Publication of Scheme Document

Smartspace Software PLC

27 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.

27 March 2024

SmartSpace Software Plc

("SmartSpace" or the "Company")

Publication and posting of Scheme Document

Expected Timetable of Principal Events

On 14 March 2024, the boards of SmartSpace and Welcome UK Bidco Limited, a wholly-owned subsidiary of Sign In Solutions Inc. ("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 acquisition to be made by SIS, 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 SIS so elects, with the consent of the Panel, a Takeover Offer).

Publication of the Scheme Document

The board of SmartSpace is pleased to announce that a scheme document in relation to the Scheme (the "Scheme Document") containing, among other things, a letter from the Non-executive Chairman of SmartSpace, an explanatory statement pursuant to section 897 of the Act, the full terms and Conditions of the Scheme, an expected timetable of principal events, notices of the Court Meeting and the General Meeting and details of the action to be taken by SmartSpace Shareholders, is being published today on SmartSpace's website (subject to any restrictions relating to persons resident in Restricted Jurisdictions) at https://www.smartspaceplc.com/investors/disclaimer.

Hard copies of the Scheme Document and the Forms of Proxy for use in connection with the Court Meeting and the General Meeting are today being sent to SmartSpace Shareholders.

Capitalised terms used in this announcement, unless otherwise defined, have the same meanings as set out in the Scheme Document.

Action to be taken

As further detailed further in the Scheme Document, the Scheme is subject to the Conditions. To become Effective, the Scheme requires, among other things, that the requisite majorities of SmartSpace Shareholders vote in favour of the Scheme at the Court Meeting and that the requisite majority of SmartSpace Shareholders vote in favour of the Resolution at the General Meeting. The Scheme is also subject to the satisfaction or waiver of the Conditions and further terms that are set out in the Scheme Document.

Notices convening the Court Meeting for 11.00 a.m. on 18 April 2024 and the General Meeting for 11.15 a.m. (or as soon thereafter as the Court Meeting is concluded or adjourned) on 18 April 2024, each to be held at the offices of Memery Crystal, 165 Fleet Street, London EC4A 2DY, are set out in the Scheme Document.  The Scheme requires approval at both of these Meetings.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholders' opinion. SmartSpace Shareholders are therefore strongly urged to complete, sign and return their Forms of Proxy or appoint a proxy electronically, through CREST or online, as soon as possible.

Recommendation

The SmartSpace Directors, who have been so advised by Canaccord Genuity as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the SmartSpace Directors, Canaccord Genuity has taken into account the commercial assessments of the SmartSpace Directors.

Accordingly, the SmartSpace Directors unanimously recommend that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and SmartSpace Shareholders vote in favour of the resolution to be proposed at the General Meeting, as the SmartSpace Directors have irrevocably undertaken to do or procure to be done in respect of their own beneficial holdings of Scheme Shares at the Court Meeting (or in the case of the Executive Directors, to be bound by the Scheme) and in respect of their own beneficial holdings of SmartSpace Shares at the General Meeting.

These irrevocable undertakings remain binding in the event of a competing offer.

SmartSpace Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Irrevocable undertakings and Letters of Intent

Executive Directors irrevocable undertakings

As a result of certain non-discretionary bonuses becoming payable on the Effective Date to Frank Beechinor and Kristian Shaw (the "Executive Directors") under their respective pre-existing service contracts (as further detailed in the Scheme Document), the Executive Directors have agreed not to vote, and will procure that their nominees will not vote, the 310,640 SmartSpace Shares beneficially held by them at the Court Meeting. In respect of the foregoing, the terms of the irrevocable undertakings dated 14 March 2024 from each of the Executive Directors to Bidco have been superseded (so far as they relate to the Executive Directors voting on the Scheme) by further irrevocable undertakings dated 26 March 2024 from both Executive Directors pursuant to which they have agreed to be bound by the Scheme.

Total irrevocable undertakings and Letters of Intent

SIS and Bidco have received irrevocable undertakings or letters of intent with respect to, in aggregate, 11,832,519 SmartSpace Shares representing approximately 40.88 per cent. of the issued share capital of SmartSpace as at the Latest Practicable Date (and 40.24 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).

