Smartspace Regulatory News (SMRT)

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:

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:

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

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

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

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:

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.