TIDMSMS
RNS Number : 0387X
Smart Metering Systems PLC
18 December 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
Smart Metering Systems plc ("SMS" or the "Company")
Publication of Scheme Document
On 7 December 2023, the boards of directors of SMS and Sienna
Bidco Limited ("Bidco"), a newly formed company wholly-owned by
funds advised by Kohlberg Kravis Roberts & Co. L.P. and its
affiliates, announced that they had reached agreement on the terms
and conditions of a recommended cash acquisition by Bidco of the
entire issued, and to be issued, ordinary share capital of SMS (the
"Acquisition"). It is intended that the Acquisition will be
effected by means of a Court-sanctioned scheme of arrangement (the
" Scheme ") under Part 26 of the Companies Act 2006 (the " Act
").
Publication of the Scheme Document
SMS announces that a circular in relation to the Scheme (the "
Scheme Document ") has been published today, setting out (among
other things) a letter from the Chairman of SMS, an explanatory
statement pursuant to section 897 of the Act, the full terms and
conditions of the Scheme, an expected timetable of principal
events, notices of the Court Meeting and the General Meeting and
details of the actions to be taken by SMS Shareholders. The Scheme
Document is available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, at SMS's website at
https://www.sms-plc.com/ .
Hard copies of the Scheme Document and Forms of Proxy for the
Court Meeting and the General Meeting will be sent to SMS
Shareholders.
Capitalised terms used in this announcement shall, unless
otherwise defined, have the same meanings as set out in the Scheme
Document. Unless otherwise stated, all times referred to in this
announcement are to London times.
Action required
As further detailed in the Scheme Document, in order to become
Effective, the Scheme will require, among other things, that the
requisite majority of: (i) eligible Scheme Shareholders vote in
favour of the Scheme at the Court Meeting; and (ii) eligible SMS
Shareholders vote in favour of the Special Resolution at the
General Meeting. The Scheme must also be sanctioned by the Court.
The Scheme is also subject to the satisfaction or waiver of the
other Conditions and further terms, as described more fully in the
Scheme Document.
Notices of the Court Meeting and the General Meeting of SMS,
both of which will be held at the offices of Hogan Lovells
International LLP, Atlantic House, 50 Holborn Viaduct, London EC1A
2FG on 9 January 2024 are set out in the Scheme Document. The Court
Meeting will start at 9:30 a.m. on that date and the General
Meeting at 9:45 a.m. or as soon thereafter as the Court Meeting
concludes or is adjourned.
It is important that, for the Court Meeting in particular, as
many votes as possible are cast so that the Court may be satisfied
that there is a fair representation of opinion of Scheme
Shareholders. Scheme Shareholders and SMS Shareholders are strongly
encouraged to submit proxy appointments and instructions for the
Court Meeting and the General Meeting as soon as possible, using
any of the methods set out in the Scheme Document, to ensure their
vote is recorded.
Recommendation
The SMS Directors, who have been so advised by RBC and Investec
as to the financial terms of the Acquisition, consider the terms of
the Acquisition to be fair and reasonable. In providing their
advice to the SMS Directors, RBC and Investec have taken into
account the commercial assessments of the SMS Directors. Investec
is providing independent financial advice to the SMS Directors for
the purposes of Rule 3 of the Takeover Code.
The SMS Directors consider that the terms of the Acquisition
(including the Scheme) are in the best interests of SMS
Shareholders as a whole. Accordingly, the SMS Directors unanimously
recommend that the Scheme Shareholders vote in favour of the Scheme
at the Court Meeting and SMS Shareholders vote in favour of the
Special Resolution to be proposed at the General Meeting, as the
SMS Directors who hold interests in SMS Shares have irrevocably
undertaken to do in respect of their own legal and/or beneficial
holdings over which they have control.
SMS Shareholders should carefully read the Scheme Document in
its entirety before making a decision with respect to the
Scheme.
