No intention to make an offer for SmartSpace

Skedda Inc.

19 February 2024

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE.

19 February 2024

No intention to make an offer for SmartSpace

Further to the announcement by Skedda Holdings, Inc ("Skedda") on 12 December 2023 that it had made an approach to the board of SmartSpace Software plc ("SmartSpace"), Skedda announces that it does not intend to make an offer for SmartSpace under Rule 2.7 of the Code.

This is a statement to which Rule 2.8 of the Code applies. As a result of this announcement, Skedda will, together with any party acting in concert with it, be bound by the restrictions contained in Rule 2.8 of the Code.

For the purpose of Rule 2.8 of the Code, Skedda, and any person(s) acting in concert with it, reserves the right to make or participate in an offer for SmartSpace (and/or take any other action which would otherwise be restricted under Rule 2.8 of the Code) within six months of the date of this announcement:

a)     with the agreement of the board of directors of SmartSpace;

b)    if SmartSpace announces a Rule 9 waiver proposal (as described in Note 1 on Dispensations from Rule 9 of the Code) or a reverse takeover (as defined in the Code);

c)    if there has been a material change of circumstances (as determined by the Panel on Takeovers and Mergers (the "Panel")); or

d)    in such other circumstances as the Panel may permit.

Enquiries:

Skedda Holdings, Inc. Mark Gentry	C/O Cavendish Capital Markets
Cavendish Capital Markets Limited (Financial Adviser to Skedda) Marc Milmo / Henrik Persson / George Lawson	Tel: [phone]

Important information

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for Skedda and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Skedda for providing the protections afforded to clients of Cavendish nor for providing advice in relation to any matter referred to herein.

This announcement is not intended to, and does not constitute, an offer to sell or the solicitation of an offer to subscribe for or buy, or an invitation to subscribe for or to purchase any securities, or the solicitation of any vote, in any jurisdiction. This is an announcement under Rule 2.8 of the Code and does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the Code.

The release, publication or distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities law of any such jurisdiction.

 

END