Disclosure under Rule 2.10(c) of the Takeover Code

Smartspace Software PLC

28 March 2024

 

FOR IMMEDIATE RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION 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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

28 March 2024

RECOMMENDED CASH OFFER

for

SMARTSPACE SOFTWARE PLC ("SMARTSPACE")

by

WELCOME UK BIDCO LIMITED ("BIDCO")

a wholly-owned subsidiary of Sign In Solutions Inc. ("SIS")

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

On 14 March 2024, the boards of directors of SmartSpace and SIS, made an announcement pursuant to Rule 2.7 of the Code (the "Rule 2.7 Announcement") that they had reached agreement on the terms and conditions of a recommended cash offer for the entire issued and to be issued ordinary share capital of SmartSpace by SIS (the "Acquisition"), to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

Capitalised terms used in this announcement (the "Announcement"), unless otherwise defined, shall have the meanings given to them in the Rule 2.7 Announcement.

Update on letter of intent given by Close Asset Management Limited

As set out in the Rule 2.7 Announcement, SIS received irrevocable undertakings or letters of intent in respect of, in aggregate, 13,728,662 SmartSpace Shares representing approximately 47.44 per cent. of the existing issued share capital of SmartSpace as at 13 March 2024 (being the latest practicable date prior to publication of the Rule 2.7 Announcement). SmartSpace hereby announces that, pursuant to a Rule 8.3 disclosure released by Close Asset Management Limited, in respect of the disposal of SmartSpace Shares, the letter of intent from Close Asset Management Limited now represents the following: 

Name of SmartSpace Shareholder	Number of SmartSpace Shares in respect of which the letter of intent is given	Percentage of SmartSpace issued share capital (%)
Close Asset Management Limited	846,849	2.93

In total, therefore, SIS and Bidco have received irrevocable undertakings or letters of intent with respect to, in aggregate, 11,825,846 SmartSpace Shares representing approximately 40.86 per cent. of the issued share capital of SmartSpace as at the Latest Practicable Date (and 40.22 per cent. of the issued share capital of SmartSpace excluding the 310,640 SmartSpace Shares beneficially held by the Executive Directors, which will not be voted at the Court Meeting).

The Company remains in an 'offer period' in accordance with the rules of the Code and the attention of SmartSpace shareholders is drawn to the continuing disclosure requirements of Rule 8 of the Code, which are summarised below.

ENDS

Enquiries

SmartSpace Software Plc Frank Beechinor (CEO) Kris Shaw (CFO) Lisa Baderoon (Head of Investor Relations) [e-mail]	via Lisa Baderoon - Head of Investor Relations [phone]
Canaccord Genuity (Financial Adviser, Nominated Adviser and Broker) Adam James, Harry Rees	[phone]

About SmartSpace Software Plc

SmartSpace Software Plc is a fast-growing SaaS-based technology business, designing and building smart software solutions. The Company's software solutions help transform employee engagement with modules which include visitor management, desk management, meeting room management and analytics.

The operating brands of the Company group comprise:

·    Space Connect - SaaS meeting room and desk booking (www.spaceconnect.co)

·    SwipedOn - SaaS visitor management, desk booking (www.SwipedOn.com)

For more information go to: www.smartspaceplc.com.

Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser and corporate broker exclusively for SmartSpace and for no one else in connection with the Possible Offer and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than SmartSpace for providing the protections afforded to clients of Canaccord Genuity Limited, nor for providing advice in relation to the Possible Offer or any other matter referred to in this announcement.

The person responsible for arranging the release of this announcement on behalf of SmartSpace is Kris Shaw.

LEI: 213800IQXZ3XYCMH6U90

Publication of this announcement

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) on the Company's website at www.smartspaceplc.com by no later than 12 noon (London time) on 26 March 2024. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Notice to overseas investors

This announcement does not constitute an offer to purchase any securities, or an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer to purchase or sell securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The release, distribution or publication of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about and observe any applicable requirements.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 (as defined in the Code) 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. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) 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 (as defined in the Code).

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% 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. (London time) 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 Bidder 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 Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any Bidder 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 2.4 information

In accordance with Rule 2.4(c)(iii) of the Code, SIS confirms that it is not aware of any dealings in SmartSpace shares that would require it to offer a minimum level, or a particular form, of consideration under Rule 6 or Rule 11 of the Code. However, it has not been practicable for SIS to make enquiries of all persons acting in concert with it prior to the date of this announcement in order to confirm whether any details are required to be disclosed under Rule 2.4(c)(iii) of the Code. To the extent that any such details are identified following such enquiries, SIS shall make an announcement disclosing such details as soon as practicable, and in any event by no later than the time it is required to make its Opening Position Disclosure under Rule 8.1 of the Code.

Further information

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse (Amendment) (EU Exit) Regulations 2019. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

 

END