REG - Smartspace Software - Response to Possible Offer Announcement

Smartspace SoftwareAnnouncement

13/12/2023 07:15

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RNS Number : 5613W  Smartspace Software PLC  13 December 2023

FOR IMMEDIATE RELEASE

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

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

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

13 December 2023

 

SmartSpace Software Plc

("SmartSpace" or the "Company")

RESPONSE TO POSSIBLE OFFER ANNOUNCEMENT

SmartSpace Software Plc, (AIM:SMRT) the leading provider of 'Integrated Space
Management Software' for smart buildings and commercial spaces,  notes the
announcement released yesterday by Skedda Holdings, Inc. ("Skedda") in
accordance with Rule 2.4 of the City Code on Takeovers and Mergers (the
"Code") and confirms that, having rejected a prior approach at a lower price,
it has received an additional unsolicited conditional proposal regarding a
possible cash offer by Skedda for the entire issued and to be issued share
capital of SmartSpace at a price of 82 pence per ordinary share (the "Possible
Offer").

The Board of SmartSpace is considering Skedda's proposal with its advisers and
the Company is continuing to consult with its major shareholders.

A further announcement will be made if and when appropriate. Shareholders are
urged to take no action at this time.

There can be no certainty either that an offer will be made.

In accordance with Rule 2.6(a) of the Code, Skedda must, by no later than 5.00
p.m. (London time) on 9 January 2024, either announce a firm intention to make
an offer for SmartSpace in accordance with Rule 2.7 of the Code, or announce
that it does not intend to make an offer, in which case the announcement will
be treated as a statement to which Rule 2.8 of the Code applies. The deadline
can be extended with the consent of the Takeover Panel in accordance with Rule
2.6(c) of the Code.

As a consequence of Skedda's announcement yesterday, an "Offer Period"
commenced in respect of the Company in accordance with the rules of the Code.
The attention of shareholders is drawn to the disclosure requirements of Rule
8 of the Code, which are summarised below.

This announcement has been made by SmartSpace without the agreement or
approval of Skedda.

ENDS

Enquiries

 SmartSpace Software Plc                                                                                   via Lisa Baderoon

 Frank Beechinor (CEO)                                                                                     - Head of Investor Relations

 Kris Shaw (CFO)

 Lisa Baderoon (Head of Investor Relations)

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

 Canaccord Genuity (NOMAD &                                                                                +44 (0) 20 7523 8000
 Broker)

 Adam James, Harry Rees

About SmartSpace Software Plc

 

SmartSpace Software plc is a fast-growing SaaS-based technology business,
designing and building smart software solutions. The Company's software
solutions help transform employee engagement with modules which include
visitor management, desk management, meeting room management and analytics.

The operating brands of the Group comprise:

·    Space Connect - SaaS meeting room and desk booking
(www.spaceconnect.co (http://www.spaceconnect.co/) )

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

 

For more information go to: www.smartspaceplc.com
(http://www.smartspaceplc.com/) .

Canaccord Genuity Limited, which is authorised and regulated in the United
Kingdom by the FCA, is acting as financial adviser and corporate broker
exclusively for SmartSpace and for no one else in connection with the Possible
Offer and will not regard any other person as its client in relation to the
matters referred to in this announcement and will not be responsible to anyone
other than SmartSpace for providing the protections afforded to clients of
Canaccord Genuity Limited, nor for providing advice in relation to the
Possible Offer or any other matter referred to in this announcement.

The person responsible for arranging the release of this announcement on
behalf of SmartSpace is Kris Shaw.

LEI: 213800IQXZ3XYCMH6U90

Publication of this announcement

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available (subject to certain restrictions relating to persons resident in
restricted jurisdictions) on the Company's website at www.smartspaceplc.com
(http://www.smartspaceplc.com/) by no later than 12 noon (London time) on 14
December 2023. The content of the website referred to in this announcement is
not incorporated into and does not form part of this announcement.

Notice to overseas investors

This announcement does not constitute an offer to purchase any securities, or
an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any offer to purchase or sell securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful.  The release,
distribution or publication of this announcement in jurisdictions other than
the UK may be restricted by law and therefore any persons who are subject to
the laws of any jurisdiction other than the UK should inform themselves about
and observe any applicable requirements.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure (as defined in the Code) following
the commencement of the offer period and, if later, following the announcement
in which any securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests and short
positions in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th business day following
the commencement of the offer period and, if appropriate, by no later than
3.30 pm (London time) on the 10th business day following the announcement in
which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure (as defined in the Code).

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and Bidder companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any Bidder was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

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 10p each in
issue and admitted to trading on AIM, the market operated by the London Stock
Exchange. SmartSpace holds no ordinary shares in treasury. The total number of
voting rights in SpartSpace is currently 28,941,234. The International
Securities Identification Number for SmartSpace ordinary shares is
GB00BYWN0F98.

The information contained within this announcement is deemed to constitute
inside information as stipulated under the Market Abuse (Amendment) (EU Exit)
Regulations 2019. Upon the publication of this announcement, this inside
information is now considered to be in the public domain.

 

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