SMRT.L Regulatory News (SMRT)

FOR IMMEDIATE RELEASE

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

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE EVEN IF THE PRE-CONDITIONS ARE SATISFIED OR WAIVED.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

22 January 2024

SmartSpace Software Plc

("SmartSpace" or the "Company")

Statement regarding possible offer from Sign In Solutions Inc.

SmartSpace Software Plc (AIM:SMRT), a leading provider of 'Integrated Space Management Software' for smart buildings and commercial spaces, today announces that it has received a non-binding indicative proposal regarding a possible cash offer by Sign In Solutions Inc. ("SIS"), a company majority owned, and controlled, by funds managed or advised by PSG Equity L.L.C., for the entire issued and to be issued share capital of SmartSpace at a price of 90 pence per ordinary share (the "Possible Offer").

The board of SmartSpace (the "Board") has confirmed to SIS that the Possible Offer is at a price level that it is minded unanimously to recommend that shareholders accept, subject to the agreement of customary terms and conditions and should a firm intention to make an offer pursuant to Rule 2.7 of the Code be announced and on such terms.

The Possible Offer is subject to the satisfaction or waiver of a number of customary pre-conditions, including satisfactory completion of due diligence.

Discussions between the parties are advancing but there can be no certainty that an offer will be made, even if the pre-conditions are satisfied or waived. Further announcements will be made as and when appropriate.

Code Notes

SIS reserves the right to vary the form and/or mix of the offer consideration and/or introduce other forms of consideration. SIS also reserves the right to make an offer on less favourable terms than the Possible Offer:

(a) with the agreement or consent of the Board;

(b) if a third party announces a possible offer or firm intention to make an offer for SmartSpace which, at that date, is at a value less than the value of the Possible Offer; or

(c) if SmartSpace announces a Rule 9 waiver pursuant to the Code or a reverse takeover (as defined in the Code).

SIS reserves the right to adjust the terms of the Possible Offer to take account of the value of any dividend or any other distribution or return of value to shareholders which is paid or becomes payable by SmartSpace to its shareholders following the date of this announcement.

This announcement has been made by SmartSpace with the consent of SIS. SIS reserves the right to waive any of the pre-conditions referred to above.

In accordance with Rule 2.6(a) of the Code, SIS must, by no later than 5.00 p.m. (London time) on 19 February 2024, either announce a firm intention to make an offer for SmartSpace in accordance with Rule 2.7 of the Code, or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. The deadline can be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

ENDS

Enquiries

About SmartSpace Software Plc

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

The operating brands of the Company group comprise:

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

· SwipedOn - SaaS visitor management, desk booking (www.SwipedOn.com)

For more information go to: www.smartspaceplc.com.

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

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

LEI: 213800IQXZ3XYCMH6U90

Publication of this announcement

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) on the Company's website at www.smartspaceplc.com by no later than 12 noon (London time) on 23 January 2024. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Notice to overseas investors

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

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure (as defined in the Code) following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure (as defined in the Code).

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and Bidder companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any Bidder was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 2.4 information

In accordance with Rule 2.4(c)(iii) of the Code, SIS confirms that it is not aware of any dealings in SmartSpace shares that would require it to offer a minimum level, or a particular form, of consideration under Rule 6 or Rule 11 of the Code. However, it has not been practicable for SIS to make enquiries of all persons acting in concert with it prior to the date of this announcement in order to confirm whether any details are required to be disclosed under Rule 2.4(c)(iii) of the Code. To the extent that any such details are identified following such enquiries, SIS shall make an announcement disclosing such details as soon as practicable, and in any event by no later than the time it is required to make its Opening Position Disclosure under Rule 8.1 of the Code.

Further information

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