REG - Skedda Inc. Smartspace Software - Statement Regarding SmartSpace Software plc

Smartspace SoftwareAnnouncement

12/12/2023 07:15

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RNS Number : 4675W  Skedda Inc.  12 December 2023

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 OF SUCH JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE"). THIS ANNOUNCEMENT DOES NOT CONSTITUTE A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. ACCORDINGLY, THERE CAN
BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 For immediate release

12 December 2023

 

Statement Regarding Possible Offer for SmartSpace Software plc ("SmartSpace")

Skedda Holdings, Inc. ("Skedda") announces that it has made a series of
proposals to the board of directors of SmartSpace (the "SmartSpace Board")
regarding a possible cash offer for the entire issued and to be issued share
capital of SmartSpace, most recently at a price of 82 pence per SmartSpace
ordinary share ("SmartSpace Share"), (the "Proposal").

Skedda strongly believes that the Proposal provides a compelling opportunity
for SmartSpace's shareholders to realise their investment in cash at a very
significant premium to the prevailing price at which SmartSpace Shares have
traded. SmartSpace's largest shareholder, JO Hambro Capital Management
Limited, has indicated, on a non-binding basis, its support for the Proposal
with regard to the 2,405,000 SmartSpace shares in which it is interested
(representing approximately 8.3% of SmartSpace's issued share capital). The
Proposal values the entire issued and to be issued share capital of SmartSpace
at £25.0 million and represents:

·     a premium of approximately 144.8% to the middle market closing
price of a SmartSpace Share on 11 December 2023, being the last business day
before the date of this announcement (being 33.5 pence);

·     a premium of approximately 94.3% to the volume weighted average
middle market closing price of a SmartSpace Share for the 6 month period ended
11 December 2023, being the last business day before the date of this
announcement (being 42.2 pence); and

·     a premium of approximately 98.0% to the volume weighted average
middle market closing price of a SmartSpace Share for the 12 month period
ended 11 December 2023, being the last business day before the date of this
announcement (being 41.4 pence).

Skedda is excited by a potential of a combination with SmartSpace. Skedda
believes that it can provide SmartSpace with the considerable financial
support and technical expertise that Skedda believes will be necessary for
SmartSpace to maintain its technological advantage in a rapidly developing and
increasingly competitive sector.  Skedda also sees a strong commercial
advantage for SmartSpace's customers and a compelling opportunity for
SmartSpace's employees within an international, growing and more resilient
organisation.

The Proposal is subject to the satisfaction or waiver of pre-conditions,
including customary due diligence. The SmartSpace Board has not been willing
to date to provide their support for the Proposal. There can, accordingly, be
no certainty that any firm offer for SmartSpace will be made by Skedda.

Skedda reserves the right to vary the form and / or mix of the offer
consideration and / or introduce other forms of consideration. Skedda also
reserves the right to make an offer on less favourable terms than the
Proposal:

(i)            with the consent of the Board;

(ii)        if a third party announces a possible offer or firm intention
to make an offer for SmartSpace at a lower price; or

(iii)          if SmartSpace announces a Rule 9 waiver pursuant to
the Code or a reverse takeover.

Skedda reserves the right to reduce the offer consideration by the amount of
any dividend or any other distribution or return of value to shareholders
which is paid or becomes payable by SmartSpace to its shareholders following
the date of this announcement.

In accordance with Rule 2.6(a) of the Code, Skedda must, by not later than
5.00 pm on 9 January 2024, either announce a firm intention to make an offer
for SmartSpace in accordance with Rule 2.7 of the Code or announce that it
does not intend to make an offer, in which case the announcement will be
treated as a statement to which Rule 2.8 of the Code applies. This deadline
can be extended with the consent of the Takeover Panel in accordance with Rule
2.6(c) of the Code.

This announcement does not constitute an announcement of a firm intention to
make an offer under Rule 2.7 of the Takeover Code.

A further announcement will be made if and when appropriate.

 

Enquiries:

 Skedda Holdings, Inc.                                            C/O Cavendish Capital Markets
 Mark Gentry
 Cavendish Capital Markets Limited (Financial Adviser to Skedda)  +44 (0)20 7220 0500
 Marc Milmo / Henrik Persson / George Lawson

 

Sources of Information:

The £25.0 million diluted equity valuation has been calculated as the
proposed offer price of 82 pence per SmartSpace ordinary share multiplied by
the sum of:

(a)   the Company's current entire issued share capital of 28,941,234
ordinary shares of 10p each, with no shares held in treasury; and

(b)   1,537,893 in the money options at the proposed offer price of 82 pence
per SmartSpace ordinary share.

 

Important notices

Financial adviser

Cavendish Capital Markets Limited ("Cavendish") is acting for Skedda and no
one else in connection with the matters set out in this announcement and will
not be responsible to anyone other than Skedda for providing the protections
afforded to clients of Cavendish for providing advice in relation to the
possible offer, the contents of this announcement or any other matters
referred to in this announcement.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available at https://www.skedda.com/investors/smartspace
(https://protect-eu.mimecast.com/s/wvfjCKQw7tq02EPCMUvou?domain=skedda.com) ,
by no later than 12 noon (London time) on the business day following this
announcement. The content of the website referred to in this announcement is
not incorporated into and does not form part of this announcement.

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 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) of the Code applies must be made by no later than
3.30 pm (London time) on the 10th business day following the commencement of
the offer period and, if appropriate, by no later than 3.30 pm (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.

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, save to the extent that these details
have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure
by a person to whom Rule 8.3(b) of the Code applies must be made by no later
than 3.30 pm (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 of the Code.

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 of the Code).

Details of the offeree and offeror 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 offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

Rule 2.4 information

In accordance with Rule 2.4(c)(iii) of the Code, Skedda confirms that it is
not aware of any dealings in SmartSpace shares that would require it to offer
a minimum level, or a particular form, of consideration under Rule 6 or Rule
11 of the Code. However, it has not been practicable for Skedda to make
enquiries of all persons acting in concert with it prior to the date of this
announcement in order to confirm whether any details are required to be
disclosed under Rule 2.4(c)(iii) of the Code. To the extent that any such
details are identified following such enquiries, Skedda shall make an
announcement disclosing such details as soon as practicable, and in any event
by no later than the time it is required to make its Opening Position
Disclosure under Rule 8.1 of the Code.

Further information

This communication is not intended to and does not constitute an offer to buy
or the solicitation of an offer to subscribe for or sell or an invitation to
purchase or subscribe for any securities or the solicitation of any vote in
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