REG - Smartspace Software - RECOMMENDED CASH OFFER FOR SMARTSPACE SOFTWARE PLC
14/03/2024 07:00
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RNS Number : 7909G Smartspace Software PLC 14 March 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, 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 CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
14 March 2024
RECOMMENDED CASH OFFER
for
SMARTSPACE SOFTWARE PLC ("SMARTSPACE")
by
WELCOME UK BIDCO LIMITED ("BIDCO")
a wholly-owned subsidiary of Sign In Solutions Inc. ("SIS")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Summary and highlights
· The Boards of SmartSpace and Bidco, a wholly-owned subsidiary of
SIS, are pleased to announce that they have reached agreement on the terms of
a recommended cash offer for the entire issued and to be issued share capital
of SmartSpace by Bidco.
· Under the terms of the Acquisition, each SmartSpace Shareholder
will be entitled to receive:
for each SmartSpace Share held 90 pence in cash
· The Offer Price values the entire issued and to be issued share
capital of SmartSpace at approximately £28.35 million, and represents:
o a premium of approximately 169 per cent. to the undisturbed Closing Price
per SmartSpace Share of 33.5 pence on 11 December 2023 (being the last
Business Day prior to the date on which the Offer Period commenced);
o a premium of approximately 125 per cent. to the three-month volume
weighted average price of 40.0 pence per SmartSpace Share to 11 December 2023
(being the last Business Day prior to the date on which the Offer Period
commenced); and
o a premium of approximately 120 per cent. to the six-month volume weighted
average price of 40.9 pence per SmartSpace Share to 11 December 2023 (being
the last Business Day prior to the date on which the Offer Period commenced).
· SmartSpace has delivered strong financial and operational
performance in recent years, consistently delivering double digit recurring
revenue growth. Whilst the SmartSpace Board is confident in the future
prospects of the Company as an independent publicly-traded company to create
value for all stakeholders over the medium to long-term, the SmartSpace Board
believes that the cash offer would provide SmartSpace Shareholders with an
immediate realisation of this future value potential in cash at an attractive
premium to the undisturbed share price.
SmartSpace recommendation
· The SmartSpace Directors, who have been so advised by Canaccord
Genuity as to the financial terms of the Acquisition, consider the terms of
the Acquisition to be fair and reasonable. In providing advice to the
SmartSpace Directors, Canaccord Genuity has taken into account the commercial
assessments of the SmartSpace Directors.
· Accordingly, the SmartSpace Directors intend to recommend
unanimously that Scheme Shareholders vote in favour of the Scheme at the Court
Meeting and SmartSpace Shareholders vote in favour of the resolution to be
proposed at the General Meeting, as the SmartSpace Directors have irrevocably
undertaken to do so (or procure to be done) in respect of their own beneficial
holdings of SmartSpace Shares.
Irrevocable undertakings and letters of intent
· The SmartSpace Directors who hold SmartSpace Shares have
irrevocably undertaken to Bidco to vote, or procure that their nominees vote,
in favour of the Scheme at the Court Meeting and the resolution to be proposed
at the General Meeting in respect of their own beneficial holdings, amounting
in aggregate to 391,440 SmartSpace Shares and representing approximately 1.35
per cent. of the existing issued share capital of SmartSpace as at 13
March 2024 (being the latest practicable date prior to publication of this
Announcement). These irrevocable undertakings remain binding in the event of a
competing offer.
· SIS has received irrevocable undertakings from certain SmartSpace
Shareholders holding, in aggregate, 5,967,118 SmartSpace Shares representing
approximately 20.62 per cent. of the existing issued share capital of
SmartSpace as at 13 March 2024 (being the latest practicable date prior to
publication of this Announcement) to vote, or procure that their nominees
vote, in favour of the Scheme at the Court Meeting and the resolution to be
proposed at the General Meeting.
· SIS has also received non-binding letters of intent from certain
other SmartSpace Shareholders holding, in aggregate, 7,370,104 SmartSpace
Shares representing approximately 25.47 per cent. of the existing issued share
capital of SmartSpace as at 13 March 2024 (being the latest practicable date
prior to publication of this Announcement) stating their intentions to vote in
favour of the Scheme at the Court Meeting and the resolution to be proposed at
the General Meeting.
· Therefore, SIS and Bidco have received irrevocable undertakings or
letters of intent in respect of, in aggregate, 13,728,662 SmartSpace Shares
representing approximately 47.44 per cent. of the existing issued share
capital of SmartSpace as at 13 March 2024 (being the latest practicable date
prior to publication of this Announcement).
· Further details of these irrevocable undertakings and letters of
intent are set out in Appendix III to this Announcement.
Structure, Conditions and Timetable
· It is intended that the Acquisition will be implemented by way of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.
· The Scheme Document, containing further information about the
Acquisition and notices of the Court Meeting and the General Meeting, together
with an indicative timetable for implementation of the Scheme, will be
published as soon as reasonably practicable and, in any event (save with the
consent of the Panel), within 28 days of this Announcement. The Court Meeting
and General Meeting will be held as soon as possible thereafter following the
required notice period for the Meetings.
· Completion of the Acquisition will be conditional on, amongst other
things, the following matters:
o the approval of the Scheme by a majority in number of the SmartSpace
Shareholders who are present and vote at the Court Meeting, either in person
or by proxy, representing at least 75 per cent. in value of the SmartSpace
Shares voted;
o the approval by SmartSpace Shareholders of the resolution required to
implement the Scheme representing at least 75 per cent. of votes cast at the
General Meeting;
o the sanction of the Scheme by the Court;
o the Scheme becoming effective by no later than the Long Stop Date; and
o satisfaction of the other Conditions listed in Appendix I to this
Announcement.
Commenting on the Acquisition, Guy van Zwanenberg, Chairman of SmartSpace,
said:
"The Board of SmartSpace is proud of the SmartSpace Group's achievements and
evolution over the past 5 years which in no small part is due to the hard work
and diligence of the staff. We feel that the time is opportune for the
shareholders and employees of SmartSpace to take advantage of the
opportunities being offered with SIS.
We are very happy to recommend this deal to shareholders.
Over the past number of months, as we have gotten to know the team at SIS, it
has reinforced our view that there is an excellent commercial fit between the
businesses. As a board, one of our primary concerns was to work with a buyer
that provided a great future for our employees and we are confident that SIS
is the right partner to enhance the Company's position in the space management
market."
Commenting on the Acquisition, Jeff Gordon, CEO of SIS, said:
"Both Space Connect and SwipedOn will contribute directly to SIS's rapidly
expanding growth in the global visitor management market. SwipedOn, in
combination with our current Sign In App offering, further enables us to
continue to grow market leadership by providing further insight and critical
pre-requisite information to our customers. Additionally Space Connect, along
with our current solutions, offers industry leading convenient and
comprehensive logistics support to those who engage with our customers'
businesses."
This summary should be read in conjunction with, and is subject to, the full
text of this Announcement. The Acquisition will be subject to the Conditions
and further terms set out in Appendix I to this Announcement and to the full
terms and conditions which will be set out in the Scheme Document.
Appendix II contains the sources and bases of certain information contained
in this Announcement. Appendix III contains details of the irrevocable
undertakings and letters of intent given to SIS and Bidco in relation to the
Acquisition. Appendix IV contains definitions of certain expressions used in
this summary and in this Announcement.
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 Limited +44 (0) 20 7523 8000
(Financial adviser, Nominated Adviser and Broker to SmartSpace)
Adam James
Harry Rees
Rothschild & Co +44 (0) 20 7280 5000
(Financial adviser to SIS and Bidco)
Stuart Vincent
Alex Penny
Joe Boyd-Morritt
Weil, Gotshal & Manges (London) LLP is providing legal advice to SIS and
Bidco. RBG Legal Services Limited, trading as Memery Crystal, is providing
legal advice to SmartSpace.
Important notices
N.M. Rothschild & Sons Limited (Rothschild & Co), which is authorised
and regulated by the FCA in the United Kingdom, is acting as financial adviser
exclusively for SIS and Bidco and for no one else in connection with the
Acquisition and the subject matter of this Announcement and will not be
responsible to anyone other than SIS and Bidco for providing the protections
afforded to its clients or for providing advice in relation to the Acquisition
or any other matter referred to in this Announcement.
Canaccord Genuity, which is authorised and regulated by the FCA in the United
Kingdom, is acting exclusively for SmartSpace and no one else in connection
with the Acquisition and will not be responsible to anyone other than
SmartSpace for providing the protections afforded to clients of Canaccord
Genuity nor for providing advice in relation to the Acquisition or any other
matters referred to in this Announcement. Neither Canaccord Genuity nor any of
its affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Canaccord Genuity
in connection with this Announcement, any statement contained herein or
otherwise.
Further information
This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to buy, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities, pursuant
to the Acquisition or otherwise, nor shall there be any purchase, sale,
issuance or exchange of securities or such solicitation in any jurisdiction in
which such offer, solicitation, sale, issuance or exchange would be unlawful
prior to the registration or qualification under the laws of such
jurisdiction. The Acquisition will be made solely by means of the Scheme
Document or, if the Acquisition is implemented by way of a Takeover Offer, any
document by which the Takeover Offer is made, which will contain the full
terms and Conditions of the Acquisition, including details of how to vote in
respect of the Acquisition.
This Announcement has been prepared for the purpose of complying with English
law and the Code and the information disclosed may not be the same as that
which would have been disclosed if this Announcement had been prepared in
accordance with the laws of jurisdictions outside the United Kingdom.
SmartSpace will prepare the Scheme Document to be distributed to SmartSpace
Shareholders at no cost to them. SmartSpace and Bidco urge SmartSpace
Shareholders to read the Scheme Document when it becomes available because it
will contain important information relating to the Acquisition. Any decision
to vote in respect of the resolutions to be proposed at the Court Meeting and
the General Meeting should be based solely on the information contained in the
Scheme Document.
If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.
Each SmartSpace Shareholder is advised to consult its independent professional
adviser regarding the tax consequences to it (or to its beneficial owners) of
the Acquisition.
This Announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document.
The person responsible for arranging the release of this Announcement on
behalf of SmartSpace is Kris Shaw. SmartSpace's Legal Entity Identifier is
213800IQXZ3XYCMH6U90.
Overseas Shareholders
The release, publication or distribution of this Announcement in certain
jurisdictions may be restricted by law. Persons who are not resident in the
United Kingdom or who are subject to the laws of other jurisdictions should
inform themselves of, and observe, any applicable requirements. Further
details in relation to Overseas Shareholders will be contained in the Scheme
Document. Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and persons involved
in the Acquisition disclaim any responsibility or liability for the violation
of such restrictions by any person.
The Acquisition relates to shares of a UK company and is proposed to be
effected by means of a scheme of arrangement under the laws of England and
Wales. Neither the US proxy solicitation rules nor the tender offer rules
under the US Exchange Act apply to the Acquisition. Accordingly, the
Acquisition is subject to the disclosure requirements, rules and practices
applicable in the United Kingdom to schemes of arrangement, which differ from
the requirements of US proxy solicitation or tender offer rules. However, if
Bidco were to elect to implement the Acquisition by means of a Takeover Offer,
such Takeover Offer would be made in compliance with all applicable laws and
regulations, including Section 14(e) of the US Exchange Act and Regulation 14E
thereunder. Such a takeover would be made in the United States by Bidco and no
one else. In addition to any such Takeover Offer, Bidco, certain affiliated
companies and the nominees or brokers (acting as agents) may make certain
purchases of, or arrangements to purchase, shares in SmartSpace outside such
Takeover Offer during the period in which such Takeover Offer would remain
open for acceptance. If such purchases or arrangements to purchase were to be
made, they would be made outside the United States and would comply with
applicable law, including the US Exchange Act.
None of the securities referred to in this Announcement have been approved or
disapproved by the US Securities and Exchange Commission, any state securities
commission in the United States or any other US regulatory authority, nor have
such authorities passed upon or determined the adequacy or accuracy of the
information contained in this Announcement. Any representation to the contrary
is a criminal offence in the United States.
SmartSpace's financial statements, and all financial information that is
included in this Announcement, or that may be included in the Scheme Document,
have been prepared in accordance with international financial reporting
standards and may not be comparable to financial statements of companies in
the United States or other companies whose financial statements are prepared
in accordance with US generally accepted accounting principles.
Unless otherwise determined by Bidco or required by the Code and permitted by
applicable law and regulation, the Acquisition will not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may vote in
favour of the offer by any such use, means, instrumentality or form within a
Restricted Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Accordingly, copies of this
Announcement and all documents relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving this
Announcement and all documents relating to the Acquisition (including
custodians, nominees and trustees) must observe these restrictions and must
not mail or otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that jurisdiction.
The availability of the Acquisition to SmartSpace Shareholders who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are resident. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any applicable
requirements.
The Acquisition will be subject to the applicable requirements of the Code,
the AIM Rules, the Panel, the London Stock Exchange and the FCA.