Cancellation of admission to trading of SMS Shares on AIM
If the Scheme is approved by the Scheme Shareholders, the
Special Resolution is approved by the SMS Shareholders, the Court
sanctions the Scheme, all other Conditions to the Acquisition are
satisfied or (if capable of waiver) waived and the Scheme becomes
Effective in accordance with its terms, then, under the anticipated
timetable, it is expected that dealings in SMS Shares will be
suspended at 7:30 a.m. on the second Business Day (9 February 2024)
following the Scheme Sanction Hearing (7 February 2024), the Scheme
will become Effective on the same day (9 February 2024) and the
cancellation of the admission to trading of SMS Shares on the AIM
sub-market of the London Stock Exchange will take effect by 7:30
a.m. on the following Business Day (12 February 2024).
Timetable
The Scheme Document contains an expected timetable of principal
events in relation to the Scheme, which is also set out in the
Appendix to this announcement. The Scheme remains conditional on
the approval of the requisite majority of eligible Scheme
Shareholders at the Court Meeting, the requisite majority of
eligible SMS Shareholders at the General Meeting and the
satisfaction or waiver of the other Conditions set out in the
Scheme Document, including the sanction of the Court. The Scheme is
expected to become Effective during the first quarter of 2024, and
any update to the expected timetable will be announced through a
Regulatory Information Service, with such announcement being made
available on SMS's website at https://www.sms-plc.com/ .
Questions
If SMS Shareholders have any questions about this announcement,
the Scheme Document, the Court Meeting or the General Meeting, or
you are in any doubt as to how to submit your proxies
electronically or how to complete the Forms of Proxy, please
contact the Shareholder Helpline operated by Computershare, SMS's
Registrar, on +44 (0)370 707 4087. Please use the country code if
calling from outside the UK. Lines are open between 8:30 a.m. and
5:30 p.m. Monday to Friday (except public holidays in England and
Wales). Calls from outside the UK will be charged at the applicable
international rate. Different charges may apply to calls from
mobile telephones. Please note that calls may be monitored or
recorded and Computershare cannot provide advice on the merits of
the Acquisition or the Scheme or give any financial, legal or tax
advice.
Enquiries:
Morgan Stanley (Joint Financial Adviser
to KKR)
Shirav Patel / Francesco Puletti / Andrew
Foster / George Chalaris / Nagib Ahmad +44 (0) 20 7425 8000
Macquarie Capital (Joint Financial
Adviser to KKR)
Adam Hain / Ashish Mehta +44 (0) 20 3037 2000
FGS Global (PR Adviser to KKR) KKR-LON@fgsglobal.com
Faeth Birch / Alastair Elwen / Sophia +44 (0) 20 725 13801
Johnston
Smart Metering Systems plc
Miriam Greenwood, Chairman / Tim Mortlock,
Chief Executive Officer / Gail Blain,
Chief Financial Officer / Dilip Kejriwal,
Head of Investor Relations +44 (0) 141 249 3850
RBC Capital Markets (Joint Financial
Adviser and Joint Broker to SMS)
Mark Preston / Evgeni Jordanov / Matthew
Coakes / Sam Jackson +44 (0) 20 7653 4000
Investec Bank plc (Joint Financial
Adviser and Joint Broker to SMS)
Henry Reast / James Rudd / Shalin Bhamra +44 (0) 20 7597 5970
Cavendish Securities plc (Nomad and
Joint Broker to SMS)
Neil McDonald / Peter Lynch / Adam Rae +44 (0) 131 220 6939
Instinctif Partners (Public Relations sms@instinctif.com
Adviser to SMS) +44 (0) 7949 939 237
Tim Linacre / Guy Scarborough +44 (0) 7917 178 920
Simpson Thacher & Bartlett LLP is acting as legal adviser to
KKR and Bidco.
Hogan Lovells International LLP is acting as legal adviser to
SMS. Burness Paull LLP are providing legal advice to SMS as to
Scottish law.
APPIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable is based on SMS's and Bidco's
current expected dates for the implementation of the Scheme and is
subject to change. If any of the dates and/or times in this
expected timetable changes, the revised dates and/or times will be
notified to SMS Shareholders by announcement through the Regulatory
Information Service of the London Stock Exchange, with such
announcement being made available on SMS's website at
https://www.sms-plc.com/ . Unless otherwise stated, all times
referred to in the timetable set out below are London times.
