NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, 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.
PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A
VIOLATION OF U.S. SECURITIES LAW
FOR IMMEDIATE RELEASE
25 March 2024
Smart Metering Systems
plc
(The "Company" or "SMS")
ISSUE OF SHARES, TOTAL VOTING RIGHTS
AND PDMR DEALINGS
Further to the announcement made on
22 March 2024 that the terms of the Offer made by Sienna Bidco
Limited ("Bidco") for the entire issued
and to be issued share capital of SMS had become unconditional,
Smart Metering Systems (AIM: SMS) announces that, on 22 March 2024,
4,527,602 ordinary shares of one pence each in the capital of SMS
(the "New
Shares") were issued and allotted to
satisfy the vesting of awards and exercise of options held by
participants in the SMS LTIP and the SMS USOP (including certain
directors and PDMRs, further details of which are provided below)
in accordance with the respective terms of the relevant SMS Share
Plan.
As required by Article 19 of
Regulation (EU) No. 596/2014 on market abuse, SMS announces that (i) each of the SMS directors or PDMRs who hold
shares in the capital of SMS (including any New Shares), being Tim
Mortlock, Gail Blain, Miriam Greenwood, Graeme Bissett, Jamie
Richards and Ruth Leak and Craig McGinn, have validly accepted the
Offer in respect of all of their SMS Shares , and (ii) pursuant to
a Board approval and as part of the transaction referred to above
it has issued the following New Shares:
|
Name
|
Position
|
Number of options over ordinary shares
exercised
|
Exercise price per ordinary share
|
Options remaining after exercise
|
SMS
Share Plan
|
|
Tim Mortlock
|
Executive Director
|
264,080
|
Nil
|
-
|
SMS LTIP
|
|
133,250
|
350 pence
|
-
|
SMS USOP
|
|
309,334
|
700 pence
|
-
|
SMS USOP
|
|
250,000
|
705.4 pence
|
-
|
SMS USOP
|
|
Gail Blain
|
Executive Director
|
102,471
|
Nil
|
-
|
SMS LTIP
|
|
50,000
|
529 pence
|
-
|
SMS USOP
|
|
46,400
|
700 pence
|
-
|
SMS USOP
|
|
70,000
|
705.4 pence
|
-
|
SMS USOP
|
|
Craig McGinn
|
PDMR
|
32,792
|
Nil
|
-
|
SMS LTIP
|
|
278,400
|
700 pence
|
-
|
SMS USOP
|
|
150,000
|
705.4 pence
|
-
|
SMS USOP
|
Following Admission (as defined
below) of the above New Shares, and prior to completion of the
transfer of all SMS Shares held by the directors and/or PDMRs of
SMS in accordance with the terms of the Offer, (i) Tim Mortlock
holds 1,028,943 SMS Shares representing 0.7449% of the issued share
capital of SMS (ii) Gail Blain holds 271,588 SMS Shares
representing 0.1966% of the issued share capital of SMS and (iii)
Craig McGinn holds 465,297 SMS Shares representing 0.3368% of the
issued share capital of SMS.
Admission
Application has been made for the
New Shares to be admitted to trading on AIM ("Admission") and it is expected
that Admission will take place on or around 28 March 2024. The New
Shares will rank pari passu with SMS's existing ordinary
shares.
Following Admission, the total
number of SMS Shares in issue will be 138,134,520. This figure may
be used by SMS 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
SMS under the FCA's Disclosure Guidance and Transparency Rules. The
International Securities Identification Number (ISIN) for
SMS's ordinary shares is GB00B4X1RC86.
Capitalised terms used in this
announcement shall, unless otherwise defined, have the same
meanings as set out in the offer document published and posted to
SMS Shareholders (and for information purposes, to holders of
options under the SMS Share Plans and persons with information
rights) on 24 January 2024.
The notifications below provide
further detail.
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them.
PDMR Dealings
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
|
|
a)
|
Name
|
Tim Mortlock
|
|
2
|
Reason for notification
|
|
|
a)
|
Position/Status
|
PDMR - Director
|
|
b)
|
Initial
notification/Amendment
|
Initial Notification
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
|
a)
|
Name
|
Smart Metering Systems
plc
|
|
b)
|
LEI
|
213800FGOUFSDPE33S71
|
|
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 one pence
each
SMS
|
|
b)
|
Nature of the transaction
|
Exercise of share options and Issue
of Ordinary Shares
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
Nil
|
264,080
|
|
350 pence
|
133,250
|
|
700 pence
|
309,334
|
|
705.4 pence
|
250,000
|
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
N/A - single transaction
|
|
e)
|
Date of the transaction
|
22 March 2024
|
|
f)
|
Place of the transaction
|
London Stock Exchange,
AIM
|
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
|
|
a)
|
Name
|
Gail Blain
|
|
2
|
Reason for notification
|
|
|
a)
|
Position/Status
|
PDMR - Director
|
|
b)
|
Initial
notification/Amendment
|
Initial Notification
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
|
a)
|
Name
|
Smart Metering Systems
plc
|
|
b)
|
LEI
|
213800FGOUFSDPE33S71
|
|
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 one pence
each
SMS
|
|
b)
|
Nature of the transaction
|
Exercise of share options and Issue
of Ordinary Shares
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
Nil
|
102,471
|
|
529 pence
|
50,000
|
|
700 pence
|
46,400
|
|
705.4 pence
|
70,000
|
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
N/A - single transaction
|
|
e)
|
Date of the transaction
|
22 March 2024
|
|
f)
|
Place of the transaction
|
London Stock Exchange,
AIM
|
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
|
|
a)
|
Name
|
Craig McGinn
|
|
2
|
Reason for notification
|
|
|
a)
|
Position/Status
|
PDMR
|
|
b)
|
Initial
notification/Amendment
|
Initial Notification
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
|
a)
|
Name
|
Smart Metering Systems
plc
|
|
b)
|
LEI
|
213800FGOUFSDPE33S71
|
|
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 one pence
each
SMS
|
|
b)
|
Nature of the transaction
|
Exercise of share options and Issue
of Ordinary Shares
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
Nil
|
32,792
|
|
700 pence
|
278,400
|
|
705.4 pence
|
150,000
|
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
N/A - single transaction
|
|
e)
|
Date of the transaction
|
22 March 2024
|
|
f)
|
Place of the transaction
|
London Stock Exchange,
AIM
|
Enquiries:
|
Smart Metering Systems plc
|
0141 249
3850
|
|
|
Craig McGinn, Company
Secretary
|
|
|
|
Cavendish Securities plc (Nomad and Joint
Broker)
|
0131 220
6939 / 020 7397 8900
|
|
|
Neil McDonald / Pete
Lynch
|
|
|
|
|
|
|
|
Investec Bank plc (Joint Broker)
|
020 7597
5970
|
|
|
Christopher Baird / Henry
Reast
|
|
|
|
|
|
|
|
RBC
Capital Markets (Joint Broker)
|
020 7653
4000
|
|
|
Matthew Coakes / Evgeni
Jordanov
|
|
|
|
Instinctif Partners (PR Adviser)
|
020
7457 2020
|
|
Tim Linacre / Guy
Scarborough
|
SMS@instinctif.com
|
|
|
|
|