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.
27 March
2024
SmartSpace Software Plc
("SmartSpace" or the "Company")
Publication and posting of Scheme
Document
Expected Timetable of Principal
Events
On 14 March 2024, the boards of SmartSpace and
Welcome UK Bidco Limited, a wholly-owned subsidiary of Sign In
Solutions Inc. ("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 acquisition to be made by SIS, 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 SIS so elects, with the consent of the Panel,
a Takeover Offer).
Publication of
the Scheme Document
The board of SmartSpace is pleased to announce
that a scheme document in relation to the Scheme (the "Scheme Document") containing, among
other things, a letter from the Non-executive Chairman of
SmartSpace, an explanatory statement pursuant to section 897 of the
Act, the full terms and Conditions of the Scheme, an expected
timetable of principal events, notices of the Court Meeting and the
General Meeting and details of the action to be taken by SmartSpace
Shareholders, is being published today on SmartSpace's website
(subject to any restrictions relating to persons resident in
Restricted Jurisdictions)
at https://www.smartspaceplc.com/investors/disclaimer.
Hard copies of the Scheme Document and the
Forms of Proxy for use in connection with the Court Meeting and the
General Meeting are today being sent to SmartSpace
Shareholders.
Capitalised terms used in this announcement,
unless otherwise defined, have the same meanings as set out in the
Scheme Document.
Action to be
taken
As further detailed further in the Scheme
Document, the Scheme is subject to the Conditions. To become
Effective, the Scheme requires, among other things, that the
requisite majorities of SmartSpace Shareholders vote in favour of
the Scheme at the Court Meeting and that the requisite majority of
SmartSpace Shareholders vote in favour of the Resolution at the
General Meeting. The Scheme is also subject to the satisfaction or
waiver of the Conditions and further terms that are set out in the
Scheme Document.
Notices convening the Court Meeting for 11.00
a.m. on 18 April 2024 and the General Meeting for 11.15 a.m. (or as
soon thereafter as the Court Meeting is concluded or adjourned) on
18 April 2024, each to be held at the offices of Memery Crystal,
165 Fleet Street, London EC4A 2DY, are set out in the Scheme
Document. The Scheme requires approval at both of these
Meetings.
It is
important that, for the Court Meeting in particular, as many votes
as possible are cast so that the Court may be satisfied that there
is a fair and reasonable representation of Scheme Shareholders'
opinion. SmartSpace Shareholders are therefore strongly urged to
complete, sign and return their Forms of Proxy or appoint a proxy
electronically, through CREST or online, as soon as
possible.
Recommendation
The SmartSpace Directors, who have
been so advised by Canaccord Genuity as to the financial terms of
the Acquisition, consider the terms of the Acquisition to be fair
and reasonable. In providing advice to the SmartSpace Directors,
Canaccord Genuity has taken into account the commercial assessments
of the SmartSpace Directors.
Accordingly, the SmartSpace
Directors unanimously recommend that Scheme Shareholders vote in
favour of the Scheme at the Court Meeting and SmartSpace
Shareholders vote in favour of the resolution to be proposed at the
General Meeting, as the SmartSpace Directors have irrevocably
undertaken to do or procure to be done in respect of their own
beneficial holdings of Scheme Shares at the Court Meeting (or in
the case of the Executive Directors, to be bound by the Scheme) and
in respect of their own beneficial holdings of SmartSpace Shares at
the General Meeting.
These irrevocable undertakings
remain binding in the event of a competing offer.
SmartSpace Shareholders should
carefully read the Scheme Document in its entirety before making a
decision with respect to the Scheme.
Irrevocable
undertakings and Letters of Intent
Executive Directors irrevocable undertakings
As a result of certain
non-discretionary bonuses becoming payable on the Effective Date to
Frank Beechinor and Kristian Shaw (the "Executive Directors") under their
respective pre-existing service contracts (as further detailed in
the Scheme Document), the Executive Directors have agreed not to
vote, and will procure that their nominees will not vote, the
310,640 SmartSpace Shares beneficially held by them at the Court
Meeting. In respect of the foregoing, the terms of the irrevocable
undertakings dated 14 March 2024 from each of the Executive
Directors to Bidco have been superseded (so far as they relate to
the Executive Directors voting on the Scheme) by further
irrevocable undertakings dated 26 March 2024 from both Executive
Directors pursuant to which they have agreed to be bound by the
Scheme.
Total irrevocable undertakings and Letters of
Intent
SIS and Bidco have received
irrevocable undertakings or letters of intent with respect to, in
aggregate, 11,832,519 SmartSpace Shares representing approximately
40.88 per cent. of the issued share capital of SmartSpace as at the
Latest Practicable Date (and 40.24 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).