Forward looking statements
This Announcement contains statements about the SIS Group and the SmartSpace
Group that are or may be forward looking statements. These statements are
based on the current expectations of the management of SIS, Bidco and
SmartSpace and are naturally subject to uncertainty and changes in
circumstances. All statements, including the expected timing and scope of the
Acquisition, other than statements of historical facts included in this
Announcement, may be forward looking statements. Without limitation, any
statements preceded or followed by or that include the words "targets",
"plans", "believes", "expects", "aims", "intends", "will", "may", "should",
"would", "could", "anticipates", "estimates", "projects", "strategy" or words
or terms of similar substance or the negative thereof are forward looking
statements. Forward looking statements may include statements relating to the
following: (i) future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition, dividend
policy, losses and future prospects; (ii) business and management strategies
and the expansion and growth of the SIS Group's or the SmartSpace Group's
operations and potential synergies resulting from the Acquisition; and (iii)
the effects of government regulation on the SIS Group's or the SmartSpace
Group's business.
Such forward looking statements are not guarantees of future performance. By
their nature, because they relate to events and depend on circumstances that
will occur in the future, such forward looking statements involve risks and
uncertainties that could significantly affect expected results and are based
on certain key assumptions. Many factors could cause actual results and
developments to differ materially from those projected or implied in any
forward looking statements. These factors include, but are not limited to, the
satisfaction of the conditions to the Acquisition, as well as additional
factors, such as changes in political and economic conditions, changes in the
level of capital investment, retention of key employees, changes in customer
habits, success of business and operating initiatives and restructuring
objectives, impact of any acquisitions or similar transactions, changes in
customers' strategies and stability, competitive product and pricing measures,
changes in the regulatory environment, fluctuations or interest and exchange
rates and the outcome of any litigation. Other unknown or unpredictable
factors could cause actual results to differ materially from those in the
forward looking statements. Due to such uncertainties and risks, readers are
cautioned not to place undue reliance on such forward looking statements,
(which speak only as of the date hereof) and no member of the SIS Group or any
member of the SmartSpace Group (nor any of their respective directors,
officers, employees or advisers) provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied by the
forward looking statements will actually occur. Further, each member of the
SIS Group and the SmartSpace Group disclaims any obligation to update publicly
or revise any forward looking or other statements contained herein, whether as
a result of new information, future events or otherwise, except as required by
applicable law.
All subsequent oral or written forward looking statements attributable to any
member of the Wider SIS Group or Wider SmartSpace Group, or any of their
respective directors, officers, employees or advisers, are expressly qualified
in their entirety by the cautionary statement above.
No profit forecasts or profit estimates
No statement in this Announcement is intended as a profit forecast or profit
estimate for any period and no statement in this Announcement should be
interpreted to mean that earnings or earnings per share for SmartSpace for the
current or future financial years would necessarily match or exceed the
historical published earnings or earnings per share for SmartSpace.
Dealing and Opening Position 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)
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.
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 offerors, 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 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 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 2.9 disclosure
In accordance with Rule 2.9 of the Code, SmartSpace confirms that as at the
date of this Announcement, it has 28,941,234 ordinary shares of 10 pence each
in issue and admitted to trading on AIM. SmartSpace holds no ordinary shares
in treasury. The total number of voting rights in SmartSpace is currently
28,941,234. The International Securities Identification Number for SmartSpace
ordinary shares is GB00BYWN0F98.
Information relating to SmartSpace Shareholders
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 to the Code to comply with Rule 2.11(c) of the Code.
Publication on website and hard copies
This Announcement and the documents required to be published pursuant to
Rule 26.1 of the Code will be available free of charge, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
SmartSpace's website at https://www.smartspaceplc.com/investors/disclaimer by
no later than 12.00 p.m. on the Business Day following this Announcement.
Neither the content of any website referred to in this Announcement nor the
content of any website accessible from hyperlinks is incorporated into, or
forms part of, this Announcement.
SmartSpace Shareholders may request a hard copy of this Announcement by
contacting Share Registrars on +44 (0) 1252 821390. Calls outside the United
Kingdom will be charged at the applicable international rate. The helpline is
open between 8.30 a.m. to 5.00 p.m., Monday to Friday, excluding public
holidays in England and Wales. Please note that Share Registrars cannot
provide any financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes. SmartSpace Shareholders may also
request that all future documents, announcements and information to be sent to
them in relation to the Acquisition should be in hard copy form. If a
SmartSpace Shareholder has received this Announcement in electronic form, hard
copies of this Announcement and any document or information incorporated by
reference into this Announcement will not be provided unless such a request is
made.
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 the figures that precede them.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, 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 CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
14 March 2024
RECOMMENDED CASH OFFER
for
SMARTSPACE SOFTWARE PLC ("SMARTSPACE")
by
WELCOME UK BIDCO LIMITED ("BIDCO")
a wholly-owned subsidiary of Sign In Solutions Inc. ("SIS")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
1 Introduction
The Boards of SmartSpace and Bidco, a wholly-owned subsidiary of SIS, are
pleased to announce that they have reached agreement on the terms of a
recommended cash offer pursuant to which Bidco will acquire the entire issued
and to be issued share capital of SmartSpace. SIS is a company majority owned,
and controlled, by funds advised by PSG. The Acquisition is intended to be
effected by means of a Court-sanctioned scheme of arrangement under Part 26 of
the Companies Act.
2 The Acquisition
Under the terms of the Acquisition, which will be subject to Conditions and
further terms set out in Appendix I to this Announcement and to be set out in
the Scheme Document, SmartSpace Shareholders will be entitled to receive:
for each SmartSpace Share held 90 pence in cash
The Offer Price values the entire issued and to be issued share capital of
SmartSpace at approximately £28.35 million on a fully diluted basis, and
represents:
· a premium of approximately 169 per cent. to the undisturbed Closing
Price per SmartSpace Share of 33.5 pence on 11 December 2023 (being the last
Business Day prior to the date on which the Offer Period commenced);
· a premium of approximately 125 per cent. to the three-month volume
weighted average price of 40.0 pence per SmartSpace Share to 11 December 2023
(being the last Business Day prior to the date on which the Offer Period
commenced); and
· a premium of approximately 120 per cent. to the six-month volume
weighted average price of 40.9 pence per SmartSpace Share to 11 December 2023
(being the last Business Day prior to the date on which the Offer Period
commenced).
The Scheme Document, containing further information about the Acquisition and
notices of the Court Meeting and the General Meeting, together with an
indicative timetable for implementation of the Scheme, will be published as
soon as reasonably practicable and, in any event (save with the consent of the
Panel), within 28 days of this Announcement. The Court Meeting and General
Meeting will be held as soon as possible thereafter following the required
notice period for the Meetings and that, subject to the satisfaction or, where
applicable, waiver of all relevant Conditions and the further terms set out in
Part B of Appendix I to this Announcement and to be set out in the Scheme
Document, the Effective Date is expected to be in Q2 of 2024.
3 Background to and reasons for the Acquisition
SIS believes that SmartSpace is well positioned to capitalise on technology
driven market tailwinds including changes in working practices and employee
demand for hybrid working environments. SmartSpace's products are highly
complementary to SIS's offering and SIS considers SmartSpace to have a strong
reputation within the market as evidenced by its substantial and growing
customer base and that the Acquisition represents an attractive opportunity
for SmartSpace to: (i) accelerate organic growth as well as pursue strategic
investments, and (ii) execute its longer-term strategy without the demands of
a public listing.
PSG has a demonstrated track record of supporting growing software companies
such as SmartSpace in creating long-term value and accelerating growth by
providing access to additional capital, expertise and resources, as required.
4 Recommendation
The SmartSpace Directors, who have been so advised by Canaccord Genuity as to
the financial terms of the Acquisition, consider the terms of the Acquisition
to be fair and reasonable. In providing advice to the SmartSpace Directors,
Canaccord Genuity has taken into account the commercial assessments of the
SmartSpace Directors.
Accordingly, the SmartSpace Directors intend to recommend unanimously that
Scheme Shareholders vote in favour of the Scheme at the Court Meeting and
SmartSpace Shareholders vote in favour of the resolution to be proposed at the
General Meeting, as the SmartSpace Directors have irrevocably undertaken to do
so (or procure to be done) in respect of their own beneficial holdings of
SmartSpace Shares.
5 Irrevocable undertakings and letters of intent
The SmartSpace Directors who hold SmartSpace Shares have irrevocably
undertaken to Bidco to vote, or procure that their nominees vote, in favour of
the Scheme at the Court Meeting and the resolution to be proposed at the
General Meeting in respect of their own beneficial holdings amounting in
aggregate to 391,440 SmartSpace Shares and representing approximately 1.35 per
cent. of the existing issued share capital of SmartSpace as at 13 March 2024
(being the latest practicable date prior to publication of this Announcement).
These irrevocable undertakings remain binding in the event of a competing
offer.
SIS has received irrevocable undertakings from certain SmartSpace Shareholders
holding, in aggregate, 5,967,118 SmartSpace Shares representing approximately
20.62 per cent. of the existing issued share capital of SmartSpace as at 13
March 2024 (being the latest practicable date prior to publication of this
Announcement) to vote, or procure that their nominees vote, in favour of the
Scheme at the Court Meeting and the resolution to be proposed at the General
Meeting
SIS has also received non-binding letters of intent from certain other
SmartSpace Shareholders holding, in aggregate, 7,370,104 SmartSpace Shares
representing approximately 25.47 per cent. of the existing issued share
capital of SmartSpace as at 13 March 2024 (being the latest practicable date
prior to publication of this Announcement) stating their intentions to vote in
favour of the Scheme at the Court Meeting and the resolution to be proposed at
the General Meeting.
Therefore, SIS and Bidco have received irrevocable undertakings or letters of
intent with respect to, in aggregate, 13,728,662 SmartSpace Shares
representing approximately 47.44 per cent. of the existing issued share
capital of SmartSpace as at 13 March 2024 (being the latest practicable date
prior to publication of this Announcement).
Further details of these irrevocable undertakings and letters of intent are
set out in Appendix III to this Announcement.
6 Background to and reasons for the Recommendation
The SmartSpace Board believes that the Company is well positioned to respond
to the digital transformation of workspaces and to continue delivering
long-term recurring revenue growth. As such, the SmartSpace Board remains
confident in the Company's future prospects as an independent publicly-traded
company and its ability to deliver value for all stakeholders over the medium
to long-term, notwithstanding the Company's low share price prior to the
commencement of the Offer Period and the general prevailing sentiment of the
UK public markets, particularly in respect of smaller companies. However,
these prospects, by their forward-looking nature, involve future risk and
uncertainty and the SmartSpace Board has therefore taken into account the cash
offer from Bidco (including the Offer Price) which the SmartSpace Board
believes would provide SmartSpace Shareholders with an immediate realisation
of this future value potential in cash at an attractive premium to the
undisturbed share price.
In this context, the SmartSpace Board did not initially solicit any offers
from prospective offerors. On 12 December 2023, an announcement was released
by Skedda Holdings, Inc. ("Skedda"), without the consent of SmartSpace, in
respect of an unsolicited conditional proposal regarding a possible cash offer
for the Company at 82 pence for each SmartSpace Share. The Company
subsequently confirmed that the SmartSpace Board had rejected a prior
unsolicited approach at a lower price and that it was considering the proposal
alongside continuing to consult with its shareholders.
Following a period of dialogue, the Company received, and on 22 January 2024
announced, a non-binding indicative proposal regarding a possible cash offer
for the Company by SIS at a price of 90 pence for each SmartSpace Share. This
represents an improvement of nearly 10 per cent. on Skedda's proposal. The
SmartSpace Board confirmed that the possible offer by SIS was at a price level
that it was minded to recommend unanimously that shareholders accept, should a
firm offer be forthcoming.
Certain of the Company's larger shareholders have demonstrated their support
for the Acquisition, as evidenced by their provision of irrevocable
undertakings and non-binding letters of intent to support the Acquisition in
respect of, in aggregate (when added to those irrevocable undertakings given
by each of the SmartSpace Directors), 13,728,662 SmartSpace Shares
representing approximately 47.44 per cent. of the SmartSpace Shares in issue
on 13 March 2024 (being the latest practicable date prior to publication of
this Announcement).
The SmartSpace Directors believe that the Acquisition will provide additional
resources and support to deliver scale to the SmartSpace Group's business,
alongside providing complementary products and services to the SmartSpace
Group's existing and prospective customers. The Acquisition will therefore
provide an opportunity for SmartSpace to accelerate organic growth, pursue
strategic investments and execute its longer-term strategy without the demands
and material costs of maintaining a public listing.
In reaching this conclusion, the SmartSpace Directors have taken into account
SIS's stated intentions for the business, management, employees, locations,
pension schemes and other stakeholders of SmartSpace.
7 Information on Bidco, SIS and PSG
Bidco
Bidco has been incorporated under the laws of England and Wales for the
purposes of making the Acquisition. Bidco has not traded since its
incorporation. Bidco is a wholly-owned subsidiary of SIS.
