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
ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY
THAT ANY OFFER WILL BE MADE.
THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
19 February
2024
SmartSpace Software
Plc
("SmartSpace" or the
"Company")
Extension of deadline under Rule 2.6(c)
of the Code
On 22 January 2024, the Company confirmed it
had received a conditional proposal regarding a possible cash offer
by Sign In Solutions Inc., a company majority owned, and
controlled, by funds managed or advised by PSG Equity L.L.C.
("SIS") for the entire
issued and to be issued share capital of SmartSpace at a price of
90 pence per SmartSpace ordinary share (the "Possible Offer").
The Company today announces that the directors
of SmartSpace have requested, and the Panel on Takeovers and
Mergers (the "Panel") has
consented to, an extension to the deadline by which SIS is required
either to announce a firm intention to make an offer for SmartSpace
in accordance with Rule 2.7 of the Code or to announce that it does
not intend to make an offer, until 5.00 p.m. (London time) on 18
March 2024 (the "Revised PUSU
Deadline") to provide SIS sufficient time to complete its
due diligence workstreams.
Although discussions between SmartSpace and SIS
are ongoing, this announcement does not amount to a firm intention
to make an offer under Rule 2.7 of the Code. This Revised PUSU
Deadline may be extended with the consent of the Panel, at
SmartSpace's request, in accordance with Rule 2.6(c) of the
Code.
There can be no certainty either that an offer
will be made nor as to the terms of any offer, if made.
This announcement has been made by SmartSpace
with the consent SIS. A further announcement will be
made when appropriate.
As noted in the Company's announcement of 22
January 2024 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 of directors of SmartSpace; (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.
The Company remains in an 'offer period' in
accordance with the rules of the Code and the attention of
SmartSpace shareholders is drawn to the continuing disclosure
requirements of Rule 8 of the Code, which are summarised
below.
Enquiries:
SmartSpace Software Plc
Frank Beechinor (CEO)
Kris Shaw (CFO)
Lisa Baderoon (Head of Investor Relations)
LBaderoon@smartspaceplc.com
|
via Lisa Baderoon
- Head of Investor
Relations
+44(0) 7721 413 496
|
Canaccord Genuity (Financial Adviser, Nominated Adviser
and Broker)
Adam James, Harry Rees
|
+44 (0) 20 7523 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 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 20
February 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 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.
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.