Confirmation of Buy-back Tender Scale Back Mechanism

Confirmation of Buy-back Tender Scale Back Mechanism

ThinkSmart Limited (ThinkSmart or the Company) refers to its announcement dated 7 November 2016 entitled “ThinkSmart Completes Off-Market Buy-Back Tender in Full”.

ThinkSmart wishes to clarify that the scale back percentage applicable to individual shareholders is 41.16% (100% minus 58.54% referred to in the 7 November 2016 announcement).

Accordingly, as outlined in the Off-Market Tender Buy-Back Booklet dated 4 October 2016 and subject to the qualifications to the scale back (relating to priority allocations and small residual holdings), shareholders who tendered their Shares at the Buy-Back Price of $0.38 or as Final Price Tenders had 41.46% of their Shares that were tendered in excess of the priority allocation bought back.

Under the Buy-Back Tender, the Company has bought back 9,999,178 Shares, being 8.66% of ThinkSmart’s issued share capital, at a price of $0.38 per Share for a total of $3.8 million.

The key results of the Buy-Back Tender remain as follows:

  • Size $3,799,687.64
  • Buy-Back Price $0.38 per Share
  • Capital component $0.29 per Share
  • Unfranked dividend component $0.09 per Share
  • Shares bought back 9,999,178
  • Percentage of Shares on issue bought back 8.66%
  • Scale back percentage (applicable to individual shareholders) 41.46%

Shareholders who tendered their Shares at the Buy-Back Price or Final Price had the Priority Allocation of 4,846 Shares bought back in full before the scale back was applied. Finally, shareholders who would have been left with a Small Residual Holding, being 1,212 Shares or less after the scale back, had all of their Shares bought back in full.

For shareholders who have successfully tendered their Shares, $0.09 of the Buy-Back Price is expected to be treated for Australian tax purposes as an unfranked dividend. For Australian capital gains tax purposes, the capital proceeds are expected to be $0.29, being the capital component. It is expected that both the dividend component and the capital proceeds will be confirmed by the ATO in its class ruling. The ATO has advised that it will issue its class ruling in relation to the Buy-Back Tender by mid-December 2016.

Payment for Shares bought back under the Buy-Back Tender will commence from Thursday 10 November 2016. Shares that have been tendered into the Buy-Back Tender but not bought back are expected to be released to shareholders on 8 November 2016.

Shareholders who have any enquiries in relation to their tenders may contact the ThinkSmart Information Line on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) between 8.30am and 5.00pm Monday to Friday (Perth time) (except public holidays).

Further information:
Ned Montarello, Executive Chairman
+61 (0)8 9380 8333
Neil Hackett, Company Secretary
+61 (0) 403 535 391
Michael Mullane, Cannings Corporate Communications
+61 (0)2 8284 9993


ThinkSmart Limited (ASX: TSM) a financial technology company and a leader in digital, paperless, retail point of sale finance which processes high volumes of finance transactions quickly and efficiently through its SmartCheck proprietary technology. This enables online credit approval in just a few minutes whether customers are online or in store. Our products are executable throughout today’s complex retail channel, creating additional revenue and enhanced margin performance – on and off line.

For over 13 years, ThinkSmart has been an exclusive partner to Dixons Retail, now the newly merged Dixons Carphone Group Plc, where we have developed compelling Business and Consumer lease finance propositions, most recently introducing Upgrade Anytime – a first to market offer which enables consumers to upgrade to the very latest computing and vision products, bringing more technology to more customers more often.

Download the full announcement here.

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