SIS
SIS is an innovative workplace enablement partner that goes beyond traditional
visitor management, combining the comprehensive software and real-time
analytics modern organizations need to mitigate risk, elevate experiences, and
empower people. Launched in 2021 with funding from PSG, SIS acquired Sign In
App, Sign In Enterprise (formerly Traction Guest), Sign In Compliance
(formerly ThreatSwitch), Sign In Workspace (formerly Pronestor), Sign In
Central Record (formerly SCR Tracker), and 10to8, expanding its reach to more
than 70 countries worldwide. To learn more about SIS, visit
www.signinsolutions.com.
PSG
PSG is a growth equity firm that partners with software and technology-enabled
services companies to help them navigate transformational growth, capitalize
on strategic opportunities and build strong teams. Having backed more than 130
companies and facilitated over 470 add-on acquisitions, PSG brings extensive
investment experience, deep expertise in software and technology, and a firm
commitment to collaborating with management teams. Founded in 2014, PSG
operates out of offices in Boston, Kansas City, London, Paris, Madrid and Tel
Aviv. To learn more about PSG, visit www.psgequity.com.
8 Information on SmartSpace
SmartSpace is a fast-growing SaaS-based technology business, designing and
building smart software solutions. The SmartSpace Group'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 SmartSpace 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)
For more information go to: www.smartspaceplc.com.
9 Directors, management, employees, pensions, research and
development and locations
Strategic plans for the SmartSpace Group
SIS has a high regard for SmartSpace's business and intends to support the
acceleration of its current strategy, with SmartSpace benefiting from the
capabilities, scale and resources of SIS. SIS's intention is for SmartSpace to
operate as part of the SIS Group. The Acquisition will enable SIS and
SmartSpace to enhance its proposition as a leading workplace enablement
partner, providing cloud-based visitor, identity and risk management software.
Prior to the Announcement Date, SIS was granted access to certain due
diligence information and to SmartSpace's senior management in order to
undertake customary confirmatory due diligence. SIS has not yet formulated a
detailed operational plan regarding the integration of SmartSpace into the SIS
Group. Following the Effective Date and in the first six months of ownership,
SIS intends to conclude on a review of the business and operations of
SmartSpace, which is expected to involve an evaluation of business expansion
opportunities and development of ideas for enhancing the enlarged SIS Group's
proposition as a workplace enablement partner, combining software and
real-time analytics. This review will have an initial focus on an analysis of
overlapping areas and functions (in particular in corporate, administration
and support areas) and identification of potential areas of overlap in the
enlarged SIS Group's portfolio of real estate and offices.
Employees and management
SIS values the skills and experience of SmartSpace's management and employees
and believes that they will benefit from enhanced opportunities under the
ownership of SIS, given its broader activities and capabilities. SIS confirms
that, following the Effective Date, the existing contractual and statutory
employment rights of all of SmartSpace Group's management and employees will
be fully safeguarded in accordance with applicable law. As stated above,
following the Effective Date, SIS intends to review the operations of
SmartSpace. This will include an assessment of any overlap of roles currently
undertaken by SIS and SmartSpace personnel. In particular, certain corporate,
administrative and support functions, including in relation to SmartSpace's
status an AIM traded company, may no longer be required on a standalone basis,
or else may be reduced in scope.
SIS intends to retain the best talent across the enlarged group to deliver the
enhanced growth strategy for the enlarged SIS Group. SIS therefore cannot be
certain what impact there will be on the employment of, and the balance of
skills and functions of, or terms and conditions of employment of, the
management and employees of the enlarged SIS Group. The finalisation and
implementation of workforce integration will be subject to detailed and
comprehensive planning as part of the review referred to above. This process
is expected to result in some headcount reduction, in particular, in those
areas identified above but which is not expected to be material in the context
of the enlarged SIS Group. Any such reductions would be subject to appropriate
consultation with employees and employee representative bodies in accordance
with applicable law.
In addition, it is intended that, upon completion of the Acquisition, each of
the two executive and each of the two non-executive directors of the
SmartSpace Board will resign as directors of the SmartSpace Board and the
SmartSpace Group companies upon completion of the Acquisition.
SIS has not entered into and has not discussed any form of incentivisation
arrangements with members of SmartSpace's management and will not have any
such discussions prior to the Effective Date. SIS intends to put in place
appropriate arrangements for SmartSpace's management following completion of
the Acquisition.
Pensions
SmartSpace does not operate or contribute to any defined benefit pension
schemes in respect of its employees. It does, however, operate certain defined
contribution pension schemes. SIS does not intend to make any changes to the
eligibility rules or contribution rates that currently apply under
SmartSpace's defined contribution pension plans. SIS confirms that it will
comply with all applicable laws in connection with the provision of retirement
benefits.
Locations of business, fixed assets, headquarters and research and development
Following the Acquisition, SIS intends that SmartSpace will operate within the
SIS Group. SIS does not intend to change the location of SmartSpace's
headquarters or headquarters function in the 12 months following the Effective
Date. SIS does intend to assess, as part of the review referred to above, the
most appropriate locations for SmartSpace's offices, in the light of SIS's
existing real estate footprint. Where overlap or duplication are identified,
locations of business (including headquarters) may, in due course, be
consolidated, disposed or repurposed. No significant changes are intended by
SIS with respect to the deployment of SmartSpace's fixed asset base.
SIS recognises the important role of research and development ("R&D") in
SmartSpace's business. SIS will seek to better understand the existing
structure of SmartSpace's R&D function and evaluate opportunities to
further enhance this after completion of the Acquisition. It does not intend
to make any material changes to the R&D and technology functions of
SmartSpace.
Trading Facilities
The SmartSpace Shares are currently admitted to trading on AIM. Prior to the
Scheme becoming effective, SmartSpace will make an application to the London
Stock Exchange for the cancellation of admission to trading of the SmartSpace
Shares on AIM to take effect from or shortly after the Effective Date. It is
expected that the last day of dealings in SmartSpace Shares on AIM will be the
Business Day immediately following the Scheme Court Hearing and no transfers
will be registered after 6.00 p.m. on that date.
It is also proposed that, following the Effective Date and following
cancellation of admission to trading on AIM of the SmartSpace Shares,
SmartSpace will be re-registered as a private limited company.
Post-offer Undertakings
No statements in this paragraph 9 are "post-offer undertakings" for the
purposes of Rule 19.5 of the Code.
10 SmartSpace Share Plans
Participants in the SmartSpace Share Plans will be contacted regarding the
effect of the Acquisition on their rights under the SmartSpace Share Plans and
an appropriate offer will be made to such participants which reflects their
rights under the SmartSpace Share Plans in due course.
11 Financing
The cash consideration payable by Bidco pursuant to the Acquisition will be
funded from equity financing drawn down from the PSG Funds. In connection with
the financing of Bidco, PSG has entered into the Equity Commitment Letter.
Bidco may raise debt financing in connection with the Acquisition following
the date of this Announcement.
Further information regarding these arrangements will be included in the
Scheme Document.
Rothschild & Co, financial adviser to Bidco, is satisfied that the
resources available to Bidco are sufficient to enable Bidco to satisfy in full
the cash consideration payable to SmartSpace Shareholders under the terms of
the Acquisition.
12 Offer-related Arrangements
Confidentiality Agreement
SIS and SmartSpace entered into a confidentiality agreement on 3 January 2024
(the "Confidentiality Agreement") pursuant to which SIS has undertaken to
keep, and to procure that certain of their representatives keep, confidential
information relating to the SmartSpace Group and/or to the Acquisition, to use
such information solely for the agreed purposes in relation to the Acquisition
and not to disclose it to third parties (with certain exceptions). These
confidentiality obligations will remain in force until 3 January 2026 (or, if
earlier, completion of the Acquisition). The Confidentiality Agreement
contains standstill provisions which restricted SIS and its affiliates (any
person directly or indirectly controlling, controlled by or under common
control with SIS, where "control" means the power to direct the management and
policies of SIS, directly or indirectly, whether through the ownership of
voting securities, the ability to exercise voting power, by contract, by
virtue of being or controlling the general partner, managing member, manager,
board of managers or board of directors, or otherwise) who are acting in
concert with it at the time it received confidential information from or on
behalf of SIS or on the date on which the Offer Period commenced, from
acquiring or offering to acquire interests in certain securities of SmartSpace
for a period of 12 months from the date of the Confidentiality Agreement. The
Confidentiality Agreement also includes provisions pursuant to which SIS has
agreed to certain restrictions in respect of the non-solicitation of any
officer, employee, client or consumer of the SmartSpace Group for a period of
12 months commencing on the date of the Confidentiality Agreement.
Co-operation Agreement
Pursuant to the Co-operation Agreement, Bidco has agreed to provide SmartSpace
with such information, assistance and access as may reasonably be required for
the preparation of the Scheme Document and certain confirmations in relation
to the Scheme.
The Co-operation Agreement records Bidco and SmartSpace's intention to
implement the Acquisition by way of a Scheme, subject to the ability of Bidco
to implement the Acquisition by way of a Takeover Offer in the circumstances
described in the Co-operation Agreement.
The Co-operation Agreement will terminate in certain circumstances, including
(but not limited to):
· upon service of written notice by Bidco to SmartSpace, if, either:
(i) a competing offer is announced which is recommended by the SmartSpace
Directors; or (ii) the SmartSpace Directors make a change to their
recommendation; or
· upon service of written notice by either party to the other party,
if:
o prior to the Long Stop Date, either: (i) a Condition has been invoked by
Bidco (with the consent of the Panel); or (ii) a competing offer is announced
which completes, becomes effective, or is declared or becomes unconditional;
o the Acquisition is withdrawn, terminated or lapses in accordance with its
terms on or prior to the Long Stop Date and, where required, with the consent
of the Panel, other than: (i) where such lapse or withdrawal is as a result of
the exercise of Bidco's right to a switch to a Takeover Offer; or (ii) it is
to be followed within five business days (or such other period as SmartSpace
and Bidco may agree) by an announcement under Rule 2.7 of the Code made by
Bidco or any person acting in concert with Bidco (or deemed to be acting in
concert with Bidco) to implement the Acquisition by a different offer or
scheme on substantially the same or improved terms;
o the Scheme is not approved by the requisite majorities of the holders the
Scheme Shares at the Court Meeting and/or SmartSpace Shareholders at the
General Meeting, or the Court refuses to sanction the Scheme; or
o unless otherwise agreed by Bidco and SmartSpace, the Effective Date has
not occurred by the Long Stop Date.
The Co-operation Agreement also contains provisions that will apply in respect
of the directors' and officers' insurance and the SmartSpace Share Plans.
13 Structure of the Acquisition
It is intended that the Acquisition will be effected by means of a
Court-sanctioned scheme of arrangement between SmartSpace and Scheme
Shareholders under Part 26 of the Companies Act. Bidco reserves the right to
elect to implement the Acquisition by way of a Takeover Offer (with the
consent of the Panel and subject to the terms of the Co-operation Agreement).
The purpose of the Scheme is to provide for Bidco to become the holder of the
entire issued and to be issued share capital of SmartSpace.
The Scheme is an arrangement between SmartSpace and the Scheme Shareholders
pursuant to which the Scheme Shares will be transferred to Bidco in
consideration for which the Scheme Shareholders will receive cash
consideration on the basis set out in paragraph 2 above.
The Acquisition will be put to SmartSpace Shareholders at the Court Meeting
and at the General Meeting. In order to become effective, the Scheme must be
approved by a majority in number of the SmartSpace Shareholders voting (and
entitled to vote) at the Court Meeting, either in person or by proxy,
representing not less than 75 per cent. in value of the SmartSpace Shares
voted. In addition, at the General Meeting to implement the Scheme a special
resolution to approve the adoption of the Amended SmartSpace Articles must be
passed by SmartSpace Shareholders representing at least 75 per cent. of the
votes validly cast on that resolution. The General Meeting will be held
immediately after the Court Meeting.
Following the Meetings, the Scheme must be sanctioned by the Court. The Scheme
will only become effective once a copy of the Court Order is delivered to the
Registrar of Companies. Upon the Scheme becoming effective, it will be binding
on all SmartSpace Shareholders, whether or not they attended or voted at the
Meetings (and if they attended and voted, whether or not they voted in
favour). Subject to the satisfaction of the Conditions, the Scheme is expected
to become effective during Q2 of 2024.
Any SmartSpace Shares issued before the Scheme Record Time will be subject to
the terms of the Scheme. Any SmartSpace Shares issued at or after the Scheme
Record Time will be subject to the Amended SmartSpace Articles and be
automatically transferred to Bidco.
The Acquisition will lapse if the Scheme does not become effective by the Long
Stop Date.
Further details of the Scheme, including an indicative timetable for its
implementation and the necessary action to be taken by SmartSpace
Shareholders, will be set out in the Scheme Document, which is expected to be
dispatched to SmartSpace Shareholders as soon as reasonably practicable and,
in any event, within 28 days of the date of this Announcement (or such later
date as may be agreed with the Panel).
14 Conditions
In addition to the requirements described in paragraph 13 above, the
Acquisition will be subject to the Conditions and further terms set out below
and in Appendix I to this Announcement and to be set out in the Scheme
Document.
