NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
FOR
IMMEDIATE RELEASE
18 March 2024
Smart Metering Systems
plc
Statement by Primestone Capital LLP ("PrimeStone"), Alan Foy
and Steve Timoney (together the "Founders")
The long-term shareholder Primestone
Capital and Founders are collectively interested in or are able to
control the voting rights and acceptance decisions in respect of
23,827,659 ordinary shares in Smart Metering Systems plc ("SMS"),
representing approximately 17.8% of SMS's issued share
capital.
Noting the announcement of the cash
offer for SMS by Siena Bidco Limited ("Bidco") of 955 pence in cash
(the "Offer" and the "Offer Price"), PrimeStone Capital and the
Founders announced on 21 December 2023 that they were disappointed
with the Offer Price and intended to vote against (or procure the
exercise of relevant voting rights against) the Offer.
Whilst PrimeStone Capital and the
Founders remain disappointed with the Offer Price, they note the
announcement on 18 January 2023 of Bidco's decision (with the
consent of SMS) to switch the Offer structure from a scheme of
arrangement to a takeover, to declare the Offer Price as being
final and to set the Offer acceptance condition at 50 per cent plus
one share, the lowest level permitted under the Takeover
Code.
That announcement also included a
statement by the SMS Board that, from the date of KKR's initial
approach in respect of the Offer to the date of the announcement,
it had not received any formal proposals or indications of interest
in respect of an offer to acquire the entire issued, and to be
issued, ordinary share capital of SMS from any third parties.
PrimeStone Capital and the Founders also note that there has been
no subsequent announcement of any such third party proposal or
indication of interest.
In the light of the foregoing, and
in the absence of any third party proposal or indication of
interest in SMS, PrimeStone Capital and the Founders now intend to
assent the SMS shares in which they are interested into the
Offer.
Enquiries:
info@primestonecapital.com
For more information
on PrimeStone Capital LLP:
http://www.primestonecapital.com/
Schedule of holdings:
Name
|
Number of shares
|
% of issued share capital
|
PrimeStone Capital LLP
|
13,075,114
|
9.79%
|
Metis Investment Management
Ltd
|
4,680,851
|
3.50%
|
Metis Investments Ltd
|
372,350
|
0.28%
|
The Metis Trust
|
715,000
|
0.54%
|
Lochlane Investments Limited
|
4,984,344
|
3.73%
|
N.
M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively for PrimeStone in
connection with the matters set out in this announcement and for no
one else and will not be responsible to anyone other than
PrimeStone for providing the protections afforded to its clients
nor for providing advice in relation to the matters set out in this
announcement. Neither Rothschild & Co nor any of its
subsidiaries, branches or affiliates and their respective
directors, officers, employees or agents owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Rothschild & Co in connection
with this announcement, any statement contained herein or
otherwise.