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.
26 April
2024
SmartSpace Software Plc
("SmartSpace" or the "Company")
COURT SANCTION OF SCHEME OF
ARRANGEMENT
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.
Court Sanction
of the Scheme
SmartSpace is pleased to announce that the High
Court of Justice in England and Wales has today sanctioned the
Scheme under Part 26 of the Companies Act 2006.
All Conditions to the Acquisition have now been
satisfied or waived other than the delivery of a copy of the Scheme
Court Order to the Registrar of Companies, which is expected to
take place on 1 May 2024. On such delivery of the Scheme Court
Order, the Scheme will become Effective, and a further announcement
will be made at that time. SmartSpace hereby confirms that the
Scheme Record Time will be 30 April 2024 at 6.00 p.m. (the
"Scheme Record
Time"). Scheme Shareholders whose names appear on
SmartSpace's register of members at the Scheme Record Time will,
upon the Scheme becoming effective in accordance with its terms, be
entitled to receive consideration as provided for in the Scheme
Document.
Exercise of
Options and Issue of Equity
The Board of SmartSpace further announces that
1,932,764 new ordinary shares of 10 pence each in the Company
("New Ordinary Shares") have been allotted
and issued to satisfy the exercise of share options held by
employees (including certain directors) of SmartSpace. Accordingly,
an application was made by SmartSpace for the New Ordinary Shares
to be admitted to trading on AIM, and admission to trading on AIM
is expected to take place at 8.00 a.m. on 29 April 2024
("Admission").
In connection with the above exercise of
options, SmartSpace has been notified that the following directors
received New Ordinary Shares as detailed below.
SmartSpace Director
|
Number of options exercised
|
Resulting holding of SmartSpace Shares
|
%
of enlarged issued share capital
|
Frank Beechinor
|
680,064
|
901,451
|
2.92%
|
Kristian Shaw
|
375,000
|
464,253
|
1.50%
|
Total
|
1,055,064
|
1,365,704
|
4.42%
|
Notifications by the SmartSpace Directors in
accordance with the Market Abuse Regulation are set out in the
Appendix to this announcement.
In accordance with Rule 2.9 of the Takeover
Code, upon Admission SmartSpace will have in issue 30,873,998
Ordinary Shares (and, for the avoidance of doubt, no treasury
shares). This figure may be used by shareholders as the denominator
for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest
in, the share capital of SmartSpace under the FCA's Disclosure
Guidance and Transparency Rules. The International Securities
Identification Number for SmartSpace's ordinary shares is
GB00BYWN0F98.
General
The expected timetable of principal events in
relation to the Scheme and the Acquisition remains as set out in
the announcement by SmartSpace on 27 March 2024 of the
'Publication and Posting of
Scheme Document and Expected Timetable of Principal Events'.
Application has been made for dealings in SmartSpace Shares to be
suspended from trading on AIM with effect by 7.30 a.m. on 1 May
2024. The suspension is made pursuant to SmartSpace's application
to the London Stock Exchange and is being effected as part of the
Scheme. Once suspended, it is not expected that trading in
SmartSpace Shares will recommence. It is therefore expected that,
subject to the Scheme becoming Effective, the cancellation
admission to trading of the SmartSpace Shares on AIM will take
place by 7.00 a.m. on 2 May 2024.
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.
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 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 29 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.
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.
Notification and public
disclosure of transactions by persons discharging managerial
responsibilities and persons closely associated with
them.
|
1
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
a)
|
Name
|
Kristian Shaw
|
2
|
Reason for the notification
|
a)
|
Position/status
|
Chief Financial Officer
|
b)
|
Initial notification
/Amendment
|
Initial notification
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
SmartSpace Software Plc
|
b)
|
LEI
|
213800IQXZ3XYCMH6U90
|
4
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transactions have been
conducted
|
a)
|
Description of the financial
instrument, type of instrument
Identification code
|
Ordinary Shares of 10p
each
ISIN: GB00BYWN0F98
|
b)
|
Nature of the transaction
|
Exercise of options
|
c)
|
Price(s) and volume(s)
|
Price
|
Volume
|
44 pence
|
375,000
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Price
|
Volume
|
44 pence
|
375,000
|
|
e)
|
Date of the transaction
|
|
f)
|
Place of the transaction
|
London Stock Exchange, AIM Market
(XLON)
|
Notification and public
disclosure of transactions by persons discharging managerial
responsibilities and persons closely associated with
them.
|
1
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
a)
|
Name
|
Frank Beechinor
|
2
|
Reason for the notification
|
a)
|
Position/status
|
Chief Executive Officer
|
b)
|
Initial notification
/Amendment
|
Initial notification
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
SmartSpace Software Plc
|
b)
|
LEI
|
213800IQXZ3XYCMH6U90
|
4
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transactions have been
conducted
|
a)
|
Description of the financial
instrument, type of instrument
Identification code
|
Ordinary Shares of 10p
each
ISIN: GB00BYWN0F98
|
b)
|
Nature of the transaction
|
Exercise of options
|
c)
|
Price(s) and volume(s)
|
Price
|
Volume
|
44 pence
10 pence*
|
568,000
112,064
|
*calculated following net settlement of
options
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Price
|
Volume
|
38.4 pence
|
680,064
|
|
e)
|
Date of the transaction
|
|
f)
|
Place of the transaction
|
London Stock Exchange, AIM Market
(XLON)
|