The Scheme will lapse if:
· the Court Meeting and the General Meeting are not held on or before
the 22nd day after the expected date of such Court Meeting and General Meeting
to be set out in the Scheme Document in due course (or such later date (if
any) as may be agreed by Bidco and SmartSpace and, if required, the Court
and/or the Panel may allow);
· the Scheme Court Hearing is not held on or before the 22nd day
after the expected date of the Scheme Court Hearing to be set out in the
Scheme Document in due course (or such later date (if any) as may be agreed by
Bidco and SmartSpace and, if required, the Court and/or the Panel may allow);
or
· the Scheme does not become effective by the Long Stop Date.
The deadlines for the timing of the Court Meeting, the General Meeting and the
Scheme Court Hearing as set out above may be waived by Bidco, and the deadline
for the Scheme to become effective may be extended, with the approval of the
Court and/or the Panel if required, by agreement between SmartSpace and Bidco.
15 Cancellation of admission to trading on AIM and re-registration
Prior to the Scheme becoming effective, SmartSpace will make an application to
the London Stock Exchange for the cancellation of admission to trading of the
SmartSpace Shares on AIM to take effect from or shortly after the Effective
Date. It is expected that the last day of dealings in SmartSpace Shares on AIM
will be the Business Day immediately following the Scheme Court Hearing and no
transfers will be registered after 6.00 p.m. on that date.
On the Effective Date, share certificates in respect of SmartSpace Shares will
cease to be valid and should be destroyed. In addition, entitlements to
SmartSpace Shares held within the CREST system will be cancelled.
It is also proposed that, following the Effective Date and following
cancellation of admission to trading on AIM of the SmartSpace Shares,
SmartSpace will be re-registered as a private limited company.
16 Disclosure of interests in SmartSpace Shares
As at the close of business on 13 March 2024 (being the latest practicable
date prior to the date of this Announcement) neither Bidco, its directors,
nor, so far as Bidco is aware, any person acting in concert (within the
meaning of the Code) with it (i) has any interest in or right to subscribe for
any relevant securities of SmartSpace, or (ii) has any short positions in
respect of relevant securities of SmartSpace (whether conditional or absolute
and whether in the money or otherwise), including any short position under a
derivative, any agreement to sell or any delivery obligation or right to
require another person to purchase or take delivery, or (iii) has borrowed or
lent any relevant securities of SmartSpace (including, for these purposes, any
financial collateral arrangements of the kind referred to in Note 4 on
Rule 4.6 of the Code) save for any borrowed shares which have been either
on-lent or resold, or (iv) is a party to any dealing arrangement of the kind
referred to in Note 11 on the definition of acting in concert in the Code.
17 Dividends
If any dividend, distribution or other return of capital is declared, made,
paid or becomes payable by SmartSpace in respect of SmartSpace Shares on or
after the date of this Announcement and prior to the Effective Date, Bidco
reserves the right to reduce the consideration payable by it pursuant to the
Acquisition by an amount equal to the aggregate amount of such dividend,
distribution or other return of capital or distribution in which case any
reference in this Announcement or in the Scheme Document to the consideration
payable under the terms of the Acquisition will be deemed to be a reference to
the consideration so reduced. In such circumstances, SmartSpace Shareholders
will be entitled to retain any such dividend, other distribution or other
return of capital declared, made or paid.
18 Overseas Shareholders
The availability of the Acquisition and the distribution of this Announcement
to persons not resident in the United Kingdom may be affected by the laws and
regulations of the relevant jurisdiction. Such persons should inform
themselves about, and observe, any applicable legal or regulatory
requirements. SmartSpace Shareholders who are in any doubt regarding such
matters should consult an appropriate independent professional adviser in the
relevant jurisdiction without delay.
This Announcement does not constitute an offer for sale of any securities or
an offer or an invitation to purchase any securities. SmartSpace Shareholders
are advised to read carefully the Scheme Document and the forms of proxy once
these have been dispatched.
19 General
Bidco reserves the right, subject to the prior consent of the Panel and
subject to the terms of the Co-operation Agreement, to elect to implement the
Acquisition by way of a Takeover Offer for the entire issued and to be issued
share capital of SmartSpace not already held by Bidco, as an alternative to
the Scheme. In such an event, such offer will be implemented on the same terms
(subject to appropriate amendments as described in Part B of Appendix I), so
far as applicable, as those which would apply to the Scheme.
If the Acquisition is effected by way of a Takeover Offer and such offer
becomes or is declared unconditional in all respects and sufficient
acceptances are received, Bidco intends to exercise its rights to apply the
provisions of Chapter 3 of Part 28 of the Companies Act 2006 to acquire
compulsorily the remaining SmartSpace Shares in respect of which the Takeover
Offer has not been accepted.
Investors should be aware that Bidco may purchase SmartSpace Shares otherwise
than under any Takeover Offer or scheme of arrangement relating to the
Acquisition, such as in open market or privately negotiated purchases.
Rothschild & Co and Canaccord Genuity have given and not withdrawn their
consent to the publication of this Announcement with the inclusion herein of
the references to their respective names, in each case, in the form and
context in which they appear.
20 Documents available on website
Copies of the following documents will be made available on SmartSpace's
website at https://www.smartspaceplc.com/investors/disclaimer until the end of
the Offer Period:
· the Confidentiality Agreement;
· the irrevocable undertakings and letters of intent referred to in
paragraph 5 and summarised in Appendix III to this Announcement;
· documents relating to the financing of the Acquisition, including the
Equity Commitment Letter;
· the Co-operation Agreement;
· the consents of Rothschild & Co and Canaccord Genuity referred to
in paragraph 19; and
· this Announcement.
The bases and sources of certain financial information contained in this
Announcement are set out in Appendix II to this Announcement. Certain terms
used in this Announcement are defined in Appendix IV to this Announcement.
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 Limited +44 (0) 20 7523 8000
(Financial adviser, Nominated Adviser and Broker to SmartSpace)
Adam James
Harry Rees
Rothschild & Co +44 (0) 20 7280 5000
(Financial adviser to SIS and Bidco)
Stuart Vincent
Alex Penny
Joe Boyd-Morritt
Weil, Gotshal & Manges (London) LLP is providing legal advice to SIS and
Bidco. RBG Legal Services Limited, trading as Memery Crystal is providing
legal advice to SmartSpace.
Important notices
N.M. Rothschild & Sons Limited (Rothschild & Co), which is authorised
and regulated by the FCA in the United Kingdom, is acting as financial adviser
exclusively for SIS and Bidco and for no one else in connection with the
Acquisition and the subject matter of this Announcement and will not be
responsible to anyone other than SIS and Bidco for providing the protections
afforded to its clients or for providing advice in relation to the Acquisition
or any other matter referred to in this Announcement.
Canaccord Genuity, which is authorised and regulated by the FCA in the United
Kingdom, is acting exclusively for SmartSpace and no one else in connection
with the Acquisition and will not be responsible to anyone other than
SmartSpace for providing the protections afforded to clients of Canaccord
Genuity nor for providing advice in relation to the Acquisition or any other
matters referred to in this Announcement. Neither Canaccord Genuity nor any of
its affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Canaccord Genuity
in connection with this Announcement, any statement contained herein or
otherwise.
Further information
This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to buy, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities, pursuant
to the Acquisition or otherwise, nor shall there be any purchase, sale,
issuance or exchange of securities or such solicitation in any jurisdiction in
which such offer, solicitation, sale, issuance or exchange would be unlawful
prior to the registration or qualification under the laws of such
jurisdiction. The Acquisition will be made solely by means of the Scheme
Document, or if the Acquisition is implemented by way of a Takeover Offer, any
document by which the Takeover Offer is made, which will contain the full
terms and Conditions of the Acquisition, including details of how to vote in
respect of the Acquisition.
This Announcement has been prepared for the purpose of complying with English
law and the Code and the information disclosed may not be the same as that
which would have been disclosed if this Announcement had been prepared in
accordance with the laws of jurisdictions outside the United Kingdom.
SmartSpace will prepare the Scheme Document to be distributed to SmartSpace
Shareholders at no cost to them. SmartSpace and Bidco urge SmartSpace
Shareholders to read the Scheme Document when it becomes available because it
will contain important information relating to the Acquisition. Any decision
to vote in respect of the resolutions to be proposed at the Court Meeting and
the General Meeting should be based solely on the information contained in the
Scheme Document.
If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.
Each SmartSpace Shareholder is advised to consult its independent professional
adviser regarding the tax consequences to it (or to its beneficial owners) of
the Acquisition.
This Announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document.
The person responsible for arranging the release of this Announcement on
behalf of SmartSpace is Kris Shaw. SmartSpace's Legal Entity Identifier is
213800IQXZ3XYCMH6U90.
Overseas Shareholders
The release, publication or distribution of this Announcement in certain
jurisdictions may be restricted by law. Persons who are not resident in the
United Kingdom or who are subject to the laws of other jurisdictions should
inform themselves of, and observe, any applicable requirements. Further
details in relation to Overseas Shareholders will be contained in the Scheme
Document. Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and persons involved
in the Acquisition disclaim any responsibility or liability for the violation
of such restrictions by any person.
The Acquisition relates to shares of a UK company and is proposed to be
effected by means of a scheme of arrangement under the laws of England and
Wales. Neither the US proxy solicitation rules nor the tender offer rules
under the US Exchange Act apply to the Acquisition. Accordingly, the
Acquisition is subject to the disclosure requirements, rules and practices
applicable in the United Kingdom to schemes of arrangement, which differ from
the requirements of US proxy solicitation or tender offer rules. However, if
Bidco were to elect to implement the Acquisition by means of a Takeover Offer,
such Takeover Offer would be made in compliance with all applicable laws and
regulations, including Section 14(e) of the US Exchange Act and Regulation 14E
thereunder. Such a takeover would be made in the United States by Bidco and no
one else. In addition to any such Takeover Offer, Bidco, certain affiliated
companies and the nominees or brokers (acting as agents) may make certain
purchases of, or arrangements to purchase, shares in SmartSpace outside such
Takeover Offer during the period in which such Takeover Offer would remain
open for acceptance. If such purchases or arrangements to purchase were to be
made, they would be made outside the United States and would comply with
applicable law, including the US Exchange Act.
None of the securities referred to in this Announcement have been approved or
disapproved by the US Securities and Exchange Commission, any state securities
commission in the United States or any other US regulatory authority, nor have
such authorities passed upon or determined the adequacy or accuracy of the
information contained in this Announcement. Any representation to the contrary
is a criminal offence in the United States.
SmartSpace's financial statements, and all financial information that is
included in this Announcement, or that may be included in the Scheme Document,
have been prepared in accordance with international financial reporting
standards and may not be comparable to financial statements of companies in
the United States or other companies whose financial statements are prepared
in accordance with US generally accepted accounting principles.
Unless otherwise determined by Bidco or required by the Code and permitted by
applicable law and regulation, the Acquisition will not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may vote in
favour of the offer by any such use, means, instrumentality or form within a
Restricted Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Accordingly, copies of this
Announcement and all documents relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving this
Announcement and all documents relating to the Acquisition (including
custodians, nominees and trustees) must observe these restrictions and must
not mail or otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that jurisdiction.
The availability of the Acquisition to SmartSpace Shareholders who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are resident. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any applicable
requirements.
The Acquisition will be subject to the applicable requirements of the Code,
the AIM Rules, the Panel, the London Stock Exchange and the FCA.
Forward looking statements
This Announcement contains statements about the SIS Group and the SmartSpace
Group that are or may be forward looking statements. These statements are
based on the current expectations of the management of SIS, Bidco and
SmartSpace and are naturally subject to uncertainty and changes in
circumstances. All statements, including the expected timing and scope of the
Acquisition, other than statements of historical facts included in this
Announcement, may be forward looking statements. Without limitation, any
statements preceded or followed by or that include the words "targets",
"plans", "believes", "expects", "aims", "intends", "will", "may", "should",
"would", "could", "anticipates", "estimates", "projects", "strategy" or words
or terms of similar substance or the negative thereof are forward looking
statements. Forward looking statements may include statements relating to the
following: (i) future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition, dividend
policy, losses and future prospects; (ii) business and management strategies
and the expansion and growth of the SIS Group's or the SmartSpace Group's
operations and potential synergies resulting from the Acquisition; and (iii)
the effects of government regulation on the SIS Group's or the SmartSpace
Group's business.
