Results of Placing

RNS Number : 5100X

Smart Metering Systems PLC

24 November 2017

 

For Immediate Release                                                                                        

THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.  PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

24 November 2017

Smart Metering Systems plc

Results of Placing

Smart Metering Systems plc (AIM: SMS.L) ("SMS" or the "Company") announced earlier today details of a conditional placing to raise approximately £150 million (before expenses) (the "Placing") to be completed by way of an accelerated bookbuild process (the "Bookbuild").

The Company is pleased to confirm that the Bookbuild has been completed and the Company has, conditionally, raised gross proceeds of £150 million through the Placing. Pursuant to the Placing, Placees have agreed to subscribe for 21,739,131 Placing Shares at an issue price of 690 pence per new Ordinary Share.

The Placing Price represents a discount of 5.1 per cent. to the closing mid-market price of the Company's Ordinary Shares of 727 pence on 23 November 2017 (being the last Business Day prior to the announcement of the Placing). The Placing Shares will represent approximately 19.3 per cent of the Company's issued Ordinary Shares following Admission, excluding any issues of shares pursuant to the exercise of any employee share incentives between the date of this announcement (the "Announcement") and Admission.

The Placing and the Bookbuild were managed by Cenkos Securities plc ("Cenkos"), Barclays Bank PLC ("Barclays") and Macquarie Capital (Europe) Limited ("Macquarie") (the "Joint Bookrunners").

Rothschild is acting as Financial Adviser to SMS in connection with the Placing and associated Extended Credit Facility.

The Placing Shares will be issued and credited as fully paid and will rank in full for all dividends and other distributions declared, made or paid after the admission of those Ordinary Shares and will otherwise rank on Admission pari passu in all respects with each other and with the Existing Ordinary Shares.

The Placing is conditional upon, amongst other things:

•      the passing of the resolutions (without amendment) to be proposed at the General Meeting (the "Resolutions");

•      the Placing Agreement having become unconditional (save for Admission) and not having been terminated in accordance with its terms prior to Admission; and

•      Admission taking place by no later than 8.00 a.m. on 22 December 2017 (or such later date as the Joint Bookrunners may agree in writing with the Company, being not later than 8.00 a.m. on 4 January 2018).

Next Steps

The General Meeting is expected to be held on 20 December 2017 at the offices of CMS Cameron McKenna Nabarro Olswang LLP at 1 West Regent Street, Glasgow G2 1AP for the purpose of passing the Resolutions.

The Circular, containing the Notice of the General Meeting, which sets out the Resolutions and further details on the Placing, is expected to be despatched to Shareholders of the Company on or about 27 November 2017. The Circular will include a unanimous Board recommendation that all shareholders vote in favour of the Resolutions.

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is currently expected that Admission will become effective, and that dealings in the Placing Shares will commence on AIM, at 8.00 a.m. on 22 December 2017. The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares. The total issued share capital of the Company, as increased by the Placing Shares, immediately following Admission (and excluding any issues of shares pursuant to the exercise of any employee share incentives between the date of this Announcement and Admission) will be 112,450,800 Ordinary Shares.

The expected timetable set out in the Company's announcement regarding the proposed Placing released earlier today remains unchanged and is, for reference, set out again below.

The times and dates set out below, and mentioned throughout this Announcement, are subject to change, and may be adjusted by the Company in consultation with the Joint Bookrunners. The timetable below also assumes that the Resolutions are all passed at the General Meeting without adjournment. In the event of any significant changes from the expected timetable below, details of the new times and dates will be notified to Shareholders by an announcement on a Regulatory Information Service.

Posting of the Circular, the Notice of General Meeting and the Forms of Proxy	27 November 2017
Latest time and date for receipt of Forms of Proxy	9.00 a.m. on 18 December 2017
Voting record date	5.00 p.m. on 18 December 2017
General Meeting	9.00 a.m. on 20 December 2017
Admission effective and dealings in Placing Shares expected to commence on AIM	8.00 a.m. on 22 December 2017
Notes
1.        Each of the times and dates in the above timetable, and shown elsewhere in this Announcement, are indicative only and if any of the details contained in the timetable above should change, the revised times and dates will be notified to shareholders by means of an announcement through a Regulatory Information Service. 2.        All of the above times refer to London time unless otherwise stated. 3.        All events listed in the above timetable following the General Meeting are conditional on the passing of the Resolutions at the General Meeting.

Capitalised terms not otherwise defined in the text of this Announcement have the meanings given in the Company's announcement regarding the proposed Placing released earlier today.

