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
Frank Beechinor
(CEO)
Kris Shaw
(CFO)
|
via Lisa
Baderoon
- Head of Investor
Relations
|
Lisa Baderoon (Head of Investor
Relations)
LBaderoon@smartspaceplc.com
|
+44 (0) 7721 413
496
|
Canaccord Genuity
Limited (Financial adviser,
Nominated Adviser and Broker to SmartSpace)
|
+44 (0) 20 7523
8000
|
Adam James
Harry Rees
|
|
|
|
Rothschild &
Co
(Financial adviser to SIS and Bidco)
|
+44 (0) 20 7280
5000
|
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)
·
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
Frank Beechinor
(CEO)
Kris Shaw
(CFO)
|
via Lisa
Baderoon
- Head of Investor
Relations
|
Lisa Baderoon (Head of Investor
Relations)
LBaderoon@smartspaceplc.com
|
+44 (0) 7721 413
496
|
Canaccord Genuity
Limited (Financial adviser,
Nominated Adviser and Broker to SmartSpace)
|
+44 (0) 20 7523
8000
|
Adam James
Harry Rees
|
|
|
|
Rothschild &
Co
(Financial adviser to SIS and Bidco)
|
+44 (0) 20 7280
5000
|
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.