Expected
Timetable of Principal Events
The current expected timetable of
principal events for the implementation of the Scheme is set out
below and in the Scheme Document. If any of the key dates set out
in the expected timetable change, an announcement will be made
through a Regulatory Information Service, with such announcement
being available on SmartSpace's website
at www.smartspaceplc.com.
All times shown in this Announcement
are references to London time unless otherwise stated.
Event
|
Time1 and/or
date
|
|
Publication of the Scheme
Document
|
27
March 20242
|
Latest time for lodging BLUE Forms
of Proxy for Court Meeting
|
11.00 a.m.
on 16 April 20243
|
Latest time for lodging WHITE Forms
of Proxy for General Meeting
|
11.15 a.m.
on 16 April 20244
|
Voting Record Time for Court Meeting
and General Meeting
|
6:30 p.m.
on 16 April 2024
|
Court Meeting5
|
11.00 a.m.
on 18 April 2024
|
General
Meeting5
|
11.15 a.m.
on 18 April 2024
|
The following dates and times
associated with the Scheme are subject to change and will depend
on, among other things, the date on which the regulatory (and
other) Conditions to the Scheme are satisfied or, if capable of
waiver, waived and on the date on which the Court sanctions the
Scheme. SmartSpace will give notice of these dates and times, when
known, by issuing an announcement through a Regulatory Information
Service. Further updates and changes to these times will, at
SmartSpace's discretion, be notified in the same way. See also
footnote 6 below:
|
Scheme Court Hearing to sanction the
Scheme
|
26 April
2024
|
Last day of dealings in, and for
registration of transfers of, SmartSpace Shares
|
30 April
2024
|
Scheme Record Time
|
6.00 p.m.
on 30 April 2024
|
Disablement of CREST in respect of
SmartSpace Shares
|
6.00 p.m.
on 30 April 2024
|
Effective Date of the Scheme
|
1 May
20246
|
Suspension of admission to trading
on AIM of, and dealings in, SmartSpace Shares
|
7.30 a.m.
on 1 May 2024
|
Cancellation of admission to
trading on AIM of SmartSpace Shares
|
7.00 a.m.
on 2 May 2024
|
Despatch of cheques, despatch of
electronic payments and crediting of CREST accounts for cash
consideration under the Scheme
|
within 14
days after the Effective Date
|
Long Stop Date
|
15 July
20247
|
|
|
| |
Notes:
1 All
references in this announcement to times are to times in London
(unless otherwise stated). The dates and times given are indicative
only and are based on SmartSpace's current expectations and may be
subject to change (including as a result of changes to the
regulatory timetable). If any of the times and/or dates above
change, the revised times and/or dates will be notified to
SmartSpace Shareholders by announcement through a Regulatory
Information Service.
2 The
BLUE Form of Proxy for the Court Meeting may, alternatively, be
presented in person to the Share Registrars representative who will
be present in person at the Court Meeting at any time prior to the
commencement of the Court Meeting. However, if possible, SmartSpace
Shareholders are requested to lodge the BLUE Forms of Proxy by
11.00 a.m. (London time) on 16 April 2024 or, in the case of an
adjournment of the Court Meeting, not later than 48 hours before
the time and date set for the adjourned Court Meeting, excluding
any part of such 48-hour period falling on a day that is not a
working day.
3 The
WHITE Form of Proxy for the General Meeting must be lodged with
SmartSpace's Registrar, Share Registrars Limited, by no later than
11.15 a.m. (London time) on 16 April 2024 in order for it to be
valid, or, if the General Meeting is adjourned, no later than 48
hours before the time fixed for the holding of the adjourned
meeting, excluding any part of such 48-hour period falling on a day
that is not a working day. If the WHITE Form of Proxy is not
returned by such time, it will be invalid.
4 If
either the Court Meeting or the General Meeting is adjourned, the
Voting Record Time for the adjourned meeting will be 6.30 p.m. on
the date which is 48 hours before the date set for the adjourned
meeting (excluding any part of such 48-hour period falling on a day
that is not a working day).
5 The
Court Meeting and the General Meeting will be held at the offices
of Memery Crystal, 165 Fleet Street, London EC4A 2DY.
6 This
will be the date on which the Scheme Court Order is delivered to
the Registrar of Companies, subject to the satisfaction (or, if
applicable, waiver) of the Conditions.
7 This
is the latest date by which the Acquisition may become Effective,
unless SmartSpace and Bidco agree, and (if required) the Court and
the Takeover Panel allow, a later date.
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 28 March
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.