TIDMSMRT
RNS Number : 3755A
Smartspace Software PLC
22 January 2024
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF
THE CODE. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE
EVEN IF THE PRE-CONDITIONS ARE SATISFIED OR WAIVED.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
22 January 2024
SmartSpace Software Plc
("SmartSpace" or the "Company")
Statement regarding possible offer from Sign In Solutions
Inc.
SmartSpace Software Plc (AIM:SMRT), a leading provider of
'Integrated Space Management Software' for smart buildings and
commercial spaces, today announces that it has received a
non-binding indicative proposal regarding a possible cash offer by
Sign In Solutions Inc. ("SIS"), a company majority owned, and
controlled, by funds managed or advised by PSG Equity L.L.C., for
the entire issued and to be issued share capital of SmartSpace at a
price of 90 pence per ordinary share (the "Possible Offer").
The board of SmartSpace (the "Board") has confirmed to SIS that
the Possible Offer is at a price level that it is minded
unanimously to recommend that shareholders accept, subject to the
agreement of customary terms and conditions and should a firm
intention to make an offer pursuant to Rule 2.7 of the Code be
announced and on such terms.
The Possible Offer is subject to the satisfaction or waiver of a
number of customary pre-conditions, including satisfactory
completion of due diligence.
Discussions between the parties are advancing but there can be
no certainty that an offer will be made, even if the pre-conditions
are satisfied or waived. Further announcements will be made as and
when appropriate.
Code Notes
SIS reserves the right to vary the form and/or mix of the offer
consideration and/or introduce other forms of consideration. SIS
also reserves the right to make an offer on less favourable terms
than the Possible Offer:
(a) with the agreement or consent of the Board;
(b) if a third party announces a possible offer or firm
intention to make an offer for SmartSpace which, at that date, is
at a value less than the value of the Possible Offer; or
(c) if SmartSpace announces a Rule 9 waiver pursuant to the Code
or a reverse takeover (as defined in the Code).
SIS reserves the right to adjust the terms of the Possible Offer
to take account of the value of any dividend or any other
distribution or return of value to shareholders which is paid or
becomes payable by SmartSpace to its shareholders following the
date of this announcement.
This announcement has been made by SmartSpace with the consent
of SIS. SIS reserves the right to waive any of the pre-conditions
referred to above.
In accordance with Rule 2.6(a) of the Code, SIS must, by no
later than 5.00 p.m. (London time) on 19 February 2024, either
announce a firm intention to make an offer for SmartSpace in
accordance with Rule 2.7 of the Code, or announce that it does not
intend to make an offer, in which case the announcement will be
treated as a statement to which Rule 2.8 of the Code applies. The
deadline can be extended with the consent of the Takeover Panel in
accordance with Rule 2.6(c) of the Code.
S
Enquiries
SmartSpace Software Plc via Lisa Baderoon
Frank Beechinor (CEO) - Head of Investor
Kris Shaw (CFO) Relations
Lisa Baderoon (Head of Investor Relations)
LBaderoon@smartspaceplc.com
+44(0) 7721 413
496
Canaccord Genuity (Financial Adviser, Nominated
Adviser and Broker) +44 (0) 20 7523
Adam James, Harry Rees 8000
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 )
-- SwipedOn - SaaS visitor management, desk booking ( www.SwipedOn.com )
For more information go to: 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 by no later than 12 noon
(London time) on 23 January 2024. The content of the website
referred to in this announcement is not incorporated into and does
not form part of this announcement.
Notice to overseas investors
This announcement does not constitute an offer to purchase any
securities, or an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any offer to purchase or
sell securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The release, distribution
or publication of this announcement in jurisdictions other than the
UK may be restricted by law and therefore any persons who are
subject to the laws of any jurisdiction other than the UK should
inform themselves about and observe any applicable
requirements.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure (as defined in the Code) following the
commencement of the offer period and, if later, following the
announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of
the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 p.m. (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
business day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure (as
defined in the Code).
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 p.m. (London time) on the
business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and Bidder companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any Bidder was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Rule 2.4 information
In accordance with Rule 2.4(c)(iii) of the Code, SIS confirms
that it is not aware of any dealings in SmartSpace shares that
would require it to offer a minimum level, or a particular form, of
consideration under Rule 6 or Rule 11 of the Code. However, it has
not been practicable for SIS to make enquiries of all persons
acting in concert with it prior to the date of this announcement in
order to confirm whether any details are required to be disclosed
under Rule 2.4(c)(iii) of the Code. To the extent that any such
details are identified following such enquiries, SIS shall make an
announcement disclosing such details as soon as practicable, and in
any event by no later than the time it is required to make its
Opening Position Disclosure under Rule 8.1 of the Code.
Further information
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
(Amendment) (EU Exit) Regulations 2019. Upon the publication of
this announcement, this inside information is now considered to be
in the public domain.
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