Such forward looking statements are not guarantees of future performance. By
their nature, because they relate to events and depend on circumstances that
will occur in the future, such forward looking statements involve risks and
uncertainties that could significantly affect expected results and are based
on certain key assumptions. Many factors could cause actual results and
developments to differ materially from those projected or implied in any
forward looking statements. These factors include, but are not limited to, the
satisfaction of the conditions to the Acquisition, as well as additional
factors, such as changes in political and economic conditions, changes in the
level of capital investment, retention of key employees, changes in customer
habits, success of business and operating initiatives and restructuring
objectives, impact of any acquisitions or similar transactions, changes in
customers' strategies and stability, competitive product and pricing measures,
changes in the regulatory environment, fluctuations or interest and exchange
rates and the outcome of any litigation. Other unknown or unpredictable
factors could cause actual results to differ materially from those in the
forward looking statements. Due to such uncertainties and risks, readers are
cautioned not to place undue reliance on such forward looking statements,
(which speak only as of the date hereof) and no member of the SIS Group or any
member of the SmartSpace Group (nor any of their respective directors,
officers, employees or advisers) provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied by the
forward looking statements will actually occur. Further, each member of the
SIS Group and the SmartSpace Group disclaims any obligation to update publicly
or revise any forward looking or other statements contained herein, whether as
a result of new information, future events or otherwise, except as required by
applicable law.
All subsequent oral or written forward looking statements attributable to any
member of the Wider SIS Group or Wider SmartSpace Group, or any of their
respective directors, officers, employees or advisers, are expressly qualified
in their entirety by the cautionary statement above.
No profit forecasts or profit estimates
No statement in this Announcement is intended as a profit forecast or profit
estimate for any period and no statement in this Announcement should be
interpreted to mean that earnings or earnings per share for SmartSpace for the
current or future financial years would necessarily match or exceed the
historical published earnings or earnings per share for SmartSpace.
Dealing and Opening Position 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)
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.
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 offerors, 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 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 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 2.9 disclosure
In accordance with Rule 2.9 of the Code, SmartSpace confirms that as at the
date of this Announcement, it has 28,941,234 ordinary shares of 10 pence each
in issue and admitted to trading on AIM. SmartSpace holds no ordinary shares
in treasury. The total number of voting rights in SmartSpace is currently
28,941,234. The International Securities Identification Number for SmartSpace
ordinary shares is GB00BYWN0F98.
Information relating to SmartSpace Shareholders
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 to the Code to comply with Rule 2.11(c) of the Code.
Publication on website and hard copies
This Announcement and the documents required to be published pursuant to
Rule 26.1 of the Code will be available free of charge, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
SmartSpace's website at https://www.smartspaceplc.com/investors/disclaimer by
no later than 12.00 p.m. on the Business Day following this Announcement.
Neither the content of any website referred to in this Announcement nor the
content of any website accessible from hyperlinks is incorporated into, or
forms part of, this Announcement.
SmartSpace Shareholders may request a hard copy of this Announcement by
contacting Share Registrars on +44 (0) 1252 821390. Calls outside the United
Kingdom will be charged at the applicable international rate. The helpline is
open between 8.30 a.m. to 5.00 p.m., Monday to Friday, excluding public
holidays in England and Wales. Please note that Share Registrars cannot
provide any financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes. SmartSpace Shareholders may also
request that all future documents, announcements and information to be sent to
them in relation to the Acquisition should be in hard copy form. If a
SmartSpace Shareholder has received this Announcement in electronic form, hard
copies of this Announcement and any document or information incorporated by
reference into this Announcement will not be provided unless such a request is
made.
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 the figures that precede them.
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE OFFER
Part A: Conditions to the Scheme and the Acquisition
1 The Acquisition will be conditional upon the Scheme becoming
unconditional and effective, subject to the Code, by not later than the Long
Stop Date.
Scheme Conditions
2 The Scheme will be subject to the following Conditions:
(a) (i) its approval by a majority in number representing not less
than 75 per cent. in value of Scheme Shareholders who are on the register of
members of SmartSpace (or the relevant class or classes thereof) at the Scheme
Voting Record Time, present and voting, whether in person or by proxy, at the
Court Meeting and at any separate class meeting which may be required (or any
adjournment thereof); and (ii) such Court Meeting being held on or before the
22nd day after the expected date of the Court Meeting to be set out in the
Scheme Document in due course (or such later date as may be agreed between
Bidco and SmartSpace, or in a competitive situation, with the consent of the
Panel (and that the Court may approve));
(b) (i) the resolution required to implement the Scheme (including the
adoption of the Amended SmartSpace Articles) being duly passed at the General
Meeting (or any adjournment thereof); and (ii) such General Meeting being held
on or before the 22nd day after the expected date of the General Meeting to be
set out in the Scheme Document in due course (or such later date as may be
agreed between Bidco and SmartSpace, or in a competitive situation, with the
consent of the Panel (and that the Court may approve)); and
(c) (i) the sanction of the Scheme by the Court (with or without
modification (but subject to such modification being acceptable to Bidco and
SmartSpace)) and the delivery of a copy of the Court Order to the Registrar of
Companies; and (ii) the Scheme Court Hearing being held on or before the 22nd
day after the expected date of the Scheme Court Hearing (or such later date as
may be agreed between Bidco and SmartSpace, or in a competitive situation,
with the consent of the Panel (and that the Court may approve)).
General Conditions
3 In addition, subject as stated in Part B below and to the
requirements of the Panel, the Acquisition will be conditional upon the
following Conditions and, accordingly, the necessary actions to make the
Scheme effective will not be taken unless such Conditions (as amended, if
appropriate) have been satisfied or, where relevant, waived:
Other Third Party clearances and Authorisations
(a) the waiver (or non-exercise within any applicable time limits) by
any relevant Third Party of any termination right, right of pre-emption, first
refusal or similar right (which is material in the context of the Wider
SmartSpace Group taken as a whole) arising as a result of or in connection
with the Acquisition including, without limitation, its implementation and
financing or the proposed direct or indirect acquisition of any shares or
other securities in, or control or management of, SmartSpace by Bidco or any
member of the Wider SIS Group;
(b) all necessary notifications, filings or applications which are
necessary or considered appropriate or desirable by Bidco having been made in
connection with the Acquisition and all necessary waiting periods (including
any extensions thereof) under any applicable legislation or regulation of any
jurisdiction having expired, lapsed or been terminated (as appropriate) and
all statutory and regulatory obligations in any jurisdiction having been
complied with in each case in respect of the Acquisition or the acquisition by
any member of the Wider SIS Group of any shares or other securities in, or
control of, SmartSpace and all Authorisations reasonably deemed necessary or
appropriate by SIS in any jurisdiction for or in respect of the Acquisition
(including, without limitation, its implementation and financing) and, except
pursuant to Chapter 3 of Part 28 of the Companies Act, the acquisition or the
proposed acquisition of any shares or other securities in, or control or
management of, SmartSpace or any other member of the Wider SmartSpace Group by
any member of the Wider SIS Group having been obtained in terms and in a form
reasonably satisfactory to Bidco from all appropriate Third Parties or
(without prejudice to the generality of the foregoing) from any person or
bodies with whom any member of the Wider SmartSpace Group has entered into
contractual arrangements and all such Authorisations necessary or appropriate
to carry on the business of any member of the Wider SmartSpace Group in any
jurisdiction which is material in the context of the SIS Group or the
SmartSpace Group taken as a whole having been obtained and all such
Authorisations remaining in full force and effect and all filings necessary
for such purpose having been made and there being no notice or intimation of
an intention to revoke, suspend, restrict, modify or not to renew such
Authorisations at the time at which the Acquisition becomes otherwise
unconditional;
(c) no Third Party having given notice of a decision to take,
institute, implement or threaten any action, proceeding, suit, investigation,
enquiry or reference (and in each case, not having withdrawn the same), or
having required any action to be taken or otherwise having done anything, or
having enacted, made or proposed any statute, regulation, decision, order or
change to published practice or having taken any other steps (and in each
case, not having withdrawn the same) and there not continuing to be
outstanding any statute, regulation, decision or order which would or might
reasonably be expected to:
(i) require, prevent or delay the divestiture or alter the terms
envisaged for such divestiture by any member of the Wider SIS Group or by any
member of the Wider SmartSpace Group of all or any portion of its businesses,
assets or property or impose any limitation on the ability of any of them to
conduct their businesses (or any part thereof) or to own, control or manage
any of their assets or properties (or any part thereof) which, in any such
case, is material in the context of the Wider SIS Group or the Wider
SmartSpace Group in either case taken as a whole;
(ii) except pursuant to Chapter 3 of Part 28 of the Companies Act,
require any member of the Wider SIS Group or the Wider SmartSpace Group to
acquire or offer to acquire any shares, other securities (or the equivalent)
or interest in any member of the Wider SmartSpace Group, or any asset owned by
any Third Party (other than in the implementation of the Acquisition);
(iii) impose any material limitation on, or result in a material delay
in, the ability of any member of the Wider SIS Group directly or indirectly to
acquire, hold or to exercise effectively all or any rights of ownership in
respect of shares or other securities in SmartSpace or on the ability of any
member of the Wider SmartSpace Group or any member of the Wider SIS Group
directly or indirectly to hold or exercise effectively all or any rights of
ownership in respect of shares or other securities (or the equivalent) in, or
to exercise voting or management control over, any member of the Wider
SmartSpace Group;
(iv) otherwise adversely affect any or all of the business, assets,
profits or prospects of any member of the Wider SmartSpace Group or any member
of the Wider SIS Group to an extent which is material in the context of the
Wider SIS Group or the Wider SmartSpace Group in either case taken as a whole;
(v) result in any member of the Wider SmartSpace Group or any member
of the Wider SIS Group ceasing to be able to carry on business under any name
under which it presently carries on business to an extent which is or would be
material in the context of the Wider SmartSpace Group taken as a whole;
(vi) make the Acquisition, its implementation or the acquisition or
proposed acquisition of any shares or other securities in, or control or
management of, SmartSpace by any member of the Wider SIS Group void,
unenforceable and/or illegal under the laws of any relevant jurisdiction, or
otherwise, directly or indirectly materially prevent or prohibit, restrict,
restrain, or delay to a material extent or otherwise materially interfere with
the implementation of, or impose material additional conditions or obligations
with respect to, or otherwise materially challenge, impede, interfere or
require material amendment of, the Acquisition or the acquisition or proposed
acquisition of any shares or other securities in, or control or management of,
SmartSpace by any member of the Wider SIS Group;
(vii) require, prevent or materially delay a divestiture by any member of
the Wider SIS Group of any shares or other securities (or the equivalent) in
any member of the Wider SmartSpace Group or any member of the Wider SIS Group,
in either case taken as a whole, as applicable; or
(viii) impose any limitation on the ability of any member of the Wider SIS
Group or any member of the Wider SmartSpace Group to conduct, integrate or
co-ordinate all or any part of its business with all or any part of the
business of any other member of the Wider SIS Group and/or the Wider
SmartSpace Group which is adverse to and material in the context of the Wider
SIS Group or the Wider SmartSpace Group in either case taken as a whole, as
applicable, or in the context of the Acquisition,
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could decide to take, institute,
implement or threaten any such action, proceeding, suit, investigation,
enquiry or reference or take any other step under the laws of any jurisdiction
in respect of the Acquisition or the acquisition or proposed acquisition of
any SmartSpace Shares or otherwise intervene having expired, lapsed or been
terminated;
Certain matters arising as a result of any arrangement, agreement, etc.
