Court Sanction of Scheme of Arrangement

Smartspace Software PLC

26 April 2024

 

FOR IMMEDIATE RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, DIRECTLY OR INDIRECTLY, 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.

26 April 2024

SmartSpace Software Plc

("SmartSpace" or the "Company")

COURT SANCTION OF SCHEME OF ARRANGEMENT

Introduction

On 14 March 2024, the boards of SmartSpace and Welcome UK Bidco Limited ("Bidco"), a wholly-owned subsidiary of Sign In Solutions Inc., announced that they had reached agreement on the terms and conditions of a recommended cash acquisition to be made by Bidco, proposed to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") between SmartSpace and its shareholders (or, if Bidco so elects, with the consent of the Panel, a Takeover Offer). A scheme document in relation to the Scheme (the "Scheme Document") was published by SmartSpace on 27 March 2024.

Court Sanction of the Scheme

SmartSpace is pleased to announce that the High Court of Justice in England and Wales has today sanctioned the Scheme under Part 26 of the Companies Act 2006.

All Conditions to the Acquisition have now been satisfied or waived other than the delivery of a copy of the Scheme Court Order to the Registrar of Companies, which is expected to take place on 1 May 2024. On such delivery of the Scheme Court Order, the Scheme will become Effective, and a further announcement will be made at that time. SmartSpace hereby confirms that the Scheme Record Time will be 30 April 2024 at 6.00 p.m. (the "Scheme Record Time"). Scheme Shareholders whose names appear on SmartSpace's register of members at the Scheme Record Time will, upon the Scheme becoming effective in accordance with its terms, be entitled to receive consideration as provided for in the Scheme Document.

Exercise of Options and Issue of Equity

The Board of SmartSpace further announces that 1,932,764 new ordinary shares of 10 pence each in the Company ("New Ordinary Shares") have been allotted and issued to satisfy the exercise of share options held by employees (including certain directors) of SmartSpace. Accordingly, an application was made by SmartSpace for the New Ordinary Shares to be admitted to trading on AIM, and admission to trading on AIM is expected to take place at 8.00 a.m. on 29 April 2024 ("Admission").

In connection with the above exercise of options, SmartSpace has been notified that the following directors received New Ordinary Shares as detailed below.

SmartSpace Director	Number of options exercised	Resulting holding of SmartSpace Shares	% of enlarged issued share capital
Frank Beechinor	680,064	901,451	2.92%
Kristian Shaw	375,000	464,253	1.50%
Total	1,055,064	1,365,704	4.42%

Notifications by the SmartSpace Directors in accordance with the Market Abuse Regulation are set out in the Appendix to this announcement.

In accordance with Rule 2.9 of the Takeover Code, upon Admission SmartSpace will have in issue 30,873,998 Ordinary Shares (and, for the avoidance of doubt, no treasury shares). This figure may be used by 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 SmartSpace under the FCA's Disclosure Guidance and Transparency Rules. The International Securities Identification Number for SmartSpace's ordinary shares is GB00BYWN0F98.

General

The expected timetable of principal events in relation to the Scheme and the Acquisition remains as set out in the announcement by SmartSpace on 27 March 2024 of the 'Publication and Posting of Scheme Document and Expected Timetable of Principal Events'. Application has been made for dealings in SmartSpace Shares to be suspended from trading on AIM with effect by 7.30 a.m. on 1 May 2024. The suspension is made pursuant to SmartSpace's application to the London Stock Exchange and is being effected as part of the Scheme. Once suspended, it is not expected that trading in SmartSpace Shares will recommence. It is therefore expected that, subject to the Scheme becoming Effective, the cancellation admission to trading of the SmartSpace Shares on AIM will take place by 7.00 a.m. on 2 May 2024.

Capitalised terms used in this announcement, unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to times in this announcement are to London times unless otherwise stated.

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 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 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 29 April 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.

Inside 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.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, SmartSpace Shareholders, persons with information rights and participants in SmartSpace Share Plans may request a hard copy of this announcement by contacting SmartSpace's Registrars, Share Registrars, either in writing to of 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX or by calling the Shareholder Helpline on [phone]. Calls outside the UK will be charged at the applicable international rate. Lines are open between 8.30 am and 5.00 pm Monday to Friday excluding public holidays in England and Wales. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

Electronic Communications

Please be aware that addresses, electronic addresses and certain other information provided by SmartSpace Shareholders, persons with information rights and other relevant persons for the receipt of communications from SmartSpace may be provided to Bidco during the offer period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c).

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Kristian Shaw
2	Reason for the notification
a)	Position/status	Chief Financial Officer
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	SmartSpace Software Plc
b)	LEI	213800IQXZ3XYCMH6U90
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 10p each ISIN: GB00BYWN0F98
b)	Nature of the transaction	Exercise of options
c)	Price(s) and volume(s)	Price Volume 44 pence 375,000
d)	Aggregated information - Aggregated volume - Price	Price Volume 44 pence 375,000
e)	Date of the transaction
f)	Place of the transaction	London Stock Exchange, AIM Market (XLON)

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Frank Beechinor
2	Reason for the notification
a)	Position/status	Chief Executive Officer
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	SmartSpace Software Plc
b)	LEI	213800IQXZ3XYCMH6U90
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 10p each ISIN: GB00BYWN0F98
b)	Nature of the transaction	Exercise of options
c)	Price(s) and volume(s)	Price Volume 44 pence 10 pence* 568,000 112,064 *calculated following net settlement of options
d)	Aggregated information - Aggregated volume - Price	Price Volume 38.4 pence 680,064
e)	Date of the transaction
f)	Place of the transaction	London Stock Exchange, AIM Market (XLON)

 

END