REG - Smart Metering Sys - Issue of Shares, Total Voting Rights and PDMR
25/03/2024 07:30
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240325:nRSY0544Ia&default-theme=true
RNS Number : 0544I Smart Metering Systems PLC 25 March 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, 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. PLEASE
SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT. ANY FAILURE TO
COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW
FOR IMMEDIATE RELEASE
25 March 2024
Smart Metering Systems plc
(The "Company" or "SMS")
ISSUE OF SHARES, TOTAL VOTING RIGHTS AND PDMR DEALINGS
Further to the announcement made on 22 March 2024 that the terms of the Offer
made by Sienna Bidco Limited ("Bidco") for the entire issued and to be issued
share capital of SMS had become unconditional, Smart Metering Systems (AIM:
SMS) announces that, on 22 March 2024, 4,527,602 ordinary shares of one pence
each in the capital of SMS (the "New Shares") were issued and allotted to
satisfy the vesting of awards and exercise of options held by participants in
the SMS LTIP and the SMS USOP (including certain directors and PDMRs, further
details of which are provided below) in accordance with the respective terms
of the relevant SMS Share Plan.
As required by Article 19 of Regulation (EU) No. 596/2014 on market abuse, SMS
announces that (i) each of the SMS directors or PDMRs who hold shares in the
capital of SMS (including any New Shares), being Tim Mortlock, Gail Blain,
Miriam Greenwood, Graeme Bissett, Jamie Richards and Ruth Leak and Craig
McGinn, have validly accepted the Offer in respect of all of their SMS Shares
, and (ii) pursuant to a Board approval and as part of the transaction
referred to above it has issued the following New Shares:
Name Position Number of options over ordinary shares exercised Exercise price per ordinary share Options remaining after exercise SMS Share Plan
Tim Mortlock Executive Director 264,080 Nil - SMS LTIP
133,250 350 pence - SMS USOP
309,334 700 pence - SMS USOP
250,000 705.4 pence - SMS USOP
Gail Blain Executive Director 102,471 Nil - SMS LTIP
50,000 529 pence - SMS USOP
46,400 700 pence - SMS USOP
70,000 705.4 pence - SMS USOP
Craig McGinn PDMR 32,792 Nil - SMS LTIP
278,400 700 pence - SMS USOP
150,000 705.4 pence - SMS USOP
Following Admission (as defined below) of the above New Shares, and prior to
completion of the transfer of all SMS Shares held by the directors and/or
PDMRs of SMS in accordance with the terms of the Offer, (i) Tim Mortlock holds
1,028,943 SMS Shares representing 0.7449% of the issued share capital of SMS
(ii) Gail Blain holds 271,588 SMS Shares representing 0.1966% of the issued
share capital of SMS and (iii) Craig McGinn holds 465,297 SMS Shares
representing 0.3368% of the issued share capital of SMS.
Admission
Application has been made for the New Shares to be admitted to trading on AIM
("Admission") and it is expected that Admission will take place on or around
28 March 2024. The New Shares will rank pari passu with SMS's existing
ordinary shares.
Following Admission, the total number of SMS Shares in issue will be
138,134,520. This figure may be used by SMS 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 SMS under the FCA's Disclosure Guidance and Transparency Rules. The
International Securities Identification Number (ISIN) for SMS's ordinary
shares is GB00B4X1RC86.
Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the offer document published and posted
to SMS Shareholders (and for information purposes, to holders of options under
the SMS Share Plans and persons with information rights) on 24 January 2024.
The notifications below provide further detail.
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them.
PDMR Dealings
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Tim Mortlock
2 Reason for notification
a) Position/Status PDMR - Director
b) Initial notification/Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Smart Metering Systems plc
b) LEI 213800FGOUFSDPE33S71
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 Ordinary shares of one pence each
Identification code SMS
b) Nature of the transaction Exercise of share options and Issue of Ordinary Shares
c) Price(s) and volume(s) Price(s) Volume(s)
Nil 264,080
350 pence 133,250
700 pence 309,334
705.4 pence 250,000
d) Aggregated information N/A - single transaction
- Aggregated volume
- Price
e) Date of the transaction 22 March 2024
f) Place of the transaction London Stock Exchange, AIM
d)
Aggregated information
- Aggregated volume
- Price
N/A - single transaction
e)
Date of the transaction
22 March 2024
f)
Place of the transaction
London Stock Exchange, AIM
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Gail Blain
2 Reason for notification
a) Position/Status PDMR - Director
b) Initial notification/Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Smart Metering Systems plc
b) LEI 213800FGOUFSDPE33S71
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 Ordinary Shares of one pence each
Identification code SMS
b) Nature of the transaction Exercise of share options and Issue of Ordinary Shares
c) Price(s) and volume(s) Price(s) Volume(s)
Nil 102,471
529 pence 50,000
700 pence 46,400
705.4 pence 70,000
d) Aggregated information N/A - single transaction
- Aggregated volume
- Price
e) Date of the transaction 22 March 2024
f) Place of the transaction London Stock Exchange, AIM
d)
Aggregated information
- Aggregated volume
- Price
N/A - single transaction
e)
Date of the transaction
22 March 2024
f)
Place of the transaction
London Stock Exchange, AIM
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Craig McGinn
2 Reason for notification
a) Position/Status PDMR
b) Initial notification/Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Smart Metering Systems plc
b) LEI 213800FGOUFSDPE33S71
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 Ordinary shares of one pence each
Identification code SMS
b) Nature of the transaction Exercise of share options and Issue of Ordinary Shares
c) Price(s) and volume(s) Price(s) Volume(s)
Nil 32,792
700 pence 278,400
705.4 pence 150,000
d) Aggregated information N/A - single transaction
- Aggregated volume
- Price
e) Date of the transaction 22 March 2024
f) Place of the transaction London Stock Exchange, AIM
d)
Aggregated information
- Aggregated volume
- Price
N/A - single transaction
e)
Date of the transaction
22 March 2024
f)
Place of the transaction
London Stock Exchange, AIM
Enquiries:
Smart Metering Systems plc 0141 249 3850
Craig McGinn, Company Secretary
Cavendish Securities plc (Nomad and Joint Broker) 0131 220 6939 / 020 7397 8900
Neil McDonald / Pete Lynch
Investec Bank plc (Joint Broker) 020 7597 5970
Christopher Baird / Henry Reast
RBC Capital Markets (Joint Broker) 020 7653 4000
Matthew Coakes / Evgeni Jordanov
Instinctif Partners (PR Adviser) 020 7457 2020
Tim Linacre / Guy Scarborough SMS@instinctif.com
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END DSHSEESWDELSEDDRecent news on Smart Metering Systems
See all newsREG - AIM Smart Metering Sys - Cancellation - Smart Metering Systems Plc
AnnouncementREG - Cavendish Securities Smart Metering Sys - Form 8.5 (EPT/NON-RI)
AnnouncementREG - Kohlberg Kravis R. Smart Metering Sys - NOTICE OF CLOSURE OF THE OFFER
AnnouncementREG - Smart Metering Sys - Holding(s) in Company
AnnouncementREG - Cavendish Securities Smart Metering Sys - Form 8.5 (EPT/NON-RI)
Announcement