REG - Smartspace Software - Court Sanction of Scheme of Arrangement

Smartspace SoftwareAnnouncement

26/04/2024 13:30

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RNS Number : 2544M  Smartspace Software PLC  26 April 2024

 

FOR IMMEDIATE RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, DIRECTLY
OR INDIRECTLY, 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.

 

26 April 2024

 

SmartSpace Software Plc

("SmartSpace" or the "Company")

COURT SANCTION OF SCHEME OF ARRANGEMENT

 

Introduction

On 14 March 2024, the boards of SmartSpace and Welcome UK Bidco Limited
("Bidco"), a wholly-owned subsidiary of Sign In Solutions Inc., announced that
they had reached agreement on the terms and conditions of a recommended cash
acquisition to be made by Bidco, 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 Bidco so
elects, with the consent of the Panel, a Takeover Offer). A scheme document in
relation to the Scheme (the "Scheme Document") was published by SmartSpace on
27 March 2024.

Court Sanction of the Scheme

SmartSpace is pleased to announce that the High Court of Justice in England
and Wales has today sanctioned the Scheme under Part 26 of the Companies Act
2006.

All Conditions to the Acquisition have now been satisfied or waived other than
the delivery of a copy of the Scheme Court Order to the Registrar of
Companies, which is expected to take place on 1 May 2024. On such delivery of
the Scheme Court Order, the Scheme will become Effective, and a further
announcement will be made at that time. SmartSpace hereby confirms that the
Scheme Record Time will be 30 April 2024 at 6.00 p.m. (the "Scheme Record
Time"). Scheme Shareholders whose names appear on SmartSpace's register of
members at the Scheme Record Time will, upon the Scheme becoming effective in
accordance with its terms, be entitled to receive consideration as provided
for in the Scheme Document.

Exercise of Options and Issue of Equity

The Board of SmartSpace further announces that 1,932,764 new ordinary shares
of 10 pence each in the Company ("New Ordinary Shares") have been allotted and
issued to satisfy the exercise of share options held by employees (including
certain directors) of SmartSpace. Accordingly, an application was made by
SmartSpace for the New Ordinary Shares to be admitted to trading on AIM, and
admission to trading on AIM is expected to take place at 8.00 a.m. on 29 April
2024 ("Admission").

In connection with the above exercise of options, SmartSpace has been notified
that the following directors received New Ordinary Shares as detailed below.

 SmartSpace Director  Number of options exercised  Resulting holding of SmartSpace Shares  % of enlarged issued share capital
 Frank Beechinor      680,064                      901,451                                 2.92%
 Kristian Shaw        375,000                      464,253                                 1.50%
 Total                1,055,064                    1,365,704                               4.42%

 

Notifications by the SmartSpace Directors in accordance with the Market Abuse
Regulation are set out in the Appendix to this announcement.

In accordance with Rule 2.9 of the Takeover Code, upon Admission SmartSpace
will have in issue 30,873,998 Ordinary Shares (and, for the avoidance of
doubt, no treasury shares). This figure may be used by 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 SmartSpace under the FCA's Disclosure Guidance and
Transparency Rules. The International Securities Identification Number for
SmartSpace's ordinary shares is GB00BYWN0F98.

General

The expected timetable of principal events in relation to the Scheme and the
Acquisition remains as set out in the announcement by SmartSpace on 27 March
2024 of the 'Publication and Posting of Scheme Document and Expected Timetable
of Principal Events'. Application has been made for dealings in SmartSpace
Shares to be suspended from trading on AIM with effect by 7.30 a.m. on 1 May
2024. The suspension is made pursuant to SmartSpace's application to the
London Stock Exchange and is being effected as part of the Scheme. Once
suspended, it is not expected that trading in SmartSpace Shares will
recommence. It is therefore expected that, subject to the Scheme becoming
Effective, the cancellation admission to trading of the SmartSpace Shares on
AIM will take place by 7.00 a.m. on 2 May 2024.

Capitalised terms used in this announcement, unless otherwise defined, have
the same meanings as set out in the Scheme Document. All references to times
in this announcement are to London times unless otherwise stated.

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                                              via Lisa Baderoon

 Frank Beechinor (CEO)                                                - Head of Investor Relations

 Kris Shaw (CFO)

 Lisa Baderoon (Head of Investor Relations)

 LBaderoon@smartspaceplc.com (mailto:LBaderoon@smartspaceplc.com)     +44(0) 7721 413 496

 Canaccord Genuity (Financial Adviser, Nominated Adviser and Broker)  +44 (0) 20 7523 8000

 Adam James, Harry Rees

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 (http://www.spaceconnect.co/) )

·    SwipedOn - SaaS visitor management, desk booking (www.SwipedOn.com
(http://www.swipedon.com/) )

 

For more information go to: www.smartspaceplc.com
(http://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
(http://www.smartspaceplc.com/) by no later than 12 noon (London time) on 29
April 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
+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.

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
+44 (0)1252 821390. 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.

 

 Notification and public disclosure of transactions by persons discharging
 managerial responsibilities and persons closely associated with them.
 1   Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Kristian Shaw
 2   Reason for the notification
 a)  Position/status                                              Chief Financial Officer
 b)  Initial notification /Amendment                              Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         SmartSpace Software Plc
 b)  LEI                                                          213800IQXZ3XYCMH6U90
 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 10p each

Identification code

                                                                  ISIN: GB00BYWN0F98
 b)  Nature of the transaction                                    Exercise of options
 c)  Price(s) and volume(s)                                       Price     Volume
                                                                  44 pence  375,000
 d)  Aggregated information                                       Price     Volume

- Aggregated volume                                         44 pence  375,000

- Price
 e)  Date of the transaction
 f)  Place of the transaction                                     London Stock Exchange, AIM Market (XLON)

d)

Aggregated information

- Aggregated volume

- Price

 Price     Volume
 44 pence  375,000

e)

Date of the transaction

f)

Place of the transaction

London Stock Exchange, AIM Market (XLON)

 

 Notification and public disclosure of transactions by persons discharging
 managerial responsibilities and persons closely associated with them.
 1   Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Frank Beechinor
 2   Reason for the notification
 a)  Position/status                                              Chief Executive Officer
 b)  Initial notification /Amendment                              Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         SmartSpace Software Plc
 b)  LEI                                                          213800IQXZ3XYCMH6U90
 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 10p each

Identification code

                                                                  ISIN: GB00BYWN0F98
 b)  Nature of the transaction                                    Exercise of options
 c)  Price(s) and volume(s)                                       Price       Volume
                                                                  44 pence    568,000

                                                                  10 pence*   112,064

*calculated following net settlement of options
 d)  Aggregated information                                       Price       Volume

- Aggregated volume                                         38.4 pence  680,064

- Price
 e)  Date of the transaction
 f)  Place of the transaction                                     London Stock Exchange, AIM Market (XLON)

*calculated following net settlement of options

d)

Aggregated information

- Aggregated volume

- Price

 Price       Volume
 38.4 pence  680,064

e)

Date of the transaction

f)

Place of the transaction

London Stock Exchange, AIM Market (XLON)

 

 

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