(d) except as Disclosed, there being no provision of any arrangement,
agreement, lease, licence, franchise, permit or other instrument to which any
member of the Wider SmartSpace Group is a party or by or to which any such
member or any of its assets is or may be bound, entitled or be subject or any
event or circumstance which, as a consequence of the Acquisition or the
acquisition or the proposed acquisition by any member of the Wider SIS Group
of any shares or other securities (or the equivalent) in SmartSpace or because
of a change in the control or management of any member of SmartSpace or
otherwise, could or might reasonably be expected to result in any of the
following (in each case to an extent which is material and adverse in the
context of the Wider SmartSpace Group or the Wider SIS Group, in either case
taken as a whole, or in the context of the Acquisition):
(i) any monies borrowed by, or any other indebtedness, actual or
contingent, of, or any grant available to, any such member of the Wider
SmartSpace Group being or becoming repayable, or capable of being declared
repayable, immediately or prior to its or their stated maturity date or
repayment date, or the ability of any such member to borrow monies or incur
any indebtedness being withdrawn or inhibited or being capable of becoming or
being withdrawn or inhibited;
(ii) the creation, save in the ordinary and usual course of business,
or enforcement of any mortgage, charge or other security interest over the
whole or any part of the business, property or assets of any member of the
Wider SmartSpace Group or any such mortgage, charge or other security interest
(whenever created, arising or having arisen) becoming enforceable;
(iii) any such arrangement, agreement, lease, licence, franchise,
permit or other instrument being terminated or the rights, liabilities,
obligations or interests of any member of the Wider SmartSpace Group
thereunder being terminated or adversely modified or affected or any onerous
obligation or liability arising or any action being taken or arising
thereunder;
(iv) any asset or interest of any such member of the Wider SmartSpace
Group being or failing to be disposed of or charged or ceasing to be available
to any such member or any right arising under which any such asset or interest
could be required to be disposed of or charged or could cease to be available
to any such member otherwise than in the ordinary course of business;
(v) any liability of any member of the Wider SmartSpace Group to make
any severance, termination, bonus or other payment to any of its directors or
other officers;
(vi) the rights, liabilities, obligations, interests or business of any
such member of the Wider SmartSpace Group under any such arrangement,
agreement, licence, permit, lease or instrument or the interests or business
of any such member of the Wider SmartSpace Group in or with any other person
or body or firm or company (or any agreement or arrangement relating to any
such interests or business) being or becoming capable of being terminated or
adversely modified or affected, or any onerous obligation or liability arising
or any adverse action being taken thereunder;
(vii) any such member of the Wider SmartSpace Group ceasing to be able to
carry on business under any name under which it presently carries on business;
(viii) the value of, or the financial or trading position or prospects of,
any such member of the Wider SmartSpace Group being adversely affected; or
(ix) the creation or acceleration of any liability (actual or
contingent) by any such member of the Wider SmartSpace Group (including any
tax liability or any obligation to obtain or acquire any Authorisation,
notice, waiver, concession, agreement or exemption from any Third Party or any
person) other than trade creditors or other liabilities incurred in the
ordinary course of business,
and no event having occurred which, under any provision of any arrangement,
agreement, licence, permit, franchise, lease or other instrument to which any
member of the Wider SmartSpace Group is a party or by or to which any such
member or any of its assets are bound, entitled or subject, would or might
reasonably be expected to result in any of the events or circumstances as are
referred to in Conditions (d)(i) to (ix);
Certain events occurring since 31 January 2023
(e) except as Disclosed, no member of the Wider SmartSpace Group
having since 31 January 2023:
(i) except for shares issued under or pursuant to the exercise of
options and vesting of awards under the SmartSpace Share Plans and save as
between SmartSpace and wholly-owned subsidiaries of SmartSpace, issued or
agreed to issue or authorised or proposed or announced its intention to
authorise or propose the issue, of additional shares of any class, or
securities or securities convertible into, or exchangeable for, or rights,
warrants or options to subscribe for or acquire, any such shares, securities
or convertible securities or transferred or sold or agreed to transfer or sell
or authorised or proposed the transfer or sale of SmartSpace Shares out of
treasury;
(ii) recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution (whether
payable in cash or otherwise) other than dividends (or other distributions
whether payable in cash or otherwise) lawfully paid or made by any
wholly-owned subsidiary of SmartSpace to SmartSpace or any of its wholly-owned
subsidiaries;
(iii) other than pursuant to the Acquisition (and except for
transactions between SmartSpace and its wholly-owned subsidiaries or between
the wholly-owned subsidiaries of SmartSpace and transactions in the ordinary
course of business) implemented, effected, authorised or proposed or announced
its intention to implement, effect, authorise or propose any merger, demerger,
reconstruction, amalgamation, scheme, commitment or acquisition or disposal of
assets or shares or loan capital (or the equivalent thereof) in any
undertaking or undertakings otherwise than in the ordinary course of business
and, in each case, to the extent which is material in the context of the Wider
SmartSpace Group taken as a whole;
(iv) (except for transactions between SmartSpace and its wholly-owned
subsidiaries or between the wholly owned subsidiaries of SmartSpace and except
for transactions in the ordinary course of business) disposed of, or
transferred, mortgaged or created any security interest over any asset or any
right, title or interest in any asset or authorised, proposed or announced any
intention to do so, in each case other than in the ordinary course of business
and in each case to an extent which is material in the context of the Wider
SmartSpace Group taken as a whole;
(v) (except for transactions between SmartSpace and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of SmartSpace) issued,
authorised or proposed or announced an intention to authorise or propose, the
issue of or made any change in or to the terms of any debentures or, save in
the ordinary course of business, incurred or increased any indebtedness or
become subject to any contingent liability;
(vi) entered into or varied or authorised, proposed or announced its
intention to enter into or vary any contract, arrangement, agreement,
transaction or commitment (whether in respect of capital expenditure or
otherwise) which is of a long term, unusual or onerous nature or magnitude or
which is or which involves or could involve an obligation of a nature or
magnitude, other than in the ordinary course of business and in each case to
an extent which is material in the context of the Wider SmartSpace Group taken
as a whole;
(vii) entered into any contract, transaction or arrangement which would be
restrictive on the business of any member of the Wider SmartSpace Group or the
Wider SIS Group other than of a nature and extent which is normal in the
context of the business concerned;
(viii) entered into or varied in a material way the terms of, or made any
offer (which remains open for acceptance) to enter into or vary to a material
extent the terms of, any contract, service agreement, commitment or
arrangement with any director or senior executive of any member of the Wider
SmartSpace Group;
(ix) proposed, agreed to provide or modified the terms of any of the
SmartSpace Share Plans;
(x) proposed, agreed to provide or modified the terms of any other
share option scheme, incentive scheme or other benefit constituting a material
change relating to the employment or termination of employment of a material
category of persons employed by the Wider SmartSpace Group or which
constitutes a material change to the terms or conditions of employment of any
senior employee of the Wider SmartSpace Group, save as agreed by the Panel (if
required) and by SIS, or entered into or changed the terms of any contract
with any director or senior executive;
(xi) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, except in respect of the matters mentioned in sub-paragraph (i) above,
made any other change to any part of its share capital, in each case to the
extent material in the context of the Wider SmartSpace Group taken as a whole;
(xii) (except in the ordinary course of business) waived, compromised or
settled any claim which is material in the context of the Wider SmartSpace
Group taken as a whole;
(xiii) terminated or varied the terms of any agreement or arrangement
between any member of the Wider SmartSpace Group and any other person in a
manner which would or might reasonably be expected to have a material adverse
effect on the financial position of the Wider SmartSpace Group taken as a
whole;
(xiv) (except as disclosed on publicly available registers) made any
alteration to its memorandum or articles of association or other incorporation
documents;
(xv) made or agreed or consented to any change to:
(A) the terms of the trust deeds and rules constituting the pension
scheme(s) established by any member of the Wider SmartSpace Group for its
directors, employees or their dependants;
(B) the contributions payable to any such scheme(s) or to the benefits
which accrue, or to the pensions which are payable, thereunder;
(C) the basis on which qualification for, or accrual or entitlement to,
such benefits or pensions are calculated or determined; or
(D) the basis upon which the liabilities (including pensions) of such
pension schemes are funded, valued, made, agreed or consented to,
in each case to an extent which is material in the context of the Wider
SmartSpace Group taken as a whole;
(xvi) been unable, or admitted in writing that it is unable, to pay its
debts or commenced negotiations with one or more of its creditors with a view
to rescheduling or restructuring any of its indebtedness, or having stopped or
suspended (or threatened to stop or suspend) payment of its debts generally or
ceased or threatened to cease carrying on all or a substantial part of its
business;
(xvii) (other than in respect of a member of the Wider SmartSpace Group which
is dormant and was solvent at the relevant time) taken or proposed any steps
or corporate action or had any legal proceedings instituted or threatened
against it in relation to the suspension of payments, a moratorium of any
indebtedness, its winding-up (voluntary or otherwise), dissolution,
reorganisation or for the appointment of a receiver, administrator, manager,
administrative receiver, trustee or similar officer of all or any of its
assets or revenues or any analogous or equivalent steps or proceedings in any
jurisdiction or appointed any analogous person in any jurisdiction or had any
such person appointed in each case to the extent which is material in the
context of the Wider SmartSpace Group taken as a whole;
(xviii) except for transactions between SmartSpace and its wholly-owned
subsidiaries or between SmartSpace's wholly-owned subsidiaries and
transactions entered into in the ordinary and usual course of business entered
into, implemented or authorised the entry into, any joint venture, asset or
profit sharing arrangement, partnership or merger of business or corporate
entities other than in the ordinary course of business;
(xix) taken (or agreed or proposed to take) any action which requires, or
would require, the consent of the Panel or the approval of SmartSpace
Shareholders in general meeting in accordance with, or as contemplated by,
Rule 21.2 of the Code; or
(xx) entered into any agreement, arrangement, commitment or contract or
passed any resolution or made any offer (which remains open for acceptance)
with respect to or announced an intention to, or to propose to, effect any of
the transactions, matters or events referred to in this Condition (e);
No adverse change, litigation, regulatory enquiry or similar
(f) except as Disclosed, since 31 January 2023:
(i) there having been no adverse change, in the business, assets,
financial or trading position or profits or prospects or operational
performance of any member of the Wider SmartSpace Group which, in any case, is
material in the context of the Wider SmartSpace Group taken as a whole and no
circumstances have arisen which would or might reasonably be expected to
result in such adverse change or deterioration;
(ii) no litigation, arbitration proceedings, prosecution or other
legal proceedings having been threatened, announced or instituted by or
against or remaining outstanding against or in respect of, any member of the
Wider SmartSpace Group or to which any member of the Wider SmartSpace Group is
or may become a party (whether as claimant, defendant or otherwise), in each
case which has had or might reasonably be expected to have a material adverse
effect on the Wider SmartSpace Group taken as a whole or which is material in
the context of the Acquisition;
(iii) no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member of the Wider
SmartSpace Group having been threatened, announced or instituted or remaining
outstanding by, against or in respect of any member of the Wider SmartSpace
Group, in each case which has had or might reasonably be expected to have a
material adverse effect on the Wider SmartSpace Group taken as a whole or in
the context of the Acquisition;
(iv) no contingent or other liability of any member of the Wider
SmartSpace Group having arisen or become apparent to Bidco or increased which
has had or might reasonably be expected to have an adverse effect on the Wider
SmartSpace Group taken as a whole or in the context of the Acquisition;
(v) no member of the Wider SmartSpace Group having conducted its
business in breach of any applicable laws and regulations and which is
material in the context of the Wider SmartSpace Group as a whole or material
in the context of the Acquisition; and
(vi) no steps having been taken and no omissions having been made which
are likely to result in the withdrawal, cancellation, termination or
modification of any licence held by any member of the Wider SmartSpace Group
which is necessary for the proper carrying on of its business and the
withdrawal, cancellation, termination or modification of which has had, or
would reasonably be expected to have, a material adverse effect on the Wider
SmartSpace Group taken as a whole or in the context of the Acquisition;
No discovery of certain matters
(g) except as Disclosed, Bidco not having discovered:
(i) that any financial, business or other information concerning the
Wider SmartSpace Group publicly announced prior to the Announcement Date or
disclosed at any time to any member of the Wider SIS Group by or on behalf of
any member of the Wider SmartSpace Group prior to the Announcement Date is
misleading, contains a material misrepresentation of any fact or omits to
state a fact necessary to make that information not misleading and which was
not subsequently corrected before the date of this Announcement by disclosure
either publicly or otherwise to Bidco or its professional advisers, in any
such case to an extent which is material in the context of the Wider
SmartSpace Group taken as a whole;
(ii) that any member of the Wider SmartSpace Group or any partnership,
company or other entity in which any member of the Wider SmartSpace Group has
a significant economic interest and which is not a subsidiary undertaking of
SmartSpace is, otherwise than in the ordinary course of business, subject to
any liability, contingent or otherwise, and which is material in the context
of the Wider SmartSpace Group taken as a whole;
(iii) any information which affects the import of any information
disclosed at any time by or on behalf of any member of the Wider SmartSpace
Group and which is material in the context of the Wider SmartSpace Group taken
as a whole;
(iv) that any past or present member of the Wider SmartSpace Group has
failed to comply with any and/or all applicable legislation or regulation, of
any jurisdiction with regard to the use, treatment, handling, storage,
carriage, disposal, spillage, release, discharge, leak or emission of any
waste or hazardous substance or any substance likely to impair the environment
or harm human health or animal health or otherwise relating to environmental
matters or the health and safety of humans, or that there has otherwise been
any such use, treatment, handling, storage, carriage, disposal, spillage,
release, discharge, leak or emission (whether or not the same constituted a
non-compliance by any person with any such legislation or regulations, and