Event Time and/or date ((1) )
Publication of the Scheme Document 15 December 2023
Latest time for lodging Forms of
Proxy for the:
Court Meeting (BLUE form) 9:30 a.m. on 5 January 2024
((2) )
General Meeting (WHITE form) 9:45 a.m. on 5 January 2024
((3) )
Voting Record Time 6:00 p.m. on 5 January 2024
((4) )
Court Meeting 9:30 a.m. on 9 January 2024
General Meeting 9:45 a.m. on 9 January 2024
((5) )
Expected date of the Sanction Hearing 7 February 2024
Last day for dealings in, and for 8 February 2024
the registration of transfer of,
SMS Shares
Scheme Record Time 6:00 p.m. on 8 February
2024
Disablement of CREST in respect of 6:00 p.m. on 8 February
SMS Shares 2024
Suspension of dealings in SMS Shares by 7:30 a.m. on 9 February
2024
Effective Date of the Scheme 9 February 2024((6) )
Cancellation of admission to trading by 7:30 a.m. on 12 February
of SMS Shares on AIM 2024
Latest date for despatch of cheques, within 14 days of the Effective
payment by direct bank credit and Date
crediting of CREST accounts for cash
consideration due under the Scheme
Long Stop Date 31 May 2024 ((7) )
(1) These dates are indicative only and will depend, among
other things, on the date upon which: (i) the Conditions are
satisfied or (if capable of waiver) waived; (ii) the Court
sanctions the Scheme; and (iii) the Court Order is delivered
to the Registrar of Companies. SMS will give adequate notice
of all of these dates and times, when known, by issuing an
announcement through a Regulatory Information Service, with
such announcement being made available on SMS's website at
www.sms-plc.com. Further updates and changes to these times
will be notified in the same way. Participants in the SMS Share
Plans will be contacted separately regarding the effect of
the Acquisition on their rights under these schemes and, where
applicable, provided with further details concerning the proposals
being made to them in accordance with Rule 15 of the Takeover
Code, and dates and times relevant to them.
(2) It is requested that the BLUE Forms of Proxy for the Court
Meeting be received no later than 48 hours (excluding any part
of such 48-hour period falling on a non-working day) prior
to the time appointed for the Court Meeting or, if the Court
Meeting is adjourned or rescheduled (if postponed), the time
fixed for any adjourned or rescheduled Court Meeting (if postponed).
If the BLUE Form of Proxy in respect of the Court Meeting is
not received by the relevant time, it may also be handed to
the Chairman at the Court Meeting, at any time prior to the
commencement of the Court Meeting (or any adjournment or postponement
thereof).
(3) In order to be valid, the WHITE Forms of Proxy for the
General Meeting must be received by no later than 48 hours
(excluding any part of such 48-hour period falling on a non-working
day) prior to the time appointed for the General Meeting or,
if the General Meeting is adjourned or rescheduled (if postponed),
the time fixed for any adjourned or rescheduled General Meeting
(if postponed).
(4) If either the Court Meeting or the General Meeting is adjourned
or rescheduled (if postponed), the Voting Record Time for the
relevant adjourned or rescheduled Meeting (if postponed) will
be 6:00 p.m. on the day which is 48 hours (excluding any part
of a day which is not a Business Day) prior to the date of
the adjourned or reschedule Meeting (if postponed).
(5) To commence at 9:45 a.m. or as soon thereafter as the Court
Meeting concludes or is adjourned.
(6) Following sanction of the Scheme by the Court, the Scheme
will become Effective in accordance with its terms upon a copy
of the Court Order being delivered to the Registrar of Companies.
This is presently expected to occur within two Business Days
after the date of the Sanction Hearing, subject to satisfaction
or (if capable of waiver) waiver of the Conditions.
(7) This is the latest date by which the Scheme may become
effective. However, the Long Stop Date may be extended to such
later date as may be agreed between Bidco and SMS, with the
approval of the Court and the Panel if required.
IMPORTANT NOTICES
This announcement is for information purposes only and is not
intended to, and does not, constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities of SMS in any
jurisdiction in contravention of applicable law. The Acquisition
will be implemented solely pursuant to the terms of the Scheme
Document (or, if the Acquisition is implemented by way of an Offer,
the offer document), which will contain the full terms and
conditions of the Acquisition, including details of how to vote in
respect of the Acquisition. Any vote in respect of the Scheme or
other response in relation to the Acquisition should be made only
on the basis of the information contained in the Scheme Document
(or, if the Acquisition is implemented by way of an Offer, the
offer document).
