Adjournment of Court Meeting and General Meeting

Smart Metering Systems PLC

05 January 2024

 

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 SUCH JURISDICTION

FOR IMMEDIATE RELEASE

5 January 2024

RECOMMENDED CASH ACQUISITION

for

Smart Metering Systems plc ("SMS")

by

Sienna Bidco Limited ("Bidco")

a newly formed company wholly-owned by funds advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates ("KKR")

Adjournment of the Court Meeting and General Meeting and impact on the Expected Timetable of Principal Events

On 7 December 2023, the boards of directors of SMS and Bidco, a newly formed company wholly-owned by funds advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates, announced (the "2.7 Announcement") that they had reached agreement on the terms and conditions of a recommended cash acquisition by Bidco of the entire issued, and to be issued, ordinary share capital of SMS (the "Acquisition"). It is intended that the Acquisition will be effected by means of a Court-sanctioned scheme of arrangement (the "Scheme") under Part 26 of the Companies Act 2006 (the "Act").

The scheme document containing, among other things, the full terms and conditions of the Acquisition, the notices of the Court Meeting and the General Meeting, each convened for 9 January 2024, and details of the actions to be taken by SMS Shareholders, was posted to SMS Shareholders on 15 December 2023 (the "Scheme Document"). Defined terms used but not defined in this announcement have the meanings set out in Scheme Document and this announcement should be read in conjunction with the Scheme Document and the full text of the 2.7 Announcement.

This announcement is being made with the agreement and approval of Bidco and KKR.

Reconfirmation of unanimous recommendation regarding the Acquisition

The SMS Directors, who have been so advised by RBC and Investec as to the financial terms of the Acquisition, continue to consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the SMS Directors, RBC and Investec have taken into account the commercial assessments of the SMS Directors. Investec is providing independent financial advice to the SMS Directors for the purposes of Rule 3 of the Takeover Code.

The SMS Directors continue to consider that the terms of the Acquisition (including the Scheme) are in the best interests of SMS Shareholders as a whole. Accordingly, the SMS Directors reconfirm their unanimous recommendation that the Scheme Shareholders vote in favour of the Scheme at the Court Meeting and SMS Shareholders vote in favour of the Special Resolution to be proposed at the General Meeting, as the SMS Directors who hold interests in SMS Shares have irrevocably undertaken to do in respect of their own legal and/or beneficial holdings over which they have control. Accordingly, SMS Shareholders are encouraged to carefully read and take any actions set out in this announcement, including with respect to Forms of Proxy.

SMS Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

No third-party proposal or indication of interest

The SMS Board confirms that, from the date of KKR's initial approach in respect of the Acquisition to the date of this announcement, it has 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.

Adjournment of the Court Meeting and General Meeting

The SMS Board has reached the view that, taking into account the timing of the posting of the Scheme Document and the resultant deadline for submission of Forms of Proxy, it is in the best interests of the Company and the SMS Shareholders taken as a whole to adjourn the Meetings to provide the SMS Shareholders with further time to consider the Scheme.

The SMS Board has considered and agreed that the Chairman should use the discretion available to the Chairman to adjourn the Court Meeting and General Meeting which are convened for 9 January 2024 in order to give shareholders additional time to consider the Scheme and submit their Forms of Proxy. Accordingly, the SMS Board recommends that SMS Shareholders do not attend the Court Meeting and the General Meeting on 9 January 2024. Following the formal exercise of the Chairman's discretion to adjourn the Court Meeting and the General Meeting on 9 January 2024, a further announcement will be made by SMS confirming this.

Notices of the Court Meeting and the General Meeting are contained in Part X and Part XI respectively of the Scheme Document.

The SMS Board intends to adjourn the Court Meeting and the General Meeting so as to be held on 22 January 2024 at 9.30 a.m. and 9.45 a.m. (or as soon thereafter as the Court Meeting concludes or is further adjourned), respectively, at the offices of Hogan Lovells International LLP, Atlantic House, 50 Holborn Viaduct, London, EC1A 2FG, London, United Kingdom. Forms of Proxy in respect of the Court Meeting and the General Meeting should therefore now be returned so as to be received as soon as possible and in any event not later than:

·      9.30 a.m. on 18 January 2024 in respect of the Court Meeting; and

·      9.45 a.m. on 18 January 2024 in respect of the General Meeting,

or, if in either case the Meeting is adjourned or rescheduled (if postponed), the relevant Form of Proxy should be received no later than 48 hours (excluding any part of such 48-hour period falling on a non-working day) before the time fixed for the adjourned or rescheduled Meeting (if postponed).

Existing Forms of Proxy in respect of the Court Meeting and the General Meeting remain valid save that the times and dates set out therein are to be amended as set out in this announcement.

If the BLUE Form of Proxy in respect of the Court Meeting is not received by the relevant time specified above, it may also be handed to the Chairman at the Court Meeting, at any time prior to the commencement of the Court Meeting (or any adjournment or postponement thereof).

SMS Shareholders who have already submitted Forms of Proxy for the Court Meeting and the General Meeting and do not wish to change their voting instructions, do not need to take any further action as their Forms of Proxy will continue to be valid in respect of the Court Meeting and the General Meeting.

SMS Shareholders who have submitted Forms of Proxy for the Court Meeting and / or the General Meeting and who now wish to change their voting instructions, should contact Computershare Investor Services plc, SMS's Registrar, on [phone]. Please use the country code if calling from outside the UK. Lines are open between 8:30 a.m. and 5:30 p.m. Monday to Friday (except public holidays in England and Wales). Calls from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones. Please note that calls may be monitored or recorded and Computershare cannot provide advice on the merits of the Acquisition or the Scheme or give any financial, legal or tax advice.

SMS Shareholders are also reminded that completion and return of a Form of Proxy, or the appointment of a proxy electronically (using any procedure described in the Scheme Document), will not prevent them from voting at the Court Meeting or the General Meeting in person. Please refer to the Scheme Document for further information.

As set out in the Scheme Document, subject to obtaining the consent of the Panel, Bidco has reserved the right to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme.

Indicative timetable update

An updated expected timetable for the Acquisition is set out below and, accordingly, the times and dates set out in the Expected Timetable of Principal Events in the Scheme Document and Forms of Proxy should be considered to be amended as set out below.  

The following indicative timetable is based on SMS's and Bidco's current expected dates for the implementation of the Scheme and is subject to change. If any of the dates and/or times in this expected timetable changes, the revised dates and/or times will be notified to SMS Shareholders by announcement through the Regulatory Information Service of the London Stock Exchange, with such announcement being made available on SMS's website at https://www.sms-plc.com/. Unless otherwise stated, all times referred to in the timetable set out below are London times.

Event	Time and/or date(1)
Latest time for lodging Forms of Proxy for the:
Court Meeting (BLUE form)	9.30 a.m. on 18 January 2024(2)
General Meeting (WHITE form)	9.45 a.m. on 18 January 2024(3)
Voting Record Time	6:00 p.m. on 18 January 2024(4)
Court Meeting	9.30 a.m. on 22 January 2024
General Meeting	9.45 a.m. on 22 January 2024(5)
Expected date of the Sanction Hearing	13 February 2024
Last day for dealings in, and for the registration of transfer of, SMS Shares	14 February 2024
Scheme Record Time	6:00 p.m. on 14 February 2024
Disablement of CREST in respect of SMS Shares	6:00 p.m. on 14 February 2024
Suspension of dealings in SMS Shares	by 7:30 a.m. on 15 February 2024
Effective Date of the Scheme	15 February 2024(6)
Cancellation of admission to trading of SMS Shares on AIM	by 7:00 a.m. on 16 February 2024
Latest date for despatch of cheques, payment by direct bank credit and crediting of CREST accounts for cash consideration due under the Scheme	within 14 days of the Effective Date
Long Stop Date	31 May 2024(7)
(1)        These dates are indicative only and will depend, among other things, on the date upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar of Companies. SMS will give adequate notice of all of these dates and times, when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available on SMS's website at www.sms-plc.com. Further updates and changes to these times will be notified in the same way. Participants in the SMS Share Plans will be contacted separately regarding the effect of the Acquisition on their rights under these schemes and, where applicable, provided with further details concerning the proposals being made to them in accordance with Rule 15 of the Takeover Code, and dates and times relevant to them. (2)        It is requested that the BLUE Forms of Proxy for the Court Meeting be received no later than 48 hours (excluding any part of such 48-hour period falling on a non-working day) prior to the time appointed for the Court Meeting or, if the Court Meeting is adjourned or rescheduled (if postponed), the time fixed for any adjourned or rescheduled Court Meeting (if postponed). If the BLUE Form of Proxy in respect of the Court Meeting is not received by the relevant time, it may also be handed to the Chairman at the Court Meeting, at any time prior to the commencement of the Court Meeting (or any adjournment or postponement thereof). (3)        In order to be valid, the WHITE Forms of Proxy for the General Meeting must be received by no later than 48 hours (excluding any part of such 48-hour period falling on a non-working day) prior to the time appointed for the General Meeting or, if the General Meeting is adjourned or rescheduled (if postponed), the time fixed for any adjourned or rescheduled General Meeting (if postponed). (4)        If either the Court Meeting or the General Meeting is adjourned or rescheduled (if postponed), the Voting Record Time for the relevant adjourned or rescheduled Meeting (if postponed) will be 6:00 p.m. on the day which is 48 hours (excluding any part of a day which is not a Business Day) prior to the date of the adjourned or reschedule Meeting (if postponed). (5)        To commence at 9:45 a.m. or as soon thereafter as the Court Meeting concludes or is adjourned. (6)        Following sanction of the Scheme by the Court, the Scheme will become Effective in accordance with its terms upon a copy of the Court Order being delivered to the Registrar of Companies. This is presently expected to occur within two Business Days after the date of the Sanction Hearing, subject to satisfaction or (if capable of waiver) waiver of the Conditions. (7)        This is the latest date by which the Scheme may become effective. However, the Long Stop Date may be extended to such later date as may be agreed between Bidco and SMS, with the approval of the Court and the Panel if required.

