TIDMSMS
RNS Number : 5100X
Smart Metering Systems PLC
24 November 2017
For Immediate Release
THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
24 November 2017
Smart Metering Systems plc
Results of Placing
Smart Metering Systems plc (AIM: SMS.L) ("SMS" or the "Company")
announced earlier today details of a conditional placing to raise
approximately GBP150 million (before expenses) (the "Placing") to
be completed by way of an accelerated bookbuild process (the
"Bookbuild").
The Company is pleased to confirm that the Bookbuild has been
completed and the Company has, conditionally, raised gross proceeds
of GBP150 million through the Placing. Pursuant to the Placing,
Placees have agreed to subscribe for 21,739,131 Placing Shares at
an issue price of 690 pence per new Ordinary Share.
The Placing Price represents a discount of 5.1 per cent. to the
closing mid-market price of the Company's Ordinary Shares of 727
pence on 23 November 2017 (being the last Business Day prior to the
announcement of the Placing). The Placing Shares will represent
approximately 19.3 per cent of the Company's issued Ordinary Shares
following Admission, excluding any issues of shares pursuant to the
exercise of any employee share incentives between the date of this
announcement (the "Announcement") and Admission.
The Placing and the Bookbuild were managed by Cenkos Securities
plc ("Cenkos"), Barclays Bank PLC ("Barclays") and Macquarie
Capital (Europe) Limited ("Macquarie") (the "Joint
Bookrunners").
Rothschild is acting as Financial Adviser to SMS in connection
with the Placing and associated Extended Credit Facility.
The Placing Shares will be issued and credited as fully paid and
will rank in full for all dividends and other distributions
declared, made or paid after the admission of those Ordinary Shares
and will otherwise rank on Admission pari passu in all respects
with each other and with the Existing Ordinary Shares.
The Placing is conditional upon, amongst other things:
-- the passing of the resolutions (without amendment) to be
proposed at the General Meeting (the "Resolutions");
-- the Placing Agreement having become unconditional (save for
Admission) and not having been terminated in accordance with its
terms prior to Admission; and
-- Admission taking place by no later than 8.00 a.m. on 22
December 2017 (or such later date as the Joint Bookrunners may
agree in writing with the Company, being not later than 8.00 a.m.
on 4 January 2018).
Next Steps
The General Meeting is expected to be held on 20 December 2017
at the offices of CMS Cameron McKenna Nabarro Olswang LLP at 1 West
Regent Street, Glasgow G2 1AP for the purpose of passing the
Resolutions.
The Circular, containing the Notice of the General Meeting,
which sets out the Resolutions and further details on the Placing,
is expected to be despatched to Shareholders of the Company on or
about 27 November 2017. The Circular will include a unanimous Board
recommendation that all shareholders vote in favour of the
Resolutions.
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. It is currently
expected that Admission will become effective, and that dealings in
the Placing Shares will commence on AIM, at 8.00 a.m. on 22
December 2017. The Placing Shares, when issued, will be fully paid
and will rank pari passu in all respects with the existing Ordinary
Shares. The total issued share capital of the Company, as increased
by the Placing Shares, immediately following Admission (and
excluding any issues of shares pursuant to the exercise of any
employee share incentives between the date of this Announcement and
Admission) will be 112,450,800 Ordinary Shares.
The expected timetable set out in the Company's announcement
regarding the proposed Placing released earlier today remains
unchanged and is, for reference, set out again below.
The times and dates set out below, and mentioned throughout this
Announcement, are subject to change, and may be adjusted by the
Company in consultation with the Joint Bookrunners. The timetable
below also assumes that the Resolutions are all passed at the
General Meeting without adjournment. In the event of any
significant changes from the expected timetable below, details of
the new times and dates will be notified to Shareholders by an
announcement on a Regulatory Information Service.
Posting of the Circular, the 27 November 2017
Notice of General Meeting
and the Forms of Proxy
Latest time and date for receipt 9.00 a.m. on 18 December
of Forms of Proxy 2017
Voting record date 5.00 p.m. on 18 December
2017
General Meeting 9.00 a.m. on 20 December
2017
Admission effective and dealings 8.00 a.m. on 22 December
in Placing Shares expected 2017
to commence on AIM
Notes
1. Each of the times and dates in the above timetable,
and shown elsewhere in this Announcement, are
indicative only and if any of the details contained
in the timetable above should change, the revised
times and dates will be notified to shareholders
by means of an announcement through a Regulatory
Information Service.
