Results of Court Meeting and General Meeting

Smartspace Software PLC

18 April 2024

 

FOR IMMEDIATE RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, DIRECTLY OR INDIRECTLY, 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.

18 April 2024

SmartSpace Software Plc

("SmartSpace" or the "Company")

RESULTS OF COURT MEETING AND GENERAL MEETING

Introduction

On 14 March 2024, the boards of SmartSpace and Welcome UK Bidco Limited ("Bidco"), a wholly-owned subsidiary of Sign In Solutions Inc., announced that they had reached agreement on the terms and conditions of a recommended cash acquisition to be made by Bidco, proposed to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") between SmartSpace and its shareholders (or, if Bidco so elects, with the consent of the Panel, a Takeover Offer). A scheme document in relation to the Scheme (the "Scheme Document") was published by SmartSpace on 27 March 2024.The SmartSpace Board is pleased to announce that at the Court Meeting and the General Meeting, each convened in relation to the proposed Scheme and held earlier today:

·        the requisite majority in number of the Scheme Shareholders who voted (either in person or by proxy) representing not less than 75 per cent. in value of the Scheme Shares held by Scheme Shareholders who voted, voted to approve the Scheme at the Court Meeting; and

·        the requisite majority of SmartSpace Shareholders voted to pass the special resolution at the General Meeting to approve the implementation of the Scheme and the adoption of amended articles of association for SmartSpace,

and accordingly the Scheme was approved.

Details of the resolutions passed are set out in the notices of the Court Meeting and the General Meeting at Parts IX and X (respectively) of the Scheme Document, which is available (subject to certain restrictions relating to persons in Restricted Jurisdictions) on SmartSpace's website at www.smartspaceplc.com/investors/disclaimer.

The total number of SmartSpace Shares in issue at the Voting Record Time was 28,941,234. Consequently, the total voting rights in SmartSpace at the Voting Record Time was 28,941,234 and the total number of voting Scheme Shares was 28,630,594 (being the Scheme Shares other than the SmartSpace Shares in which the Executive Directors are interested) (the "Scheme Shares". Scheme Shareholders were entitled to one vote per Scheme Share held at the Voting Record Time at the Court Meeting and SmartSpace Shareholders were entitled to one vote per SmartSpace Share held at the Voting Record Time at the General Meeting.

Voting results of the Court Meeting

At the Court Meeting, a majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 97.19 per cent. by value of those Scheme Shares voted⁽¹⁾, voted to approve the Scheme. The resolution proposed at the Court Meeting was passed on a poll vote. Details of the votes cast are as follows:

Results of the Court Meeting	Number of Scheme Shares voted	% of Scheme Shares voted	Number of Scheme Shareholders who voted	% of Scheme Shareholders who voted	Number of Scheme Shares voted as a % of all Scheme Shares(1)
For	16,492,609	97.19	36	92.31	57.60
Against	476,689	2.81	3	7.69	1.66
Total	16,969,298	100	39	100	59.26

⁽¹⁾ Excludes Scheme Shares beneficially held by the Executive Directors, who have undertaken to be bound by the Scheme.

Voting results of the General Meeting

At the General Meeting, the special resolution to authorise the implementation of the Scheme, and also approving the adoption of amended articles of association for SmartSpace, was duly passed on a poll vote. The results are detailed as follows:

Results of the General Meeting	Number of SmartSpace Shares voted	% of SmartSpace Shares voted**
For*	15,976,154	97.25
Against	451,753	2.75
Withheld	190,991	-
Total	16,427,907	100

* Includes discretionary votes.

** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' the special resolution.

Expected Timetable of Principal Events

The current expected timetable of principal events for the implementation of the Scheme remains consistent with that disclosed in the Scheme Document and is set out again below. If any of the key dates set out in the expected timetable change, an announcement will be made through a Regulatory Information Service, with such announcement being available on SmartSpace's website at www.smartspaceplc.com/investors/disclaimer.

Event		Time1 and/or date2
Scheme Court Hearing to sanction the Scheme	26 April 2024
Last day of dealings in, and for registration of transfers of, SmartSpace Shares	30 April 2024
Scheme Record Time	6.00 p.m. on 30 April 2024
Disablement of CREST in respect of SmartSpace Shares	6.00 p.m. on 30 April 2024
Effective Date of the Scheme	1 May 20243
Suspension of admission to trading on AIM of, and dealings in, SmartSpace Shares	7.30 a.m. on 1 May 2024
Cancellation of admission to trading on AIM of SmartSpace Shares	7.00 a.m. on 2 May 2024
Despatch of cheques, despatch of electronic payments and crediting of CREST accounts for cash consideration under the Scheme	within 14 days after the Effective Date
Long Stop Date	15 July 20244

Notes:

1      All references in this announcement to times are to times in London (unless otherwise stated). The dates and times given are indicative only and are based on SmartSpace's current expectations and may be subject to change (including as a result of changes to the regulatory timetable). If any of the times and/or dates above change, the revised times and/or dates will be notified to SmartSpace Shareholders by announcement through a Regulatory Information Service.

2       The dates and times associated with the Scheme are subject to change and will depend on, among other things, the date on which the Conditions to the Scheme are satisfied or, if capable of waiver, waived. In the event that any of these dates is subject to change, SmartSpace will give notice of the change by issuing an announcement through a Regulatory Information Service.

3      This will be the date on which the Scheme Court Order is delivered to the Registrar of Companies, subject to the satisfaction (or, if applicable, waiver) of the Conditions.

4      This is the latest date by which the Acquisition may become Effective, unless SmartSpace and Bidco agree, and (if required) the Court and the Takeover Panel allow, a later date.

General

Capitalised terms used in this announcement, unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to times in this announcement are to London times unless otherwise stated.

The Company remains in an 'offer period' in accordance with the rules of the Code and the attention of SmartSpace shareholders is drawn to the continuing disclosure requirements of Rule 8 of the Code, which are summarised below.

ENDS

Enquiries

SmartSpace Software Plc Frank Beechinor (CEO) Kris Shaw (CFO) Lisa Baderoon (Head of Investor Relations) [e-mail]	via Lisa Baderoon - Head of Investor Relations [phone]
Canaccord Genuity (Financial Adviser, Nominated Adviser and Broker) Adam James, Harry Rees	[phone]

About SmartSpace Software Plc

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

The operating brands of the Company group comprise:

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

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

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

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

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

LEI: 213800IQXZ3XYCMH6U90

Publication of this announcement

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) on the Company's website at www.smartspaceplc.com by no later than 12 noon (London time) on 19 April 2024. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Notice to overseas investors

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

Disclosure requirements of the Code

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

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

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

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

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

Inside information

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

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, SmartSpace Shareholders, persons with information rights and participants in SmartSpace Share Plans may request a hard copy of this announcement by contacting SmartSpace's Registrars, Share Registrars, either in writing to of 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX or by calling the Shareholder Helpline on [phone]. Calls outside the UK will be charged at the applicable international rate. Lines are open between 8.30 am and 5.00 pm Monday to Friday excluding public holidays in England and Wales. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

Electronic Communications

Please be aware that addresses, electronic addresses and certain other information provided by 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 of the Takeover Code to comply with Rule 2.11(c).

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 figures that precede them.

 

END