Enquiries:

Morgan Stanley (Joint Financial Adviser to KKR) Shirav Patel / Francesco Puletti / Andrew Foster / George Chalaris / Nagib Ahmad	[phone]
Macquarie Capital (Joint Financial Adviser to KKR) Adam Hain / Ashish Mehta	[phone]
FGS Global (PR Adviser to KKR) Faeth Birch / Alastair Elwen / Sophia Johnston	[e-mail] [phone]
Smart Metering Systems plc Miriam Greenwood, Chairman / Tim Mortlock, Chief Executive Officer / Gail Blain, Chief Financial Officer / Dilip Kejriwal, Head of Investor Relations	[phone]
RBC Capital Markets (Joint Financial Adviser and Joint Broker to SMS) Mark Preston / Evgeni Jordanov / Matthew Coakes / Sam Jackson	[phone]
Investec Bank plc (Joint Financial Adviser and Joint Broker to SMS) Henry Reast / James Rudd / Shalin Bhamra	[phone]
Cavendish Securities plc (Nomad and Joint Broker to SMS) Neil McDonald / Peter Lynch / Adam Rae	[phone]
Instinctif Partners (Public Relations Adviser to SMS) Tim Linacre / Guy Scarborough	[e-mail] [phone] [phone]

Simpson Thacher & Bartlett LLP is acting as legal adviser to KKR and Bidco.

Hogan Lovells International LLP is acting as legal adviser to SMS. Burness Paull LLP are providing legal advice to SMS as to Scots law.

IMPORTANT NOTICES

This announcement is for information purposes only and is not intended to, and does not, constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of SMS in any jurisdiction in contravention of applicable law. The Acquisition will be implemented solely pursuant to the terms of the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the offer document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the offer document).

This announcement does not constitute a prospectus, prospectus equivalent document or exempted document.

The Acquisition will be subject to English and Scots law, the jurisdiction of the Court, and the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority ("FCA"), the AIM Rules and the Registrar of Companies.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Notices related to financial advisers

RBC Europe Limited (trading as RBC Capital Markets), which is authorised by the Prudential Regulatory Authority ("PRA") and regulated by the FCA and the PRA in the United Kingdom, is acting for SMS and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than SMS for providing the protections afforded to clients of RBC Capital Markets, or for providing advice in connection with this announcement or any matter referred to herein.

Investec, which is authorised by the PRA and regulated by the FCA and PRA in the United Kingdom, is acting exclusively as financial adviser to SMS and for no one else in connection with the matters referred to in this announcement and will not be responsible to any person other than SMS for providing the protections afforded to clients of Investec, nor for providing advice in relation to the Scheme Document, the content of this announcement and/or the Scheme Document or any matter referred to in this announcement and/or the Scheme Document. Neither Investec nor any of its subsidiaries, branches or affiliates 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 Investec in connection with this announcement, any statement contained herein or otherwise.

Cavendish, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for SMS and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than SMS for providing the protections afforded to clients of Cavendish or for providing advice in relation to the subject matter of this announcement and/or the Scheme Document, the contents of this announcement and/or the Scheme Document and any other matters referred to in this announcement and/or the Scheme Document.

Morgan Stanley & Co. International plc ("Morgan Stanley"), which is authorised by the PRA and regulated by the FCA and the PRA in the UK is acting as financial adviser exclusively for KKR and no one else in connection with the matters set out in this announcement. In connection with such matters, Morgan Stanley, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in connection with the contents of this announcement or any other matter referred to in this announcement.

Macquarie Capital (Europe) Limited ("Macquarie Capital"), which is regulated by the FCA in the UK is acting as financial adviser exclusively for KKR and no one else in connection with the matters set out in this announcement. In connection with such matters, Macquarie Capital, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in connection with the contents of this announcement or any other matter referred to in this announcement. Macquarie Capital (Europe) Limited is not an authorised deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia), and its obligations do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542.  Any investments are subject to investment risk including possible delays in repayment and loss of income and principal invested.  Macquarie Bank Limited does not guarantee or otherwise provide assurance in respect of the obligations of Macquarie Capital (Europe) Limited.

