of the Code.

Dealing disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any

Office and Registered Address: Masters Court, Church Road, Thame, OX9 3FA.

Smoove is a trading style of United Legal Services Ltd. Registered in England & Wales Company Number 04594095 VAT Number: 825 3486 19.

United Legal Services Ltd is a wholly owned subsidiary of Smoove plc. Registered in England & Wales Company Number: 07466574

securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

Office and Registered Address: Masters Court, Church Road, Thame, OX9 3FA.

Smoove is a trading style of United Legal Services Ltd. Registered in England & Wales Company Number 04594095 VAT Number: 825 3486 19.

United Legal Services Ltd is a wholly owned subsidiary of Smoove plc. Registered in England & Wales Company Number: 07466574