FOR IMMEDIATE
RELEASE
NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO
OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
9 April
2024
RECOMMENDED CASH OFFER
for
SMARTSPACE SOFTWARE PLC
("SMARTSPACE")
by
WELCOME UK BIDCO LIMITED
("BIDCO")
a wholly-owned subsidiary of Sign In
Solutions Inc. ("SIS")
to be effected by means of a Scheme of
Arrangement
under Part 26 of the Companies Act
2006
On 14 March 2024, the
boards of directors of SmartSpace and SIS, made an
announcement pursuant to Rule 2.7 of the Code (the "Rule 2.7 Announcement") that they had
reached agreement on the terms and conditions of a recommended cash
offer for the entire issued and to be issued ordinary share capital
of SmartSpace by SIS (the "Acquisition"), to be implemented by
means of a scheme of arrangement under Part 26 of the Companies Act
2006 (the "Scheme").
Capitalised terms used in this announcement
(the "Announcement"),
unless otherwise defined, shall have the meanings given to them in
the Rule 2.7 Announcement.
Update on
letter of intent given by Close Asset Management
Limited
As set out in the Rule 2.7 Announcement, SIS
received irrevocable undertakings or letters of intent in respect
of, in aggregate, 13,728,662 SmartSpace Shares representing
approximately 47.44 per cent. of the existing issued share capital
of SmartSpace as at 13 March 2024 (being the latest practicable
date prior to publication of the Rule 2.7 Announcement). SmartSpace
hereby announces that, pursuant to a Rule 8.3 disclosure released
by Close Asset Management Limited, in respect of the disposal of
SmartSpace Shares, the letter of intent from Close Asset Management
Limited now represents the following:
|
Name of
SmartSpace Shareholder
|
Number of
SmartSpace Shares in respect of which the letter of intent is
given
|
Percentage of
SmartSpace issued share capital (%)
|
|
Close Asset Management Limited
|
844,574
|
2.92
|
In total, therefore, SIS and Bidco have
received irrevocable undertakings or letters of intent with respect
to, in aggregate, 11,823,571 SmartSpace Shares representing
approximately 40.85 per cent. of the issued share capital of
SmartSpace as at the Latest Practicable Date (and 40.21 per cent.
of the issued share capital of SmartSpace excluding the 310,640
SmartSpace Shares beneficially held by the Executive Directors,
which will not be voted at the Court Meeting).
The Company remains in an 'offer period' in
accordance with the rules of the Code and the attention of
SmartSpace shareholders is drawn to the continuing disclosure
requirements of Rule 8 of the Code, which are summarised
below.
ENDS
Enquiries
|
SmartSpace
Software Plc
Frank Beechinor (CEO)
Kris Shaw (CFO)
Lisa Baderoon
(Head of Investor Relations)
LBaderoon@smartspaceplc.com
|
via Lisa Baderoon
- Head of Investor Relations
+44(0) 7721 413 496
|
|
Canaccord
Genuity (Financial Adviser, Nominated Adviser and
Broker)
Adam James, Harry Rees
|
+44 (0) 20 7523 8000
|
About
SmartSpace Software Plc
SmartSpace Software Plc is a fast-growing
SaaS-based technology business, designing and building smart
software solutions. The Company's software solutions help transform
employee engagement with modules which include visitor management,
desk management, meeting room management and
analytics.
The operating brands of the Company group
comprise:
·
Space Connect - SaaS meeting room and desk booking
(www.spaceconnect.co)
·
SwipedOn - SaaS visitor management, desk booking
(www.SwipedOn.com)
For more information go
to: www.smartspaceplc.com.
Canaccord Genuity Limited, which is authorised and regulated
in the United Kingdom by the FCA, is acting as financial adviser
and corporate broker exclusively for SmartSpace and for no one else
in connection with the Possible Offer and will not regard any other
person as its client in relation to the matters referred to in this
announcement and will not be responsible to anyone other than
SmartSpace for providing the protections afforded to clients of
Canaccord Genuity Limited, nor for providing advice in relation to
the Possible Offer or any other matter referred to in this
announcement.
The person responsible for arranging the
release of this announcement on behalf of SmartSpace is Kris
Shaw.
LEI: 213800IQXZ3XYCMH6U90
Publication of this announcement
In accordance with Rule 26.1 of the
Code, a copy of this announcement will be available (subject to
certain restrictions relating to persons resident in restricted
jurisdictions) on the Company's website at
www.smartspaceplc.com
by no later than 12 noon (London time) on 10 April
2024. The
content of the website referred to in this announcement is not
incorporated into and does not form part of this
announcement.
Notice to overseas investors
This announcement does not
constitute an offer to purchase any securities, or an offer to sell
or the solicitation of an offer to buy any securities, nor shall
there be any offer to purchase or sell securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful. The release, distribution or publication of this
announcement in jurisdictions other than the UK may be restricted
by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about and
observe any applicable requirements.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any
person who is interested in 1% 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 (as
defined in the Code) 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 securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule
8.3(a) applies must be made by no later than 3.30 p.m. (London
time) on the 10th business day following the commencement of the
offer period and, if appropriate, by no later than 3.30 p.m.
(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 (as defined in the Code).
Under Rule 8.3(b) of the Code, any
person who is, or becomes, interested in 1% 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(s), save to the extent that these
details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30 p.m. (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.
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).
Details of the offeree and Bidder
companies in respect of whose relevant securities Opening Position
Disclosures and Dealing Disclosures must be made can be found in
the Disclosure Table on the Takeover 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 Bidder was first identified. You should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are
in any doubt as to whether you are required to make an Opening
Position Disclosure or a Dealing Disclosure.
Rule 2.4 information
In accordance with Rule 2.4(c)(iii)
of the Code, SIS confirms that it is not aware of any dealings in
SmartSpace shares that would require it to offer a minimum level,
or a particular form, of consideration under Rule 6 or Rule 11 of
the Code. However, it has not been practicable for SIS to make
enquiries of all persons acting in concert with it prior to the
date of this announcement in order to confirm whether any details
are required to be disclosed under Rule 2.4(c)(iii) of the Code. To
the extent that any such details are identified following such
enquiries, SIS shall make an announcement disclosing such details
as soon as practicable, and in any event by no later than the time
it is required to make its Opening Position Disclosure under Rule
8.1 of the Code.
Further information
The information contained within
this announcement is deemed to constitute inside information as
stipulated under the Market Abuse (Amendment) (EU Exit) Regulations
2019. Upon the publication of this announcement, this inside
information is now considered to be in the public
domain.
