REG - Kohlberg Kravis R. - Rule 19.6(b) update and Rule 19.6(c) confirmation

Smart Metering SystemsAnnouncement

21/03/2025 12:00

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RNS Number : 6945B  Kohlberg Kravis Roberts & Co LP  21 March 2025

21 March 2025

 

Sienna Bidco Limited

 

Rule 19.6(b) update and Rule 19.6(c) confirmation with respect to post-offer
intention statements in relation to recommended acquisition of Smart Metering
Systems plc

 

Sienna Bidco Limited (the "Company"), a company controlled by funds advised by
Kohlberg Kravis Roberts & Co. L.P. and its affiliates, refers to the
recommended acquisition of Smart Metering Systems plc ("SMS" and, together
with its direct and indirect subsidiaries as at the date of this announcement,
the "SMS Group") which was effected by way of a recommended takeover offer (as
defined in section 974 of the Companies Act 2006) (the "Acquisition") and
which was declared unconditional on 22 March 2024.

 

The Company announces that, in accordance with the requirements of Rule
19.6(c) of the City Code on Takeovers and Mergers (the "Code"), it has duly
confirmed in writing to The Panel on Takeovers and Mergers that, subject to
the matters detailed below, it has complied with its post-offer intention
statements regarding SMS made pursuant to Rules 2.7(c)(viii) and 24.2 of the
Code, as originally detailed in its announcement of 7 December 2023 and in the
offer document published on 24 January 2024 (the "Offer Document").

 

The Offer Document stated that, as at that date, the Company did not intend to
make any material reductions to the SMS employee headcount following
completion of the Acquisition, other than limited headcount reductions related
to public company-related functions. As disclosed by SMS on 18 January 2024,
Shell Energy Retail provided preliminary indications at an operational level
of a potential impact on business activity under SMS Group's contract. Over
the period from 26 March 2024 to 11 April 2024 and as the impacts of the
contractual changes were established, SMS Group identified that employees
would be required to leave the business. In total, 129 full-time equivalent
("FTE") employees (representing 9.1% of the workforce as at 22 March 2024)
were made redundant as a result of the changes to the Shell Energy Retail
contract and resulting contact centre consolidation (as set out in further
detail below), with the first departures initiated on 2 April 2024 and the
remainder following over several months. This, together with retirements and
normal turnover and the FTEs in public company-related functions being made
redundant, means that 416 FTEs have departed the SMS Group since 22 March
2024, which is in line with the previous twelve months. This represents 29.4%
of the workforce as at 22 March 2024. Over the same period, 74 FTE hires were
made resulting in a total net reduction in headcount of 342 FTEs or 24.2% of
the workforce as at 22 March 2024.

 

The Offer Document also stated that, following completion of the Acquisition,
the Company had no plans to change the locations of SMS's headquarters,
headquarter functions, or places of business. As a result of the changes to
the Shell Energy Retail contract set out above, on 24 July 2024, SMS Group
identified that a contact centre in Bolton should be consolidated into another
site in Bolton, which was completed on 21 October 2024.

 

For further information, contact:

 

 FGS Global                    KKR-LON@fgsglobal.com

 Faeth Birch / Alastair Elwen  +44 (0) 20 7251 3801

 

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