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.