Expected Timetable of Principal Events

The current expected timetable of principal events for the implementation of the Scheme is set out below and in the Scheme Document. If any of the key dates set out in the expected timetable change, an announcement will be made through a Regulatory Information Service, with such announcement being available on SmartSpace's website at www.smartspaceplc.com.

All times shown in this Announcement are references to London time unless otherwise stated.

Event		Time1 and/or date
Publication of the Scheme Document	27 March 20242
Latest time for lodging BLUE Forms of Proxy for Court Meeting	11.00 a.m. on 16 April 20243
Latest time for lodging WHITE Forms of Proxy for General Meeting	11.15 a.m. on 16 April 20244
Voting Record Time for Court Meeting and General Meeting	6:30 p.m. on 16 April 2024
Court Meeting5	11.00 a.m. on 18 April 2024
General Meeting5	11.15 a.m. on 18 April 2024
The following dates and times associated with the Scheme are subject to change and will depend on, among other things, the date on which the regulatory (and other) Conditions to the Scheme are satisfied or, if capable of waiver, waived and on the date on which the Court sanctions the Scheme. SmartSpace will give notice of these dates and times, when known, by issuing an announcement through a Regulatory Information Service. Further updates and changes to these times will, at SmartSpace's discretion, be notified in the same way. See also footnote 6 below:
Scheme Court Hearing to sanction the Scheme	26 April 2024
Last day of dealings in, and for registration of transfers of, SmartSpace Shares	30 April 2024
Scheme Record Time	6.00 p.m. on 30 April 2024
Disablement of CREST in respect of SmartSpace Shares	6.00 p.m. on 30 April 2024
Effective Date of the Scheme	1 May 20246
Suspension of admission to trading on AIM of, and dealings in, SmartSpace Shares	7.30 a.m. on 1 May 2024
Cancellation of admission to trading on AIM of SmartSpace Shares	7.00 a.m. on 2 May 2024
Despatch of cheques, despatch of electronic payments and crediting of CREST accounts for cash consideration under the Scheme	within 14 days after the Effective Date
Long Stop Date	15 July 20247

Notes:

1      All references in this announcement to times are to times in London (unless otherwise stated). The dates and times given are indicative only and are based on SmartSpace's current expectations and may be subject to change (including as a result of changes to the regulatory timetable). If any of the times and/or dates above change, the revised times and/or dates will be notified to SmartSpace Shareholders by announcement through a Regulatory Information Service.

2      The BLUE Form of Proxy for the Court Meeting may, alternatively, be presented in person to the Share Registrars representative who will be present in person at the Court Meeting at any time prior to the commencement of the Court Meeting. However, if possible, SmartSpace Shareholders are requested to lodge the BLUE Forms of Proxy by 11.00 a.m. (London time) on 16 April 2024 or, in the case of an adjournment of the Court Meeting, not later than 48 hours before the time and date set for the adjourned Court Meeting, excluding any part of such 48-hour period falling on a day that is not a working day.

3      The WHITE Form of Proxy for the General Meeting must be lodged with SmartSpace's Registrar, Share Registrars Limited, by no later than 11.15 a.m. (London time) on 16 April 2024 in order for it to be valid, or, if the General Meeting is adjourned, no later than 48 hours before the time fixed for the holding of the adjourned meeting, excluding any part of such 48-hour period falling on a day that is not a working day. If the WHITE Form of Proxy is not returned by such time, it will be invalid.

4      If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the adjourned meeting will be 6.30 p.m. on the date which is 48 hours before the date set for the adjourned meeting (excluding any part of such 48-hour period falling on a day that is not a working day).

5      The Court Meeting and the General Meeting will be held at the offices of Memery Crystal, 165 Fleet Street, London EC4A 2DY.

6      This will be the date on which the Scheme Court Order is delivered to the Registrar of Companies, subject to the satisfaction (or, if applicable, waiver) of the Conditions.

7      This is the latest date by which the Acquisition may become Effective, unless SmartSpace and Bidco agree, and (if required) the Court and the Takeover Panel allow, a later date.

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 28 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.

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.

 

END