This announcement does not constitute a prospectus, prospectus
equivalent document or exempted document.
The Acquisition will be subject to English and Scots law, the
jurisdiction of the Court, and the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange, the Financial
Conduct Authority ("FCA"), the AIM Rules and the Registrar of
Companies.
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.
Notices related to financial advisers
RBC Europe Limited (trading as RBC Capital Markets), which is
authorised by the Prudential Regulatory Authority ("PRA") and
regulated by the FCA and the PRA in the United Kingdom, is acting
for SMS and no one else in connection with the matters referred to
in this announcement and will not be responsible to anyone other
than SMS for providing the protections afforded to clients of RBC
Capital Markets, or for providing advice in connection with this
announcement or any matter referred to herein.
Investec, which is authorised by the PRA and regulated by the
FCA and PRA in the United Kingdom, is acting exclusively as
financial adviser to SMS and for no one else in connection with the
matters referred to in this announcement and will not be
responsible to any person other than SMS for providing the
protections afforded to clients of Investec, nor for providing
advice in relation to the Scheme Document, the content of this
announcement and/or the Scheme Document or any matter referred to
in this announcement and/or the Scheme Document. Neither Investec
nor any of its subsidiaries, branches or 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 Investec in connection with
this announcement, any statement contained herein or otherwise.
Cavendish, which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for SMS and no one else
in connection with the subject matter of this announcement and will
not be responsible to anyone other than SMS for providing the
protections afforded to clients of Cavendish or for providing
advice in relation to the subject matter of this announcement
and/or the Scheme Document, the contents of this announcement
and/or the Scheme Document and any other matters referred to in
this announcement and/or the Scheme Document.
Morgan Stanley & Co. International plc ("Morgan Stanley"),
which is authorised by the PRA and regulated by the FCA and the PRA
in the UK is acting as financial adviser exclusively for KKR and no
one else in connection with the matters set out in this
announcement. In connection with such matters, Morgan Stanley, its
affiliates and their respective directors, officers, employees and
agents will not regard any other person as their client, nor will
they be responsible to any other person for providing the
protections afforded to their clients or for providing advice in
connection with the contents of this announcement or any other
matter referred to in this announcement.
Macquarie Capital (Europe) Limited ("Macquarie Capital"), which
is regulated by the FCA in the UK is acting as financial adviser
exclusively for KKR and no one else in connection with the matters
set out in this announcement. In connection with such matters,
Macquarie Capital, its affiliates and their respective directors,
officers, employees and agents will not regard any other person as
their client, nor will they be responsible to any other person for
providing the protections afforded to their clients or for
providing advice in connection with the contents of this
announcement or any other matter referred to in this announcement.
Macquarie Capital (Europe) Limited is not an authorised
deposit-taking institution for the purposes of the Banking Act 1959
(Commonwealth of Australia), and its obligations do not represent
deposits or other liabilities of Macquarie Bank Limited ABN 46 008
583 542. Any investments are subject to investment risk including
possible delays in repayment and loss of income and principal
invested. Macquarie Bank Limited does not guarantee or otherwise
provide assurance in respect of the obligations of Macquarie
Capital (Europe) Limited.
Overseas shareholders
The release, publication or distribution of this announcement
and any accompanying documents (in whole or in part) in or into
jurisdictions other than the UK may be restricted by law and
therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves of, and
observe, any applicable legal or regulatory requirements. Any
failure to comply with such requirements 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 availability of the Acquisition to SMS Shareholders who are
not resident in and citizens of the UK may be affected by the laws
of the relevant jurisdictions in which they are located or of which
they are citizens. Persons who are not resident in the UK should
inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. In particular, the
ability of persons who are not resident in the UK to vote their
Scheme Shares with respect to the Scheme at the Court Meeting, or
to appoint another person as proxy to vote at the Court Meeting on
their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located. 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.
