REG - Smartspace Software - Extension of PUSU Deadline

Smartspace SoftwareAnnouncement

09/01/2024 16:45

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RNS Number : 1392Z  Smartspace Software PLC  09 January 2024

FOR IMMEDIATE RELEASE

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 OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO
MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY
OFFER WILL BE MADE EVEN IF THE PRE-CONDITIONS ARE SATISFIED OR WAIVED.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

9 January 2024

 

SmartSpace Software Plc

("SmartSpace" or the "Company")

Extension of deadline under Rule 2.6(c) of the Code

On 13 December 2023, the Company confirmed it had received a conditional
proposal regarding a possible cash offer by Skedda Holdings, Inc. ("Skedda")
for the entire issued and to be issued share capital of SmartSpace for a price
of 82 pence per SmartSpace ordinary share (the "Proposal").

The Company today announces that the directors of SmartSpace have requested,
and the Panel on Takeovers and Mergers (the "Panel") has consented to, an
extension to the deadline by which Skedda is required either to announce a
firm intention to make an offer for SmartSpace in accordance with Rule 2.7 of
the Code or to announce that it does not intend to make an offer, until 5.00
p.m. (London time) on 6 February 2024 ("Revised PUSU Deadline").

Although discussions between SmartSpace and Skedda are ongoing, this
announcement does not amount to a firm intention to make an offer under Rule
2.7 of the Code. This Revised PUSU Deadline may be extended with the consent
of the Panel, at SmartSpace's request, in accordance with Rule 2.6(c) of the
Code.

There can be no certainty either that an offer will be made nor as to the
terms of any offer, if made.

This announcement has been made by SmartSpace with the consent of Skedda. A
further announcement will be made when appropriate.

As noted in its announcement of 12 December 2023, 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:

(a)  with the consent of the Board;

 

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

 

(c)   if SmartSpace announces a Rule 9 waiver pursuant to the Takeover 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.

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                                          +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 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 Possible
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
Possible 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 10
January 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 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 (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 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.

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.

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.

 

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