FOR IMMEDIATE
RELEASE
NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN,
DIRECTLY OR INDIRECTLY, 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.
1 May
2024
SmartSpace Software Plc
("SmartSpace" or the "Company")
SCHEME OF ARRANGEMENT BECOMES
EFFECTIVE
Introduction
On 14 March 2024, the boards of SmartSpace and
Welcome UK Bidco Limited ("Bidco"), a wholly-owned subsidiary of
Sign In Solutions Inc., announced that they had reached agreement
on the terms and conditions of a recommended cash acquisition to be
made by Bidco, proposed to be implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme") between SmartSpace and its
shareholders (or, if Bidco so elects, with the consent of the
Panel, a Takeover Offer). A scheme document in relation to the
Scheme (the "Scheme
Document") was published by SmartSpace on 27 March
2024.
The Boards of SmartSpace and Bidco are pleased
to announce that, further to the announcement on 26 April 2024 that
the High Court of Justice in England and Wales had sanctioned the
Scheme at the Scheme Court Hearing held on that date, the Scheme
Court Order has been delivered to the Registrar of Companies today;
and accordingly, the Scheme has now become effective in accordance
with its terms and the entire issued share capital of SmartSpace is
now owned by Bidco.
Suspension of
trading and cancellation of admission to trading of SmartSpace
Shares
As previously disclosed, admission to trading
in SmartSpace Shares on AIM was suspended with effect from 7.30
a.m. today and the cancellation of admission to trading of
SmartSpace Shares on AIM is expected to take place by 7.00 a.m. on
2 May 2024.
As a result of the Scheme having become
effective, share certificates in respect of SmartSpace Shares have
ceased to be valid documents of title and entitlements to
SmartSpace Shares held in uncertificated form in CREST are being
cancelled.
Settlement of
cash consideration
Scheme Shareholders on the register of members
of the Company at the Scheme Record Time, being 6.00 p.m. (London
time) on 30 April 2024, will be entitled to receive 90 pence in
cash for each Scheme Share held at the Scheme Record Time. The
latest date for the dispatch of cheques to SmartSpace Shareholders
and settlement through CREST for cash consideration due under the
Scheme is 15 May 2024.
Resignation of
directors
Additionally, as set out in the Scheme
Document, as the Scheme has now become Effective, each of the
executive and non-executive directors of SmartSpace have resigned
as directors of SmartSpace with effect from 7.00 a.m. on 2 May
2024.
Dealing
disclosures
SmartSpace is no longer in an "offer period" as
defined in the Takeover Code and accordingly the dealing disclosure
requirements previously notified to SmartSpace Shareholders no
longer apply.
Capitalised terms used in this announcement,
unless otherwise defined, have the same meanings as set out in the
Scheme Document. All references to times in this announcement are
to London times unless otherwise stated.
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 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 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 2 May
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.
Inside 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.
Requesting hard copy documents
In accordance with Rule 30.3 of the
Takeover Code, SmartSpace Shareholders, persons with information
rights and participants in SmartSpace Share Plans may request a
hard copy of this announcement by contacting SmartSpace's
Registrars, Share Registrars, either in writing to of 3 The
Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX or by
calling the Shareholder Helpline on +44 (0)1252 821390. Calls
outside the UK will be charged at the applicable international
rate. Lines are open between 8.30 am and 5.00 pm Monday to Friday
excluding public holidays in England and Wales. For persons who
receive a copy of this announcement in electronic form or via a
website notification, a hard copy of this announcement will not be
sent unless so requested. Such persons may also request that all
future documents, announcements and information to be sent to you
in relation to the Acquisition should be in hard copy
form.
Electronic Communications
Please be aware that addresses,
electronic addresses and certain other information provided by
SmartSpace Shareholders, persons with information rights and other
relevant persons for the receipt of communications from SmartSpace
may be provided to Bidco during the offer period as required under
Section 4 of Appendix 4 of the Takeover Code to comply with Rule
2.11(c).
Rounding
Certain figures included in this
announcement have been subjected to rounding adjustments.
Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in
certain tables may not be an arithmetic aggregation of figures that
precede them.
