Issue of Shares, Total Voting Rights and PDMR

Smart Metering Systems PLC

25 March 2024

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, 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. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW

FOR IMMEDIATE RELEASE

25 March 2024

Smart Metering Systems plc

(The "Company" or "SMS")

ISSUE OF SHARES, TOTAL VOTING RIGHTS AND PDMR DEALINGS

Further to the announcement made on 22 March 2024 that the terms of the Offer made by Sienna Bidco Limited ("Bidco") for the entire issued and to be issued share capital of SMS had become unconditional, Smart Metering Systems (AIM: SMS) announces that, on 22 March 2024, 4,527,602 ordinary shares of one pence each in the capital of SMS (the "New Shares") were issued and allotted to satisfy the vesting of awards and exercise of options held by participants in the SMS LTIP and the SMS USOP (including certain directors and PDMRs, further details of which are provided below) in accordance with the respective terms of the relevant SMS Share Plan.

As required by Article 19 of Regulation (EU) No. 596/2014 on market abuse, SMS announces that (i) each of the SMS directors or PDMRs who hold shares in the capital of SMS (including any New Shares), being Tim Mortlock, Gail Blain, Miriam Greenwood, Graeme Bissett, Jamie Richards and Ruth Leak and Craig McGinn, have validly accepted the Offer in respect of all of their SMS Shares , and (ii) pursuant to a Board approval and as part of the transaction referred to above it has issued the following New Shares:

Name	Position	Number of options over ordinary shares exercised	Exercise price per ordinary share	Options remaining after exercise	SMS Share Plan
Tim Mortlock	Executive Director	264,080	Nil	-	SMS LTIP
		133,250	350 pence	-	SMS USOP
		309,334	700 pence	-	SMS USOP
		250,000	705.4 pence	-	SMS USOP
Gail Blain	Executive Director	102,471	Nil	-	SMS LTIP
		50,000	529 pence	-	SMS USOP
		46,400	700 pence	-	SMS USOP
		70,000	705.4 pence	-	SMS USOP
Craig McGinn	PDMR	32,792	Nil	-	SMS LTIP
		278,400	700 pence	-	SMS USOP
		150,000	705.4 pence	-	SMS USOP

Following Admission (as defined below) of the above New Shares, and prior to completion of the transfer of all SMS Shares held by the directors and/or PDMRs of SMS in accordance with the terms of the Offer, (i) Tim Mortlock holds 1,028,943 SMS Shares representing 0.7449% of the issued share capital of SMS (ii) Gail Blain holds 271,588 SMS Shares representing 0.1966% of the issued share capital of SMS and (iii) Craig McGinn holds 465,297 SMS Shares representing 0.3368% of the issued share capital of SMS.

Admission

Application has been made for the New Shares to be admitted to trading on AIM ("Admission") and it is expected that Admission will take place on or around 28 March 2024. The New Shares will rank pari passu with SMS's existing ordinary shares.

Following Admission, the total number of SMS Shares in issue will be 138,134,520. This figure may be used by SMS Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of SMS under the FCA's Disclosure Guidance and Transparency Rules. The International  Securities Identification Number (ISIN) for SMS's ordinary shares is GB00B4X1RC86.

Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the offer document published and posted to SMS Shareholders (and for information purposes, to holders of options under the SMS Share Plans and persons with information rights) on 24 January 2024.

The notifications below provide further detail.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.

PDMR Dealings

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Tim Mortlock
2	Reason for notification
a)	Position/Status	PDMR - Director
b)	Initial notification/Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Smart Metering Systems plc
b)	LEI	213800FGOUFSDPE33S71
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of one pence each SMS
b)	Nature of the transaction	Exercise of share options and Issue of Ordinary Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 264,080 350 pence 133,250 700 pence 309,334 705.4 pence 250,000
d)	Aggregated information -       Aggregated volume -       Price	N/A - single transaction
e)	Date of the transaction	22 March 2024
f)	Place of the transaction	London Stock Exchange, AIM

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Gail Blain
2	Reason for notification
a)	Position/Status	PDMR - Director
b)	Initial notification/Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Smart Metering Systems plc
b)	LEI	213800FGOUFSDPE33S71
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary Shares of one pence each SMS
b)	Nature of the transaction	Exercise of share options and Issue of Ordinary Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 102,471 529 pence 50,000 700 pence 46,400 705.4 pence 70,000
d)	Aggregated information -       Aggregated volume -       Price	N/A - single transaction
e)	Date of the transaction	22 March 2024
f)	Place of the transaction	London Stock Exchange, AIM

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Craig McGinn
2	Reason for notification
a)	Position/Status	PDMR
b)	Initial notification/Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Smart Metering Systems plc
b)	LEI	213800FGOUFSDPE33S71
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of one pence each SMS
b)	Nature of the transaction	Exercise of share options and Issue of Ordinary Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 32,792 700 pence 278,400 705.4 pence 150,000
d)	Aggregated information -       Aggregated volume -       Price	N/A - single transaction
e)	Date of the transaction	22 March 2024
f)	Place of the transaction	London Stock Exchange, AIM

Enquiries:

Smart Metering Systems plc	0141 249 3850
Craig McGinn, Company Secretary
Cavendish Securities plc (Nomad and Joint Broker)	0131 220 6939 / 020 7397 8900
Neil McDonald / Pete Lynch
Investec Bank plc (Joint Broker)	020 7597 5970
Christopher Baird / Henry Reast
RBC Capital Markets (Joint Broker)	020 7653 4000
Matthew Coakes / Evgeni Jordanov
Instinctif Partners (PR Adviser)	020 7457 2020
Tim Linacre / Guy Scarborough	[e-mail]

 

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