REG - Smartspace Software - Possible Offer from Sign In Solutions

Smartspace SoftwareAnnouncement

22/01/2024 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240122:nRSV3755Aa&default-theme=true

RNS Number : 3755A  Smartspace Software PLC  22 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 IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND 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.

 

22 January 2024

 

SmartSpace Software Plc

("SmartSpace" or the "Company")

Statement regarding possible offer from Sign In Solutions Inc.

SmartSpace Software Plc (AIM:SMRT), a leading provider of 'Integrated Space
Management Software' for smart buildings and commercial spaces, today
announces that it has received a non-binding indicative proposal regarding a
possible cash offer by Sign In Solutions Inc. ("SIS"), a company majority
owned, and controlled, by funds managed or advised by PSG Equity L.L.C., for
the entire issued and to be issued share capital of SmartSpace at a price of
90 pence per ordinary share (the "Possible Offer").

The board of SmartSpace (the "Board") has confirmed to SIS that the Possible
Offer is at a price level that it is minded unanimously to recommend that
shareholders accept, subject to the agreement of customary terms and
conditions and should a firm intention to make an offer pursuant to Rule 2.7
of the Code be announced and on such terms.

The Possible Offer is subject to the satisfaction or waiver of a number of
customary pre-conditions, including satisfactory completion of due diligence.

Discussions between the parties are advancing but there can be no certainty
that an offer will be made, even if the pre-conditions are satisfied or
waived. Further announcements will be made as and when appropriate.

Code Notes

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

(a)  with the agreement or consent of the Board;

 

(b)  if a third party announces a possible offer or firm intention to make an
offer for SmartSpace which, at that date, is at a value less than the value of
the Possible Offer; or

 

(c)   if SmartSpace announces a Rule 9 waiver pursuant to the Code or a
reverse takeover (as defined in the Code).

SIS reserves the right to adjust the terms of the Possible Offer to take
account of the value 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.

This announcement has been made by SmartSpace with the consent of SIS. SIS
reserves the right to waive any of the pre-conditions referred to above.

In accordance with Rule 2.6(a) of the Code, SIS must, by no later than 5.00
p.m. (London time) on 19 February 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. The deadline can be extended with the consent of the Takeover Panel
in accordance with Rule 2.6(c) of the Code.

 

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 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 23
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 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.

Rule 2.4 information

In accordance with Rule 2.4(c)(iii) of the Code, SIS 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 SIS 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, SIS 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

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.

 

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  OFDDDGDBCSDDGSB