SMRT.L Regulatory News (SMRT)

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

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THIS ANNOUNCEMENT DOES NOT CONSTITUTE A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 For immediate release

12 December 2023

Statement Regarding Possible Offer for SmartSpace Software plc ("SmartSpace")

Skedda Holdings, Inc. ("Skedda") announces that it has made a series of proposals to the board of directors of SmartSpace (the "SmartSpace Board") regarding a possible cash offer for the entire issued and to be issued share capital of SmartSpace, most recently at a price of 82 pence per SmartSpace ordinary share ("SmartSpace Share"), (the "Proposal").

Skedda strongly believes that the Proposal provides a compelling opportunity for SmartSpace's shareholders to realise their investment in cash at a very significant premium to the prevailing price at which SmartSpace Shares have traded. SmartSpace's largest shareholder, JO Hambro Capital Management Limited, has indicated, on a non-binding basis, its support for the Proposal with regard to the 2,405,000 SmartSpace shares in which it is interested (representing approximately 8.3% of SmartSpace's issued share capital). The Proposal values the entire issued and to be issued share capital of SmartSpace at £25.0 million and represents:

· a premium of approximately 144.8% to the middle market closing price of a SmartSpace Share on 11 December 2023, being the last business day before the date of this announcement (being 33.5 pence);

· a premium of approximately 94.3% to the volume weighted average middle market closing price of a SmartSpace Share for the 6 month period ended 11 December 2023, being the last business day before the date of this announcement (being 42.2 pence); and

· a premium of approximately 98.0% to the volume weighted average middle market closing price of a SmartSpace Share for the 12 month period ended 11 December 2023, being the last business day before the date of this announcement (being 41.4 pence).

Skedda is excited by a potential of a combination with SmartSpace. Skedda believes that it can provide SmartSpace with the considerable financial support and technical expertise that Skedda believes will be necessary for SmartSpace to maintain its technological advantage in a rapidly developing and increasingly competitive sector. Skedda also sees a strong commercial advantage for SmartSpace's customers and a compelling opportunity for SmartSpace's employees within an international, growing and more resilient organisation.

The Proposal is subject to the satisfaction or waiver of pre-conditions, including customary due diligence. The SmartSpace Board has not been willing to date to provide their support for the Proposal. There can, accordingly, be no certainty that any firm offer for SmartSpace will be made by Skedda.

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

(i) with the consent of the Board;

(ii) if a third party announces a possible offer or firm intention to make an offer for SmartSpace at a lower price; or

(iii) if SmartSpace announces a Rule 9 waiver pursuant to the Code or a reverse takeover.

Skedda reserves the right to reduce the offer consideration by the amount of any dividend or any other distribution or return of value to shareholders which is paid or becomes payable by SmartSpace to its shareholders following the date of this announcement.

In accordance with Rule 2.6(a) of the Code, Skedda must, by not later than 5.00 pm on 9 January 2024, either announce a firm intention to make an offer for SmartSpace in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

This announcement does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the Takeover Code.

A further announcement will be made if and when appropriate.

Enquiries:

Sources of Information:

The £25.0 million diluted equity valuation has been calculated as the proposed offer price of 82 pence per SmartSpace ordinary share multiplied by the sum of:

(a) the Company's current entire issued share capital of 28,941,234 ordinary shares of 10p each, with no shares held in treasury; and

(b) 1,537,893 in the money options at the proposed offer price of 82 pence per SmartSpace ordinary share.

Important notices

Financial adviser

Cavendish Capital Markets Limited ("Cavendish") is acting for Skedda and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Skedda for providing the protections afforded to clients of Cavendish for providing advice in relation to the possible offer, the contents of this announcement or any other matters referred to in this announcement.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at https://www.skedda.com/investors/smartspace, by no later than 12 noon (London time) on the business day following this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

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) of the Code applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

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

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 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 Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any 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 2.4 information

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

Further information

This communication is not intended to and does not constitute an offer to buy or the solicitation of an offer to subscribe for or sell or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction. The release, publication or distribution of this communication in whole or in part, directly or indirectly, in, into or from certain jurisdictions may be restricted by law and therefore persons in such jurisdictions should inform themselves about and observe such restrictions.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdictions.