REG - Smartspace Software - Scheme Effective

Smartspace SoftwareAnnouncement

01/05/2024 10:45

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RNS Number : 8206M  Smartspace Software PLC  01 May 2024

 

FOR IMMEDIATE RELEASE

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

1 May 2024

 

SmartSpace Software Plc

("SmartSpace" or the "Company")

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

 

Introduction

On 14 March 2024, the boards of SmartSpace and Welcome UK Bidco Limited
("Bidco"), a wholly-owned subsidiary of Sign In Solutions Inc., announced that
they had reached agreement on the terms and conditions of a recommended cash
acquisition to be made by Bidco, proposed to be implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006
(the "Scheme") between SmartSpace and its shareholders (or, if Bidco so
elects, with the consent of the Panel, a Takeover Offer). A scheme document in
relation to the Scheme (the "Scheme Document") was published by SmartSpace on
27 March 2024.

The Boards of SmartSpace and Bidco are pleased to announce that, further to
the announcement on 26 April 2024 that the High Court of Justice in England
and Wales had sanctioned the Scheme at the Scheme Court Hearing held on that
date, the Scheme Court Order has been delivered to the Registrar of Companies
today; and accordingly, the Scheme has now become effective in accordance with
its terms and the entire issued share capital of SmartSpace is now owned by
Bidco.

Suspension of trading and cancellation of admission to trading of SmartSpace
Shares

As previously disclosed, admission to trading in SmartSpace Shares on AIM was
suspended with effect from 7.30 a.m. today and the cancellation of admission
to trading of SmartSpace Shares on AIM is expected to take place by 7.00 a.m.
on 2 May 2024.

As a result of the Scheme having become effective, share certificates in
respect of SmartSpace Shares have ceased to be valid documents of title and
entitlements to SmartSpace Shares held in uncertificated form in CREST are
being cancelled.

Settlement of cash consideration

Scheme Shareholders on the register of members of the Company at the Scheme
Record Time, being 6.00 p.m. (London time) on 30 April 2024, will be entitled
to receive 90 pence in cash for each Scheme Share held at the Scheme Record
Time. The latest date for the dispatch of cheques to SmartSpace Shareholders
and settlement through CREST for cash consideration due under the Scheme is 15
May 2024.

Resignation of directors

 Additionally, as set out in the Scheme Document, as the Scheme has now
become Effective, each of the executive and non-executive directors of
SmartSpace have resigned as directors of SmartSpace with effect from 7.00 a.m.
on 2 May 2024.

Dealing disclosures

SmartSpace is no longer in an "offer period" as defined in the Takeover Code
and accordingly the dealing disclosure requirements previously notified to
SmartSpace Shareholders no longer apply.

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

ENDS

Enquiries

 SmartSpace Software Plc                                              via Lisa Baderoon

 Frank Beechinor (CEO)                                                - Head of Investor Relations

 Kris Shaw (CFO)

 Lisa Baderoon (Head of Investor Relations)

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

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

 Adam James, Harry Rees

About SmartSpace Software Plc

 

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

The operating brands of the Company group comprise:

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

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

 

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

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

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

LEI: 213800IQXZ3XYCMH6U90

Publication of this announcement

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available (subject to certain restrictions relating to persons resident in
restricted jurisdictions) on the Company's website at www.smartspaceplc.com
(http://www.smartspaceplc.com/) by no later than 12 noon (London time) on 2
May 2024. The content of the website referred to in this announcement is not
incorporated into and does not form part of this announcement.

Notice to overseas investors

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

Inside information

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

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, SmartSpace Shareholders,
persons with information rights and participants in SmartSpace Share Plans may
request a hard copy of this announcement by contacting SmartSpace's
Registrars, Share Registrars, either in writing to of 3 The Millennium Centre,
Crosby Way, Farnham, Surrey GU9 7XX or by calling the Shareholder Helpline on
+44 (0)1252 821390. Calls outside the UK will be charged at the applicable
international rate. Lines are open between 8.30 am and 5.00 pm Monday to
Friday excluding public holidays in England and Wales. For persons who receive
a copy of this announcement in electronic form or via a website notification,
a hard copy of this announcement will not be sent unless so requested. Such
persons may also request that all future documents, announcements and
information to be sent to you in relation to the Acquisition should be in hard
copy form.

Electronic Communications

Please be aware that addresses, electronic addresses and certain other
information provided by SmartSpace Shareholders, persons with information
rights and other relevant persons for the receipt of communications from
SmartSpace may be provided to Bidco during the offer period as required under
Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c).

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of figures that precede them.

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