For further information, please contact:

Smart Metering Systems plc	[phone]
Alan Foy, CEO David Thompson, CFO Craig McGinn, Company Secretary
Cenkos Securities PLC	[phone] / [phone]
Nominated Adviser, Broker and Joint Bookrunner
Iain Macarthur / Neil McDonald
Barclays Bank PLC	[phone]
Joint Bookrunner
Neal West / Eddie Siow / Phil Drake
Macquarie Capital (Europe) Limited	[phone]
Joint Bookrunner
Ben Bailey / Alex Reynolds / Nick Stamp
Rothschild	[phone]
Financial Adviser
Emmet Walsh / Peter Nicklin / Jonathan Finn / Yuri Shakhmin
Kreab	[phone]
Matthew Jervois / Daniel Holgersson

About Smart Metering Systems plc

With its business established in 1995, Smart Metering Systems plc, headquartered in Glasgow, connects, owns and operates gas and electricity meters on behalf of major energy companies. The Company's full end to end energy management services and consultancy business support large blue chip companies in the UK, through a network of offices in Bolton, Cardiff, Cambridge, Doncaster, Enfield, Newmarket, Normanton and Rugby.

The Company's services also include infrastructure design, installation, consultancy and project management services for new gas, electricity, water and telecoms connections for licenced energy and telecoms suppliers, end consumers and the UK's licenced electricity Distribution Network Owners (DNO's).

The Company was admitted to the AIM market in July 2011 and is now part of the FTSE AIM 50 index.

For more information on SMS please visit the Company's website: www.sms-plc.com.

The information contained within this Announcement is inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this Announcement this inside information is now considered to be in the public domain.

Regulated Information Classification: Inside information

IMPORTANT NOTICES

This Announcement and the information contained in it is restricted and is not for publication, release or distribution, in whole or in part, directly or indirectly, in, into or from the United States, Australia, Canada, South Africa or Japan or any other state or jurisdiction in which publication, release or distribution would be unlawful, restricted or unauthorised (each a "Restricted Territory"). This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in any Restricted Territory or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Subject to certain exemptions, the securities referred to in this Announcement may not be offered or sold in any Restricted Territory or for the account or benefit of any national resident or citizen of any Restricted Territory. The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, taken up, resold, transferred or delivered, directly or indirectly, in, into or within the United States except pursuant to registration under the Securities Act or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Placing Shares are being offered and sold (i) in the United States only to a limited number of "qualified institutional buyers" as defined in Rule 144A ("QIBs") pursuant to an exemption from the registration requirements of the Securities Act in a transaction not involving a public offering and in compliance with the securities laws of any state or other jurisdiction of the United States; and (ii) outside the United States in offshore transactions in reliance on and in accordance with Regulation S under the Securities Act ("Regulation S"). No public offering of the Placing Shares referred to in this Announcement is being made in the United States, United Kingdom, any Restricted Territory or elsewhere. No representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Directive) to be published. Persons needing advice should consult an independent financial advisor.

This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any of the Joint Bookrunners or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by or on behalf of the Joint Bookrunners or any of their respective affiliates in connection with the Company, the Placing Shares or the Placing and any responsibility therefore is expressly disclaimed. The Joint Bookrunners and each of their respective affiliates, accordingly disclaim all and any liability, whether arising in tort, contract or otherwise in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied is made by the Joint Bookrunners or any of their respective affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement.

Each of Cenkos Securities plc and Macquarie Capital (Europe) Limited is authorised and regulated by the FCA in the United Kingdom and Barclays Bank PLC is authorised by the Prudential Regulation Authority (the "PRA") and regulated by the PRA and the FCA in the United Kingdom. N M Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated in the United Kingdom by the FCA, is acting as Financial Adviser to the Company in relation to the Placing. Each of the Joint Bookrunners and Rothschild is acting solely for the Company and no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on the Joint Bookrunners and Rothschild by the UK Financial Services and Markets Act 2000 or by the regulatory regime established under it, none of the Joint Bookrunners or Rothschild or any of their respective affiliates accepts any responsibility whatsoever for the contents of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of any of the Joint Bookrunners or Rothschild or any of their respective affiliates in connection with the Company, the Placing Shares or the Placing. Each of the Joint Bookrunners and Rothschild and their respective affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by any of the Joint Bookrunners or Rothschild or any of their respective affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement.

The offering of the Placing Shares in certain jurisdictions may be restricted by law. Neither this Announcement nor any part or copy of it may be taken or transmitted into the United States or distributed, directly or indirectly, in or into the United States, as that term is defined in Regulation S. Neither this Announcement nor any copy of it may be taken, transmitted, or distributed directly or indirectly into any Restricted Territory. Any failure to comply with these restrictions may constitute a violation of United States or other Restricted Territory securities laws. No action has been taken by the Company or the Joint Bookrunners that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Joint Bookrunners to inform themselves about, and to observe, such restrictions.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement.  Any representation to the contrary is unlawful.  Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of the Appendix or this Announcement should seek appropriate advice before taking any action. 

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Joint Bookrunners.

Any indication in this Announcement of the price at which the existing ordinary shares in the Company have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser.

No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

This Announcement includes forward-looking statements, which include all statements other than statements of historic facts, including, without limitation, those regarding the Company's and/or its subsidiaries' (the "Group") financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Group's control that could cause the actual results, performance or achievements of the Group to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Group will operate in the future. These forward-looking statements speak only as at the date of this Announcement. The Company, its directors and its or their advisors expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Group's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law or the AIM Rules for Companies, as published and amended from time to time by the London Stock Exchange.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

 

END

 

 

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