wherever the same may have taken place) any of which storage, carriage,
disposal, spillage, release, discharge, leak or emission would be likely to
give rise to any liability (actual or contingent) or cost on the part of any
member of the Wider SmartSpace Group and which is material in the context of
the Wider SmartSpace Group taken as a whole;
(v) that there is, or is likely to be, for any reason whatsoever, any
liability (actual or contingent) of any past or present member of the Wider
SmartSpace Group to make good, remediate, repair, reinstate or clean up any
property or any controlled waters now or previously owned, occupied, operated
or made use of or controlled by any such past or present member of the Wider
SmartSpace Group (or on its behalf) or by any person for which a member of the
Wider SmartSpace Group is or has been responsible, or in which any such member
may have or previously have had or be deemed to have had an interest, under
any environmental legislation, common law, regulation, notice, circular,
Authorisation or order of any Third Party and which is material in the context
of the Wider SmartSpace Group taken as a whole or in the context of the
Acquisition;
(vi) that circumstances exist (whether as a result of announcing or
completing the Acquisition or otherwise) which would be reasonably likely to
lead to any Third Party instituting, or whereby any member of the Wider SIS
Group or any present or past member of the Wider SmartSpace Group would be
likely to be required to institute, an environmental audit or take any other
steps which would in any such case be reasonably likely to result in any
liability (whether actual or contingent) to improve, modify existing or
install new plant, machinery or equipment or carry out changes in the
processes currently carried out or make good, remediate, repair, re-instate or
clean up any land or other asset currently or previously owned, occupied or
made use of by any past or present member of the Wider SmartSpace Group (or on
its behalf) or by any person for which a member of the Wider SmartSpace Group
is or has been responsible, or in which any such member may have or previously
have had or be deemed to have had an interest which is material in the context
of the Wider SmartSpace Group taken as a whole or in the context of the
Acquisition; or
(vii) circumstances exist whereby a person or class of persons would be
likely to have any claim or claims in respect of any assets, rights, product
or process of manufacture or materials used therein currently or previously
manufactured, sold, licenced or carried out by any past or present member of
the Wider SmartSpace Group which claim or claims would be likely to affect
adversely any member of the Wider SmartSpace Group and which is material in
the context of the Wider SmartSpace Group taken as a whole or in the context
of the Acquisition; and
Anti-corruption, sanctions and criminal property
(h) except as Disclosed, Bidco not having discovered that:
(i) any past or present member, director, officer or employee of the
Wider SmartSpace Group is or has at any time engaged in any activity, practice
or conduct which would constitute an offence under the Bribery Act 2010, the
US Foreign Corrupt Practices Act of 1977 or any other applicable
anti-corruption or anti-bribery law, rule or regulation or any other
applicable law, rule, or regulation concerning improper payments or kickbacks
or (B) any person that performs or has performed services for or on behalf of
the Wider SmartSpace Group is or has at any time engaged in any activity,
practice or conduct in connection with the performance of such services which
would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt
Practices Act of 1977 or any other applicable anti-corruption or anti-bribery
law, rule or regulation or any other applicable law, rule, or regulation
concerning improper payments or kickbacks; or
(ii) any asset of any member of the Wider SmartSpace Group constitutes
criminal property as defined by section 340(3) of the Proceeds of Crime Act
2002 (but disregarding paragraph (b) of that definition) or proceeds of crime
under any other applicable law, rule or regulation concerning money laundering
or proceeds of crime or any member of the Wider SmartSpace Group is found to
have engaged in activities constituting money laundering under any applicable
law, rule or regulation concerning money laundering; or
(iii) any past or present member, director, officer or employee of the
Wider SmartSpace Group, or any other person for whom any such person may be
liable or responsible, is or has engaged in any conduct which would violate
applicable economic sanctions or dealt with, made any investments in, made any
funds or assets available to or received any funds or assets from:
(A) any government, entity or individual in respect of which US, UK or
European Union persons, or persons operating in those territories, are
prohibited from engaging in activities or doing business, or from receiving or
making available funds or economic resources, by US, UK or European Union laws
or regulations, including the economic sanctions administered by the United
States Office of Foreign Assets Control or HM Treasury; or
(B) any government, entity or individual targeted by any of the
economic sanctions of the United Nations, the United States, the United
Kingdom, the European Union or any of its member states, save that this shall
not apply if and to the extent that it is or would be unenforceable by reason
of breach of any applicable blocking law; or
(iv) any past or present member, director, officer or employee of the
Wider SmartSpace Group, or any other person for whom any such person may be
liable or responsible:
(A) has engaged in conduct which would violate any relevant
anti-terrorism laws, rules or regulations;
(B) has engaged in conduct which would violate any relevant
anti-boycott law, rule, or regulation or any applicable export controls,
including but not limited to the Export Administration Regulations
administered and enforced by the U.S. Department of Commerce or the
International Traffic in Arms Regulations administered and enforced by the
U.S. Department of State;
(C) has engaged in conduct which would violate any relevant laws, rules,
or regulations concerning human rights, including but not limited to any law,
rule, or regulation concerning false imprisonment, torture or other cruel and
unusual punishment, or child labour; or
(D) is debarred or otherwise rendered ineligible to bid for or to
perform contracts for or with any government, governmental instrumentality, or
international organisation or found to have violated any applicable law, rule
or regulation concerning government contracting or public procurement; or
(v) any member of the Wider SmartSpace Group is or has been engaged in
any transaction which would cause Bidco to be in breach of any law or
regulation upon its acquisition of SmartSpace, including but not limited to
the economic sanctions of the United States Office of Foreign Assets Control,
HM Treasury or any other relevant government authority.
Part B: Certain further terms of the Acquisition
1 Bidco reserves the right in its sole discretion to waive:
(a) the deadlines set out in Condition 2(a)(ii), 2(b)(ii) and
2(c)(ii) for the timing of the Court Meeting, General Meeting and/or the
Scheme Court Hearing. If any such deadline is not met, Bidco will make an
announcement by 8.00 a.m. on the Business Day following such deadline
confirming whether it has invoked or waived the relevant Condition or agreed
with SmartSpace to extend the deadline in relation to the relevant Condition;
and
(b) in whole or in part, all or any of the Conditions set out in
paragraphs 3(a) to 3(h) of Part A of this Appendix I (inclusive).
2 Conditions in paragraphs 1, 2(a)(i), 2(b)(i) and 2(c)(i) of
Part A of this Appendix I may not be waived.
3 Bidco will be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or to treat as fulfilled any
of the Conditions set out in paragraphs 3(a) to 3(h) of Part A of this
Appendix I (inclusive) by a date earlier than the latest date for the
fulfilment or waiver of that Condition specified above, notwithstanding that
the other Conditions may at such earlier date have been waived or fulfilled
and that there are at such earlier date no circumstances indicating that any
of such Conditions may not be capable of fulfilment.
4 Under Rule 13.5(a) of the Code, Bidco may not invoke a
Condition so as to cause the Acquisition not to proceed, to lapse or to be
withdrawn unless the circumstances which give rise to the right to invoke the
Condition are of material significance to Bidco in the context of the
Acquisition. Bidco may only invoke a condition that is subject to Rule 13.5(a)
with the consent of the Panel and any condition that is subject to Rule
13.5(a) may be waived by Bidco. Conditions 1 and 2 of Part A of this
Appendix I are not subject to this provision of the Code.
5 Each of the Conditions is to be regarded as a separate
Condition and shall not be limited by reference to any other Condition.
6 The SmartSpace Shares acquired under the Acquisition will be
acquired fully paid and free from all liens, equities, charges, encumbrances,
options, rights of pre-emption and any other third party rights and interests
of any nature and together with all rights now or hereafter attaching or
accruing to them, including, without limitation, voting rights and the right
to receive and retain in full all dividends and other distributions (if any)
declared, made or paid, or any other return of value (whether by reduction of
share capital or share premium account or otherwise) made on or after the
Announcement Date and before the Effective Date.
7 If, on or after the Announcement Date and prior to or on the
Effective Date, any dividend, distribution or other return of capital is
declared, made, paid or made or becomes payable by SmartSpace with a record
date prior to or on the Effective Date, Bidco reserves the right (without
prejudice to any right of Bidco, with the consent of the Panel, to invoke
Condition 3(e)(ii) of Part A of this Appendix I) to reduce the consideration
payable under the Acquisition to reflect the aggregate amount of such
dividend, distribution or other return of capital. In such circumstances,
SmartSpace Shareholders would be entitled to receive and retain any such
dividend, distribution or other return of capital declared, made or paid.
If and to the extent that any such dividend, distribution or other return of
capital is paid or made on or prior to the Effective Date and Bidco exercises
its rights under this paragraph 7 to reduce the consideration payable under
the Acquisition, any reference in this Announcement to the consideration
payable under the terms of the Acquisition will be deemed to be a reference to
the consideration as so reduced.
If and to the extent that any such dividend, distribution or other return of
capital has been proposed, authorised, declared or announced but not paid or
made or is not payable by reference to a record date on or prior to the
Effective Date or will be (i) transferred pursuant to the Acquisition on a
basis which entitles Bidco to receive the dividend, distribution or other
return of capital and to retain it; or (ii) cancelled, the consideration
payable under the terms of the Acquisition will not be subject to change in
accordance with this paragraph 7.
Any exercise by Bidco of its rights referred to in this paragraph 7 will be
the subject of an announcement and, for the avoidance of doubt, shall not be
regarded as constituting any revision or variation of the Acquisition.
8 Bidco reserves the right to elect (with the consent of the
Panel and subject to the terms of the Co-operation Agreement) to implement the
Acquisition by way of a Takeover Offer for the SmartSpace Shares as an
alternative to the Scheme. In such event, the Takeover Offer will be
implemented on the same terms and conditions, so far as applicable, and
subject to the terms of the Co-operation Agreement, as those which would apply
to the Scheme, subject to appropriate amendments including, an acceptance
condition set at 90 per cent. (or such other percentage as may be agreed
between Bidco and SmartSpace after (to the extent necessary) consultation with
the Panel) of the SmartSpace Shares to which such Takeover Offer relates.
9 If Bidco is required by the Panel to make an offer for
SmartSpace Shares under the provisions of Rule 9 of the Code, Bidco may make
such alterations to any of the Conditions and terms of the Acquisition as are
necessary to comply with the provisions of that Rule.
10 The availability of the Acquisition to persons not resident in
the United Kingdom may be affected by the laws of the relevant jurisdictions.
Persons who are not resident in the United Kingdom should inform themselves
about and observe any applicable requirements.
11 The Acquisition is not being made, directly or indirectly, in,
into or from, or by use of the mails of, or by any means of instrumentality
(including, but not limited to, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce of, or of
any facility of a national, state or other securities exchange of, any
jurisdiction where to do so would violate the laws of that jurisdiction.
12 The Acquisition is governed by the laws of England and Wales and
is subject to the jurisdiction of the English courts and to the Conditions and
further terms set out in this Appendix I. The Acquisition is subject to the
applicable requirements of the Code, the AIM Rules, the Panel, the London
Stock Exchange and the FCA.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
1 The value placed by the Acquisition on the existing issued
share capital of SmartSpace is based on 28,941,234 SmartSpace Shares in issue
on 13 March 2024, being the last Business Day prior to the date of this
Announcement.
2 The value of the Acquisition on a fully diluted basis has been
calculated on the basis of 28,941,234 SmartSpace Shares in issue on 13 March
2024 (being the last Business Day prior to the date of this Announcement) and
an additional 2,561,393 SmartSpace Shares that may be issued pursuant to the
SmartSpace Share Plans. This additional number of SmartSpace Shares has been
calculated on the basis of the number of SmartSpace Shares issued under or
pursuant to the exercise of options and vesting of awards under the SmartSpace
Share Plans being only those that are "in the money" at an exercise price
equal to or below the Offer Price.
3 The Closing Price on 11 December 2023 is taken from the Daily
Official List.
4 Volume-weighted average prices have been derived from
Bloomberg and have been rounded to the nearest two decimal places.
5 Unless otherwise stated, the financial information relating to
SmartSpace is extracted or derived (without material adjustment) from the
audited consolidated financial statements of SmartSpace for the financial year
ended 31 January 2023 and the unaudited interim results of SmartSpace for the
six months ended 31 July 2023.
APPENDIX III
DETAILS OF IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT
Irrevocable Undertakings given by SmartSpace Directors
Name of SmartSpace Director Number of SmartSpace Shares in respect of which undertaking is given Percentage of SmartSpace's issued share capital
Frank Beechinor 221,387 0.76%
Kristian Shaw 89,253 0.31%
Guy van Zwanenberg 40,800 0.14%
Philip Wood 40,000 0.14%
Total 391,440 1.35%
The SmartSpace Directors listed above have given irrevocable undertakings to
vote, or procure that their nominees vote, in favour of the Scheme and the
resolution to be proposed at the General Meeting or, in the event the
Acquisition is effected by way of a Takeover Offer, to accept or procure the
acceptance of the Takeover Offer in accordance with the procedure set out in
the relevant offer document containing such Takeover Offer, in respect of
391,440 SmartSpace Shares (representing approximately 1.35 per cent. of
SmartSpace's existing issued share capital as at 13 March 2024 (being the
latest practicable date prior to the date of this Announcement)).
The irrevocable undertakings given by the SmartSpace Directors listed above
cease to be binding if: (i) the Scheme Document or any offer document
published in connection with the Acquisition (as applicable) is not sent to
SmartSpace Shareholders within the permitted period under the Code or as
otherwise agreed with the Panel; (ii) if the Acquisition is implemented by way
of a Scheme, the Scheme or any resolution to be proposed is not approved by
the requisite majority of the shareholders of the Company at the General
Meeting or the Court Meeting; (iii) where the Acquisition is to be implemented
by way of the Scheme, if the Scheme does not become effective on or before the
Long Stop Date, provided that the reason is not because Bidco has elected to
proceed by way of a Takeover Offer, rather than the Scheme; (iv) if the
Acquisition, whether to be implemented as a Scheme or a Takeover Offer, lapses
or is withdrawn; (v) if Bidco announces that it does not intend to proceed
with the Acquisition; and (iv) if (x) any other scheme of arrangement under
Part 26 or Part 26A of the Companies Act in respect of SmartSpace becomes
effective in accordance with its terms; or (y) any other offer made for the
entire ordinary share capital of SmartSpace becomes or is declared
unconditional.
