Change in Significant and Director Shareholdings

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

4 December 2018

Green & Smart Holdings plc

("Green & Smart" or "the Company")

Change in Significant Shareholding and

Director / PDMR Shareholding

Green & Smart Holdings plc (AIM: GSH), a renewable energy company generating power from biogas captured through the treatment of palm oil mill effluent ("POME") in Malaysia, announces that it has been notified that Serba Dinamik Group Berhad ("SDGB"), a wholly-owned subsidiary of Serba Dinamik Holdings Berhad ("SDHB"), has purchased from K2M Ventures Sdn Bhd ("K2MV"), a company wholly owned by Mr Saravanan Rasaratnam (CEO and a director of the Company) and Mr Navindran Balakrishnan (COO and a director of the Company), 34,537,581 ordinary shares of no par value ("Ordinary Shares") in Green & Smart (the "Share Purchase"), representing 10.0% of the issued share capital of the Company. The conditions precedent to the Share Purchase have been fulfilled and the Share Purchase is due to settle within seven (7) days from 4 December 2018. The Share Purchase was at a price of 6.97 pence per share, being equal to the five-day volume weighted average price of the Company's shares on AIM up to and including 13 November 2018.  

SDHB is a Malaysia-based investment holding company focused on the energy services industry. Serba Dinamik International Limited ("SDIL"), a significant shareholder in the Company, is a wholly-owned subsidiary of SDHB. Following the Share Purchase, SDHB, through its ownership of SDGB and SDIL, has a beneficial interest in 86,343,581 Ordinary Shares in Green & Smart, representing 25.0% of the issued share capital of the Company.  

Under the terms of the share purchase agreement, SDGB is entitled to appoint one non-executive director to the Company's Board of Directors. The appointment of the nominated non-executive director will be subject to the usual regulatory requirements for an AIM listed company.

The Company has also revised the terms of the Continuing Lock-in Agreement, detailed within the Company's admission document dated 6 May 2016, such that the 34,537,581 Ordinary Shares to be held by SDGB are subject to the terms of the Continuing Lock-in Agreement, under which SDGB has agreed not to dispose of any interest in any Ordinary Shares held by it unless a legal opinion is obtained from the Company's Malaysian lawyers in terms satisfactory to the Company and Cantor Fitzgerald Europe that no member of the Company is subject to any restriction on foreign ownership under the Malaysian Renewable Energy (Feed-in Approval and Feed-in Tariff Rate) Rules 2011 (as amended, extended or re-enacted from time to time).

Following the Share Purchase, K2MV has an interest in 112,319,753 Ordinary Shares representing 32.5% of the Company's issued share capital. Following the Share Purchase, Mr Rasaratnam and Mr Balakrishnan, through their direct and indirect holdings, have a beneficial interest in 68,003,211 and 68,003,210 Ordinary Shares respectively, representing 19.7% and 19.7% of the issued share capital of the Company respectively.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.

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