REG - PrimeStone Capital Smart Metering Sys - Statement re offer

Smart Metering SystemsAnnouncement

18/03/2024 15:30

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RNS Number : 2931H  PrimeStone Capital LLP  18 March 2024

 

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VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

18 March 2024

Smart Metering Systems plc

Statement by Primestone Capital LLP ("PrimeStone"), Alan Foy and Steve Timoney
(together the "Founders")

The long-term shareholder Primestone Capital and Founders are collectively
interested in or are able to control the voting rights and acceptance
decisions in respect of 23,827,659 ordinary shares in Smart Metering Systems
plc ("SMS"), representing approximately 17.8% of SMS's issued share capital.

Noting the announcement of the cash offer for SMS by Siena Bidco Limited
("Bidco") of 955 pence in cash (the "Offer" and the "Offer Price"), PrimeStone
Capital and the Founders announced on 21 December 2023 that they were
disappointed with the Offer Price and intended to vote against (or procure the
exercise of relevant voting rights against) the Offer.

Whilst PrimeStone Capital and the Founders remain disappointed with the Offer
Price, they note the announcement on 18 January 2023 of Bidco's decision (with
the consent of SMS) to switch the Offer structure from a scheme of arrangement
to a takeover, to declare the Offer Price as being final and to set the Offer
acceptance condition at 50 per cent plus one share, the lowest level permitted
under the Takeover Code.

That announcement also included a statement by the SMS Board that, from the
date of KKR's initial approach in respect of the Offer to the date of the
announcement, it had not received any formal proposals or indications of
interest in respect of an offer to acquire the entire issued, and to be
issued, ordinary share capital of SMS from any third parties.  PrimeStone
Capital and the Founders also note that there has been no subsequent
announcement of any such third party proposal or indication of interest.

In the light of the foregoing, and in the absence of any third party proposal
or indication of interest in SMS, PrimeStone Capital and the Founders now
intend to assent the SMS shares in which they are interested into the Offer.

 

Enquiries:

info@primestonecapital.com (mailto:info@primestonecapital.com)

 

For more information on PrimeStone Capital LLP:

http://www.primestonecapital.com/ (http://www.primestonecapital.com/)

 

Schedule of holdings:

 Name                             Number of shares  % of issued share capital
 PrimeStone Capital LLP           13,075,114        9.79%
 Metis Investment Management Ltd  4,680,851         3.50%
 Metis Investments Ltd            372,350           0.28%
 The Metis Trust                  715,000           0.54%
 Lochlane Investments Limited     4,984,344         3.73%

 

N. M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively for PrimeStone in connection with the matters
set out in this announcement and for no one else and will not be responsible
to anyone other than PrimeStone for providing the protections afforded to its
clients nor for providing advice in relation to the matters set out in this
announcement. Neither Rothschild & Co nor any of its subsidiaries,
branches or affiliates and their respective directors, officers, employees or
agents owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Rothschild & Co in
connection with this announcement, any statement contained herein or
otherwise.

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