Subject to the above, the terms of the irrevocable undertakings from each of
the SmartSpace Directors will continue to be binding in the event a higher
competing offer is made for SmartSpace.
Irrevocable Undertakings given by SmartSpace Shareholders
Name of SmartSpace Shareholder Number of SmartSpace Shares in respect of which undertaking is given Percentage of SmartSpace's issued share capital
Herald Investment Management Limited 2,240,780 7.74%
William Currie Investments Limited 1,475,000 5.10%
J O Hambro Capital Management Limited 1,202,500 4.15%
Hadleigh Ford 1,048,838 3.62%
Total: 5,967,118 20.62%
The SmartSpace Shareholders listed above have given irrevocable undertakings
to vote, or procure that their nominees vote, in favour of the Scheme and the
resolutions to be proposed at the General Meeting or, in the event the
Acquisition is effected by way of a Takeover Offer, to accept or procure the
acceptance of the Takeover Offer in accordance with the procedure set out in
the relevant offer document containing such Takeover Offer, in respect of
5,967,118 SmartSpace Shares (representing approximately 20.62 per cent. of
SmartSpace's issued share capital as at 13 March 2024 (being the latest
practicable date prior to the date of this Announcement)).
The irrevocable undertakings given by the SmartSpace Shareholders listed above
permit the relevant SmartSpace Shareholder to accept or vote in favour of a
higher competing offer made prior to the Scheme becoming effective or, if the
Acquisition is to be implemented as a Takeover Offer, prior to such Takeover
Offer becoming wholly unconditional, if any person other than SIS or a person
acting in concert with SIS announces a firm intention to make an offer to
acquire SmartSpace (a "Competing Offer"), provided that, amongst other things,
such Competing Offer is at a price, or is in exchange for such number of
shares (or other securities) that implies a value for each SmartSpace Share,
of at least ten per cent above the Offer Price.
The SmartSpace Shareholder irrevocable undertakings given by the SmartSpace
Shareholders listed above will cease to be binding in the event that the
relevant SmartSpace Shareholder accepts or votes in favour of a Competing
Offer in the permitted circumstances described above.
Otherwise than as detailed above, the irrevocable undertakings given by
SmartSpace Shareholders cease to be binding in the same circumstances as the
irrevocable undertakings given by the Directors of SmartSpace.
Non-binding letters of intent
Name of SmartSpace Shareholder Number of SmartSpace Shares in respect of which undertaking is given Percentage of SmartSpace's issued share capital
Bhavesh Patel 1,973,313 6.82%
Matthew Pope 1,361,234 4.70%
Helium Special Situations Fund Limited 1,235,000 4.27%
J O Hambro Capital Management Limited 1,202,500 4.15%
Edward and Victoria Roskill 743,658 2.57%
Close Asset Management Limited 854,399 2.95%
Total 7,370,104 25.47%
The non-binding letters of intent given by the SmartSpace Shareholders listed
above are non-binding and do not oblige any SmartSpace Shareholder to vote in
any manner in connection with the Acquisition.
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context requires otherwise:
"Acquisition" the recommended cash offer pursuant to which Bidco proposes to acquire the
entire issued and to be issued share capital of SmartSpace;
"AIM Rules" the AIM Rules for Companies as published by the London Stock Exchange;
"AIM" the AIM Market, a market operated by the London Stock Exchange from time to
time;
"Amended SmartSpace Articles" the articles of association of SmartSpace as at the Announcement Date, as
proposed to be amended to incorporate provisions requiring any SmartSpace
Shares issued at or after the Scheme Record Time (other than to Bidco and/or
its nominees) to be automatically transferred to Bidco on the same terms as
the Acquisition (other than to timings and formalities), such proposed
amendments to be set out in full in the notice of the General Meeting;
"Announcement Date" 14 March 2024;
"Announcement" this announcement made in accordance with Rule 2.7 of the Code;
"Authorisations" authorisations, orders, recognitions, grants, consents, clearances,
determinations, confirmations, certificates, licences, permissions, exemptions
or approvals;
"Bidco" Welcome UK Bidco Limited, a newly incorporated private limited company
incorporated under the laws of England and Wales with registered number
15553523, a wholly-owned subsidiary of SIS;
"Board" or "board" the board of directors of the relevant company;
"Business Day" a day (other than Saturdays, Sundays and public holidays in England) on which
banks are open for business in the City of London;
"Canaccord Genuity" Canaccord Genuity Limited;
"Closing Price" the closing middle market price of a SmartSpace Share on a particular trading
day as derived from the AIM Appendix to the Daily Official List;
"Code" the City Code on Takeovers and Mergers;
"Companies Act" the Companies Act 2006, as amended;
"Conditions" the conditions to the implementation of the Acquisition, as set out in
Appendix I to this Announcement and to be set out in the Scheme Document;
"Confidentiality Agreement" the confidentiality agreement entered into between SmartSpace and SIS on 3
January 2024;
"Co-operation Agreement" the co-operation agreement entered into between SmartSpace and Bidco on the
Announcement Date;
"Court Meeting" the meeting of SmartSpace Shareholders to be convened pursuant to an order of
the Court under the Companies Act for the purpose of considering and, if
thought fit, approving the Scheme, including any adjournment thereof;
"Court Order" the order of the Court sanctioning the Scheme;
"Court" the High Court of Justice in England and Wales;
"CREST" the system for the paperless settlement of trades in securities and the
holding of uncertificated securities operated by Euroclear UK and
International Ltd;
"Daily Official List" the Daily Official List published by the London Stock Exchange;
"Dealing Disclosure" has the same meaning as in Rule 8 of the Code;
"Disclosed" the information by, or on behalf, of SmartSpace, (i) in the annual report and
accounts of the SmartSpace Group for the financial year ended 31 January 2023
and the unaudited interim results of the SmartSpace Group for the six month
period ended 31 July 2023; (ii) in any other announcement to a Regulatory
Information Service by, or on behalf of SmartSpace prior to the Announcement
Date; (iii) filings made with the Registrar of Companies and appearing on
SmartSpace's file at Companies House within the two years ending on the
Announcement Date; (iv) as otherwise fairly disclosed by or on behalf of
SmartSpace to SIS and Bidco (or their respective officers, employees, agents
or advisers) in writing or orally in meetings and calls, in each case on or
prior to the date of this Announcement (including all matters fairly disclosed
in the written replies, correspondence, documentation and information provided
in an electronic data room or sent to SIS, Bidco or PSG or any of their
professional advisers during the due diligence process and whether or not in
response to any specific request for information made by SIS, Bidco or PSG or
any of their professional advisers); or (v) in this Announcement;
"Effective Date" the date on which the Scheme becomes effective;
"EMI Scheme" the SmartSpace Plc EMI option scheme;
"Equity Commitment Letter" the equity commitment letter dated 14 March 2024 from the PSG Funds to Bidco
entered into in connection with the Acquisition;
"Excluded Shares" any SmartSpace Shares (i) registered in the name of, or beneficially owned by,
Bidco or any other member of the Wider SIS Group or their respective nominees
or (ii) held in treasury by SmartSpace, in each case at the Scheme Record
Time;
"FCA" the Financial Conduct Authority;
"General Meeting" the general meeting of SmartSpace Shareholders (including any adjournment
thereof) to be convened in connection with the Scheme;
"London Stock Exchange" the London Stock Exchange Plc;
"Long Stop Date" 15 July 2024, or such later date as may be agreed in writing by Bidco and
SmartSpace (either with the Panel's consent if required or at the direction of
the Panel under Note 3 on Section 3 of Appendix 7 to the Code) and as the
Court may approve (if such approval is required);
"LTIP" the SmartSpace Plc long-term incentive plan;
"Meetings" the Court Meeting and the General Meeting and "Meeting" means any of them;
"Offer Period" the offer period (as defined in the Code) relating to SmartSpace, which
commenced on 12 December 2023;
"Offer Price" 90 pence;
"Opening Position Disclosure" has the same meaning as in Rule 8 of the Code;
"Overseas Shareholders" SmartSpace Shareholders (or nominees of, or custodians or trustees for
SmartSpace Shareholders) not resident in, or nationals or citizens of, the
United Kingdom;
"Panel" the Panel on Takeovers and Mergers;
"PSG Funds" means PSG V L.P. and PSG V-A L.P.;
"PSG" PSG Equity L.L.C. and its affiliates;
"Registrar of Companies" the Registrar of Companies in England and Wales;
"relevant securities" means relevant securities (as defined in the Code) of SmartSpace;
"Restricted Jurisdiction" any jurisdiction where local law or regulation may result in a significant
risk of civil, regulatory or criminal exposure if information concerning the
Acquisition is sent or made available to SmartSpace Shareholders in that
jurisdiction;
"Rothschild & Co" N.M. Rothschild & Sons Limited;
"Scheme Court Hearing" the Court hearing at which the Court Order is sought;
"Scheme Document" the document to be sent to SmartSpace Shareholders containing, amongst other
things, the Scheme and the notices convening the Court Meeting and the General
Meeting;
"Scheme Record Time" the time and date specified in the Scheme Document, expected to be 6.00 p.m.
on the Business Days immediately prior to the Effective Date;
"Scheme Shareholders" the holders of Scheme Shares;
"Scheme Shares" all SmartSpace Shares:
(i) in issue at the date of the Scheme Document;
(ii) (if any) issued after the date of the Scheme Document but
before the Scheme Voting Record Time; and
(iii) (if any) issued at or after the Scheme Voting Record Time and
before the Scheme Record Time on terms that the original or any subsequent
holders thereof are bound by the Scheme or in respect of which such holders
are, or shall have agreed in writing to be, so bound,
in each case remaining in issue at the Scheme Record Time and excluding the
Excluded Shares;
"Scheme Voting Record Time" the date and time to be specified in the Scheme Document by which entitlement
to vote at the Court Meeting will be determined;
"Scheme" the scheme of arrangement proposed to be made under Part 26 of the Companies
Act between SmartSpace and the Scheme Shareholders to implement the
Acquisition, with or subject to any modification, addition or condition
approved or imposed by the Court and agreed to by SmartSpace and Bidco;
"Share Registrars" Share Registrars Limited;
"Significant Interest" in relation to an undertaking, a direct or indirect interest of 20 per cent.
or more of the total voting rights conferred by the equity share capital (as
defined in section 548 of the Companies Act) of such undertaking;
"SIS Group" SIS and its subsidiary undertakings and, where the context permits, each of
them;
"SIS" Sign In Solutions Inc., a company registered in Delaware whose registered
office is at 1209 Orange Street, Wilmington, County of New Castle, Delaware
19801, United States of America;
"SmartSpace Directors" the directors of SmartSpace;
"SmartSpace Group" SmartSpace and its subsidiary undertakings and, where the context permits,
each of them;
"SmartSpace Share Plans" collectively, the LTIP and the EMI Scheme;
"SmartSpace Shareholders" or "Shareholders" the holders of SmartSpace Shares;
"SmartSpace Shares" the existing unconditionally allotted or issued and fully paid ordinary shares
of 10 pence each in the capital of SmartSpace and any further such ordinary
shares which are unconditionally allotted or issued before the Scheme becomes
effective;
"SmartSpace" or "Company" SmartSpace Software Plc, a public limited company incorporated under the laws
of England and Wales with registered number 05332126;
"Takeover Offer" a takeover offer (as defined in section 974 of the Companies Act) implemented
under Part 28 of the Companies Act;
"Third Party" each of a central bank, government or governmental, quasi‑governmental,
supranational, statutory, regulatory, administrative, fiscal, anti-trust or
investigative body, court, trade agency, association, institution,
environmental body, employee representative body or any other body or person
whatsoever in any jurisdiction;
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US" the United States of America, its territories and possessions, any state of
the United States of America, the District of Columbia and all other areas
subject to its jurisdiction and any political sub-division thereof;
"US Exchange Act" US Securities Exchange Act of 1934, as amended;
"Wider SIS Group" Bidco, SIS, PSG, funds advised by PSG and their respective subsidiary
undertakings and associated undertakings and any other body corporate,
partnership, joint venture or person in which PSG and/or such undertakings
(aggregating their interests) have a Significant Interest and member of the
Wider SIS Group shall be construed accordingly; and
"Wider SmartSpace Group" SmartSpace and its subsidiary undertakings, associated undertakings and any
other body corporate, partnership, joint venture or person in which SmartSpace
and/or such undertakings (aggregating their interests) have a Significant
Interest.
For the purposes of this Announcement, "subsidiary", "subsidiary undertaking"
and "undertaking" have the respective meanings given thereto by the Companies
Act and "associated undertaking" has the meaning given by paragraph 19 of
Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and
Reports) Regulations 2008, other than paragraph 19(1)(b) of Schedule 6 to
those regulations which shall be excluded for this purpose.
All references to "pounds", "pounds Sterling", "Sterling", "GBP", "£",
"pence", "penny" and "p" are to the lawful currency of the United Kingdom.
All the times referred to in this Announcement are London times unless
otherwise stated. References to the singular include the plural and vice
versa.
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