Unless otherwise determined by Bidco or required by the Takeover
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 Scheme by any such use, means, instrumentality or from within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Copies of
this announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such
documents (including, without limitation, agents, custodians,
nominees and trustees) must not mail or otherwise forward,
distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Acquisition. If the Acquisition is
implemented by way of an Offer (unless otherwise permitted by
applicable law and regulation), the Offer may not be made directly
or indirectly, in or into, or by the use of mails or any means or
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 Restricted Jurisdiction and the
Offer may not be capable of acceptance by any such use, means,
instrumentality or facilities.
Notice to U.S. investors in SMS
The Acquisition is being made to acquire the securities of a
Scottish company by means of a scheme of arrangement provided for
under Scots law. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer or proxy
solicitation rules under the U.S. Exchange Act of 1934.
Accordingly, the Acquisition and the Scheme are subject to the
disclosure requirements and practices applicable in the UK to
schemes of arrangement which differ from the disclosure
requirements of the U.S. tender offer and proxy solicitation rules.
Certain financial information included in this announcement has
been or will have been prepared in accordance with generally
accepted accounting principles of the United Kingdom and thus may
not be comparable to financial information of U.S. companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United States.
However, if, in the future, Bidco were to exercise its right to
implement the Acquisition of the SMS Shares by way of an offer,
such offer will be made in compliance with applicable U.S.
securities laws and regulations, including Section 14(e) of the
U.S. Exchange Act and Regulation 14E thereunder. Such a takeover
would be made in the United States by Bidco and no one else.
Neither the SEC nor any securities commission of any state of
the U.S. nor any other U.S. regulatory authority has approved the
Acquisition, passed upon the fairness of the Acquisition or passed
upon the adequacy or accuracy of this announcement. Any
representation to the contrary is a criminal offence in the
U.S..
The receipt of cash pursuant to the Acquisition by a U.S. Holder
as consideration for the transfer of its Scheme Shares pursuant to
the Scheme may be a taxable transaction for U.S. federal income tax
purposes and under applicable U.S. state and local, as well as
foreign and other, tax laws. SMS Shareholders are urged to consult
their independent professional advisers immediately regarding the
tax consequences of the Acquisition applicable to them.
It may be difficult for U.S. Holders of SMS Shares to enforce
their rights and any claim arising out of the U.S. federal laws,
since Bidco and SMS are located in a non-U.S. jurisdiction, and
some or all of their officers and directors may be residents of a
non-U.S. jurisdiction.
U.S. Holders of SMS Shares may not be able to sue a non-U.S.
company or its officers or directors in a non-U.S. court for
violations of the U.S. securities laws. Further, it may be
difficult to compel a non-U.S. company and its affiliates to
subject themselves to a U.S. court's judgement.
To the extent permitted by applicable law, in accordance with
normal UK practice and pursuant to Rule 14e-5(b) of the U.S.
Exchange Act, Bidco, certain affiliated companies and their
nominees or brokers (acting as agents) may from time to time make
certain purchases of, or arrangements to purchase, SMS Shares
outside of the U.S., other than pursuant to the Acquisition, until
the date on which the Acquisition becomes Effective, lapses or is
otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the
U.S. Exchange Act, each of Morgan Stanley, Macquarie Capital,
Cavendish, Investec and RBC will continue to act as a connected
exempt principal trader in SMS Shares on the London Stock Exchange.
If such purchases or arrangements to purchase were to be made they
would occur either in the open market at prevailing prices or in
private transactions at negotiated prices. Any information about
such purchases will be disclosed as required in the UK, will be
reported to a Regulatory Information Service and will be available
on the London Stock Exchange website, www.londonstockexchange.com/
.
Cautionary note regarding forward-looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by Bidco or SMS
contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
Bidco or SMS (as applicable) about future events, and are therefore
subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied
by the forward-looking statements.
The forward-looking statements contained in this announcement
include statements relating to the expected effects of the
Acquisition on Bidco and SMS (including their future prospects,
developments and strategies), the expected timing and scope of the
Acquisition and other statements other than historical facts.