Overseas shareholders

The release, publication or distribution of this announcement and any accompanying documents (in whole or in part) in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves of, and observe, any applicable legal or regulatory requirements. Any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

The availability of the Acquisition to SMS Shareholders who are not resident in and citizens of the UK may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in the UK to vote their Scheme Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including, without limitation, agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Notice to U.S. investors in SMS

The Acquisition is being made to acquire the securities of a Scottish company by means of a scheme of arrangement provided for under Scots law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the U.S. Exchange Act of 1934. Accordingly, the Acquisition and the Scheme are subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of the U.S. tender offer and proxy solicitation rules. Certain financial information included in this announcement has been or will have been prepared in accordance with generally accepted accounting principles of the United Kingdom and thus may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. However, if, in the future, Bidco were to exercise its right to implement the Acquisition of the SMS Shares by way of an offer, such offer will be made in compliance with applicable U.S. securities laws and regulations, including Section 14(e) of the U.S. Exchange Act and Regulation 14E thereunder. Such a takeover would be made in the United States by Bidco and no one else.

Neither the SEC nor any securities commission of any state of the U.S. nor any other U.S. regulatory authority has approved the Acquisition, passed upon the fairness of the Acquisition or passed upon the adequacy or accuracy of this announcement. Any representation to the contrary is a criminal offence in the U.S..

The receipt of cash pursuant to the Acquisition by a U.S. Holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. SMS Shareholders are urged to consult their independent professional advisers immediately regarding the tax consequences of the Acquisition applicable to them.

It may be difficult for U.S. Holders of SMS Shares to enforce their rights and any claim arising out of the U.S. federal laws, since Bidco and SMS are located in a non-U.S. jurisdiction, and some or all of their officers and directors may be residents of a non-U.S. jurisdiction.

U.S. Holders of SMS Shares may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgement.

To the extent permitted by applicable law, in accordance with normal UK practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, Bidco, certain affiliated companies and their nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, SMS Shares outside of the U.S., other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the U.S. Exchange Act, each of Morgan Stanley, Macquarie Capital, Cavendish, Investec and RBC will continue to act as a connected exempt principal trader in SMS Shares on the London Stock Exchange. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website, www.londonstockexchange.com/.

Cautionary note regarding forward-looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Bidco or SMS contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco or SMS (as applicable) about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on Bidco and SMS (including their future prospects, developments and strategies), the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "prepares", "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "synergy", "strategy", "scheduled", "goal", "estimates", "forecasts", "cost-saving", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's, SMS's, any member of the Bidco Group's or any member of the SMS Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Bidco's, SMS's, any member of the Bidco Group's or any member of the SMS Group's business.

Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco and SMS about future events, and are therefore subject to risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements, including: increased competition, the loss of or damage to one or more key customer relationships, changes to customer ordering patterns, delays in obtaining customer approvals for engineering or price level changes, the failure of one or more key suppliers, the outcome of business or industry restructuring, the outcome of any litigation, changes in economic conditions, currency fluctuations, changes in interest and tax rates, changes in raw material or energy market prices, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines, technological developments, the failure to retain key management, or the timing and success of future acquisition opportunities or major investment projects. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward looking statements. Such forward looking statements should therefore be construed in the light of such factors. Neither Bidco nor SMS, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this announcement will actually occur. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. All subsequent oral or written forward looking statements attributable to any member of the Bidco Group or the SMS Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

Other than in accordance with their legal or regulatory obligations, neither Bidco nor SMS is under any obligation, and Bidco and SMS expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. 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 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. on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3:30 p.m. 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.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. 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. 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 offeror 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 Panel's website at https://www.thetakeoverpanel.org.uk/, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement and the Scheme Document will be available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on SMS's website at https://www.sms-plc.com/ by no later than 12 noon (London time) on the business day following the date of this announcement. For the avoidance of doubt, neither the contents of this website nor the content of any other website accessible from hyperlinks on such website is incorporated into or forms part of this announcement.

No profit forecasts, estimates or quantified benefits statements

No statement in this announcement is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for SMS for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for SMS.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, SMS Shareholders, persons with information rights and participants in SMS Share Plans may request a hard copy of this announcement by contacting Computershare through either of the following methods: (i) telephoning Computershare on [phone]. If calling from outside of the UK, please ensure the country code is used. Lines will be open from 8:30 a.m. to 5:30 p.m., Monday to Friday (except public holidays in England and Wales); or (ii) submitting a request in writing to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, United Kingdom. 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 SMS Shareholders, persons with information rights and other relevant persons for the receipt of communications from SMS 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) of the Takeover Code.

 

END