2. All of the above times refer to London time
unless otherwise stated.
3. All events listed in the above timetable following
the General Meeting are conditional on the passing
of the Resolutions at the General Meeting.
Capitalised terms not otherwise defined in the text of this
Announcement have the meanings given in the Company's announcement
regarding the proposed Placing released earlier today.
For further information, please contact:
Smart Metering Systems
plc +44 (0) 141 249 3850
Alan Foy, CEO
David Thompson, CFO
Craig McGinn, Company
Secretary
+44 (0) 131 220 6939 /
Cenkos Securities PLC +44 (0) 207 397 8900
Nominated Adviser, Broker
and Joint Bookrunner
Iain Macarthur / Neil
McDonald
Barclays Bank PLC +44 (0) 20 7623 2323
Joint Bookrunner
Neal West / Eddie Siow
/ Phil Drake
Macquarie Capital (Europe)
Limited +44 (0) 20 3037 2000
Joint Bookrunner
Ben Bailey / Alex Reynolds
/ Nick Stamp
Rothschild +44 (0) 20 7280 5000
Financial Adviser
Emmet Walsh / Peter Nicklin
/ Jonathan Finn / Yuri
Shakhmin
Kreab +44 (0) 20 7074 1800
Matthew Jervois / Daniel
Holgersson
About Smart Metering Systems plc
With its business established in 1995, Smart Metering Systems
plc, headquartered in Glasgow, connects, owns and operates gas and
electricity meters on behalf of major energy companies. The
Company's full end to end energy management services and
consultancy business support large blue chip companies in the UK,
through a network of offices in Bolton, Cardiff, Cambridge,
Doncaster, Enfield, Newmarket, Normanton and Rugby.
The Company's services also include infrastructure design,
installation, consultancy and project management services for new
gas, electricity, water and telecoms connections for licenced
energy and telecoms suppliers, end consumers and the UK's licenced
electricity Distribution Network Owners (DNO's).
The Company was admitted to the AIM market in July 2011 and is
now part of the FTSE AIM 50 index.
For more information on SMS please visit the Company's website:
www.sms-plc.com.
The information contained within this Announcement is inside
information as stipulated under the Market Abuse Regulations (EU)
No. 596/2014. Upon the publication of this Announcement this inside
information is now considered to be in the public domain.
Regulated Information Classification: Inside information
IMPORTANT NOTICES
This Announcement and the information contained in it is
restricted and is not for publication, release or distribution, in
whole or in part, directly or indirectly, in, into or from the
United States, Australia, Canada, South Africa or Japan or any
other state or jurisdiction in which publication, release or
distribution would be unlawful, restricted or unauthorised (each a
"Restricted Territory"). This Announcement is for information
purposes only and does not constitute an offer to sell or issue, or
the solicitation of an offer to buy, acquire or subscribe for
shares in the capital of the Company in any Restricted Territory or
any other state or jurisdiction in which such offer or solicitation
is not authorised or to any person to whom it is unlawful to make
such offer or solicitation. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
such jurisdictions. Subject to certain exemptions, the securities
referred to in this Announcement may not be offered or sold in any
Restricted Territory or for the account or benefit of any national
resident or citizen of any Restricted Territory. The Placing Shares
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "Securities Act"), or with
any securities regulatory authority of any state or other
jurisdiction of the United States and may not be offered, sold,
taken up, resold, transferred or delivered, directly or indirectly,
in, into or within the United States except
pursuant to registration under the Securities Act or an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States. The Placing Shares are being
offered and sold (i) in the United States only to a limited number
of "qualified institutional buyers" as defined in Rule 144A
("QIBs") pursuant to an exemption from the registration
requirements of the Securities Act in a transaction not involving a
public offering and in compliance with the securities laws of any
state or other jurisdiction of the United States; and (ii) outside
the United States in offshore transactions in reliance on and in
accordance with Regulation S under the Securities Act ("Regulation
S"). No public offering of the Placing Shares referred to in this
Announcement is being made in the United States, United Kingdom,
any Restricted Territory or elsewhere. No representation is being
made as to the availability of any exemption under the Securities
Act for the reoffer, resale, pledge or transfer of the Placing
Shares.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Directive) to be
published. Persons needing advice should consult an independent
financial advisor.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by any of
the Joint Bookrunners or by any of their respective affiliates or
agents as to or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, or any other statement made or purported to be made by or
on behalf of the Joint Bookrunners or any of their respective
affiliates in connection with the Company, the Placing Shares or
the Placing and any responsibility therefore is expressly
disclaimed. The Joint Bookrunners and each of their respective
affiliates, accordingly disclaim all and any liability, whether
arising in tort, contract or otherwise in respect of any statements
or other information contained in this Announcement and no
representation or warranty, express or implied is made by the Joint
Bookrunners or any of their respective affiliates as to the
accuracy, completeness or sufficiency of the information contained
in this Announcement.
