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:	[phone]

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 [phone].

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

 

END