Often, but not always, forward-looking statements can be identified
by the use of forward-looking words such as "prepares", "plans",
"expects" or "does not expect", "is expected", "is subject to",
"budget", "projects", "synergy", "strategy", "scheduled", "goal",
"estimates", "forecasts", "cost-saving", "intends", "anticipates"
or "does not anticipate", or "believes", or variations of such
words and phrases or statements that certain actions, events or
results "may", "could", "should", "would", "might" or "will" be
taken, occur or be achieved. 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 Bidco's, SMS's, any member of the
Bidco Group's or any member of the SMS Group's operations and
potential synergies resulting from the Acquisition; and (iii) the
effects of global economic conditions and governmental regulation
on Bidco's, SMS's, any member of the Bidco Group's or any member of
the SMS Group's business.
Such forward looking statements are prospective in nature and
are not based on historical facts, but rather on current
expectations and projections of the management of Bidco and SMS
about future events, and are therefore subject to risks and
uncertainties that could significantly affect expected results and
are based on certain key assumptions. Many factors could cause
actual results to differ materially from those projected or implied
in any forward looking statements, including: increased
competition, the loss of or damage to one or more key customer
relationships, changes to customer ordering patterns, delays in
obtaining customer approvals for engineering or price level
changes, the failure of one or more key suppliers, the outcome of
business or industry restructuring, the outcome of any litigation,
changes in economic conditions, currency fluctuations, changes in
interest and tax rates, changes in raw material or energy market
prices, changes in laws, regulations or regulatory policies,
developments in legal or public policy doctrines, technological
developments, the failure to retain key management, or the timing
and success of future acquisition opportunities or major investment
projects. Other unknown or unpredictable factors could cause actual
results to differ materially from those in the forward looking
statements. Such forward looking statements should therefore be
construed in the light of such factors. Neither Bidco nor SMS, nor
any of their respective associates or directors, officers or
advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any forward
looking statements in this announcement will actually occur. 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. All subsequent oral or written forward
looking statements attributable to any member of the Bidco Group or
the SMS Group, or any of their respective associates, directors,
officers, employees or advisers, are expressly qualified in their
entirety by the cautionary statement above.
Other than in accordance with their legal or regulatory
obligations, neither Bidco nor SMS is under any obligation, and
Bidco and SMS expressly disclaim any intention or obligation, to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. 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. on the 10th Business Day following
the commencement of the Offer Period and, if appropriate, by no
later than 3:30 p.m. 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 Takeover Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each
of: (i) the offeree company, and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3:30 p.m. on
the Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and 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 https://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 26.1 disclosure
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement and the Scheme Document will be available
(subject to certain restrictions relating to persons resident in
Restricted Jurisdictions) on SMS's website at
https://www.sms-plc.com/ by no later than 12 noon (London time) on
the business day following the date of this announcement. For the
avoidance of doubt, neither the contents of this website nor the
content of any other website accessible from hyperlinks on such
website is incorporated into or forms part of this
announcement.
National Storage Mechanism
A copy of the Scheme Document, once published, will be submitted
to the National Storage Mechanism and will be available for
inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
No profit forecasts, estimates or quantified benefits
statements
No statement in this announcement is intended as a profit
forecast, profit estimate or quantified benefits statement for any
period and no statement in this announcement should be interpreted
to mean that earnings or earnings per share for SMS for the current
or future financial years would necessarily match or exceed the
historical published earnings or earnings per share for SMS.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, SMS
Shareholders, persons with information rights and participants in
SMS Share Plans may request a hard copy of this announcement by
contacting Computershare through either of the following methods:
(i) telephoning Computershare on +44 (0)370 707 4087. If calling
from outside of the UK, please ensure the country code is used.
Lines will be open from 8:30 a.m. to 5:30 p.m., Monday to Friday
(except public holidays in England and Wales); or (ii) submitting a
request in writing to Computershare Investor Services PLC, The
Pavilions, Bridgwater Road, Bristol, BS99 6ZY, United Kingdom. A
hard copy of this announcement will not be sent unless so
requested.
Such persons may also request that all future documents,
announcements and information to be sent to you in relation to the
Acquisition should be in hard copy form.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
other information provided by SMS Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from SMS may be provided to Bidco during the offer
period as required under Section 4 of Appendix 4 of the Takeover
Code to comply with Rule 2.11(c) of the Takeover Code.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
SOAGPGQCPUPWGAA
(END) Dow Jones Newswires
December 18, 2023 02:00 ET (07:00 GMT)
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