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.

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.

Annual General Meeting

The results of the resolutions proposed at the Annual General Meeting are shown below.

* 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.

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:

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.