Form 8 (OPD) - Smart Metering Systems (SMS)

Smart Metering Systems PLC
12 December 2023
 

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

(a) Full name of discloser:

Smart Metering Systems plc

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

     The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.

N/A

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

     Use a separate form for each offeror/offeree

Smart Metering Systems plc

(d) Is the discloser the offeror or the offeree?

OFFEREE

(e) Date position held:

     The latest practicable date prior to the disclosure

12 December 2023

(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

     If it is a cash offer or possible cash offer, state "N/A"

N/A

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

 

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

 

Class of relevant security:

 

 

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

Nil

Nil

Nil

(2) Cash-settled derivatives:

 

Nil

Nil

Nil

Nil

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

Nil

Nil

Nil

 

     TOTAL:

Nil

Nil

Nil

Nil

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

Class of relevant security in relation to which subscription right exists:

None

Details, including nature of the rights concerned and relevant percentages:

None

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

 

Director Interests

 

Interests held by the directors of Smart Metering Systems plc, their close relatives and related trusts

 

Director

Number of Ordinary Shares held

Percentage of total issued share capital (%)

Tim Mortlock

72,228

0.05%

Gail Blain

2,717

0.00%

Miriam Greenwood

32,049

0.02%

Graeme Bissett

22,911

0.01%

Jamie Richards

8,611

0.00%

Ruth Leak

2,825

0.00%

Total

141,341

0.10%

 

 

Options over Ordinary Shares:

 

Name

Share Plan

Date of award

No. of ordinary shares under option

Exercise price (per share)

Vesting date

Tim Mortlock

SMS Long Term Incentive Plan ("SMS LTIP")

14 March 2023

93,635

NIL

75% of the SMS LTIP options vest on the 3rd anniversary of grant, with a further 12.5% on each of the fourth and fifth anniversaries. The holder must exercise the options within 10 years from the date of granting. 

Tim Mortlock

SMS LTIP

7 July 2022

90,733

NIL

Tim Mortlock

SMS Unapproved Share Option Plan ("SMS USOP")

12 November 2014

133,250

350 pence

Options vest 5 years from granting and the holder must exercise the options within 10 years from the date of granting. 

Tim Mortlock

SMS USOP

13 July 2018

309,334

700 pence

Tim Mortlock

SMS USOP

10 February 2021

250,000

705.4 pence

Gail Blain

SMS LTIP

14 March 2023

55,351

NIL

75% of the SMS LTIP options vest on the 3rd anniversary of grant, with a further 12.5% on each of the fourth and fifth anniversaries. The holder must exercise the options within 10 years from the date of granting. 

Gail Blain

SMS USOP

26 September 2016

50,000

529 pence

Options vest 5 years from granting and the holder must exercise the options within 10 years from the date of granting.

Gail Blain

SMS USOP

13 July 2018

46,400

700 pence

Gail Blain

SMS USOP

10 February 2021

70,000

705.4 pence

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

 

None

 

 

(b)        Agreements, arrangements or understandings relating to options or derivatives

 

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i)  the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

 

None

 

 

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

 

 

Date of disclosure:

12 December 2023

Contact name:

Craig McGinn

Telephone number:

+44 (0)7966 390 279

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

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