Each of Cenkos Securities plc and Macquarie Capital (Europe)
Limited is authorised and regulated by the FCA in the United
Kingdom and Barclays Bank PLC is authorised by the Prudential
Regulation Authority (the "PRA") and regulated by the PRA and the
FCA in the United Kingdom. N M Rothschild & Sons Limited
("Rothschild"), which is authorised and regulated in the United
Kingdom by the FCA, is acting as Financial Adviser to the Company
in relation to the Placing. Each of the Joint Bookrunners and
Rothschild is acting solely for the Company and no one else in
connection with the Placing and will not be responsible to anyone
other than the Company for providing the protections afforded to
its clients nor for providing advice in relation to the Placing
and/or any other matter referred to in this Announcement. Apart
from the responsibilities and liabilities, if any, which may be
imposed on the Joint Bookrunners and Rothschild by the UK Financial
Services and Markets Act 2000 or by the regulatory regime
established under it, none of the Joint Bookrunners or Rothschild
or any of their respective affiliates accepts any responsibility
whatsoever for the contents of the information contained in this
Announcement or for any other statement made or purported to be
made by or on behalf of any of the Joint Bookrunners or Rothschild
or any of their respective affiliates in connection with the
Company, the Placing Shares or the Placing. Each of the Joint
Bookrunners and Rothschild and their respective affiliates
accordingly disclaim all and any liability, whether arising in
tort, contract or otherwise (save as referred to above) in respect
of any statements or other information contained in this
Announcement and no representation or warranty, express or implied,
is made by any of the Joint Bookrunners or Rothschild or any of
their respective affiliates as to the accuracy, completeness or
sufficiency of the information contained in this Announcement.
The offering of the Placing Shares in certain jurisdictions may
be restricted by law. Neither this Announcement nor any part or
copy of it may be taken or transmitted into the United States or
distributed, directly or indirectly, in or into the United States,
as that term is defined in Regulation S. Neither this Announcement
nor any copy of it may be taken, transmitted, or distributed
directly or indirectly into any Restricted Territory. Any failure
to comply with these restrictions may constitute a violation of
United States or other Restricted Territory securities laws. No
action has been taken by the Company or the Joint Bookrunners that
would permit an offering of such shares or possession or
distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and
the Joint Bookrunners to inform themselves about, and to observe,
such restrictions.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or any other regulatory authority in the United States,
nor have any of the foregoing authorities passed upon or endorsed
the merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is unlawful.
Persons (including, without limitation, nominees and trustees) who
have a contractual or other legal obligation to forward a copy of
the Appendix or this Announcement should seek appropriate advice
before taking any action.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction, or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by the Joint Bookrunners.
Any indication in this Announcement of the price at which the
existing ordinary shares in the Company have been bought or sold in
the past cannot be relied upon as a guide to future performance.
Persons needing advice should consult an independent financial
adviser.
No statement in this announcement is intended to be a profit
forecast and no statement in this announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
This Announcement includes forward-looking statements, which
include all statements other than statements of historic facts,
including, without limitation, those regarding the Company's and/or
its subsidiaries' (the "Group") financial position, business
strategy, plans and objectives of management for future operations,
or any statements preceded by, followed by or that include the
words "targets", "believes", "expects", "aims", "intends", "will",
"may", "anticipates", "would", "could" or similar expressions or
negatives thereof. Such forward-looking statements involve known
and unknown risks, uncertainties and other important factors beyond
the Group's control that could cause the actual results,
performance or achievements of the Group to be materially different
from future results, performance or achievements expressed or
implied by such forward-looking statements. Such forward-looking
statements are based on numerous assumptions regarding the Group's
present and future business strategies and the environment in which
the Group will operate in the future. These forward-looking
statements speak only as at the date of this Announcement. The
Company, its directors and its or their advisors expressly disclaim
any obligation or undertaking to disseminate any updates or
revisions to any forward-looking statements contained herein to
reflect any change in the Group's expectations with regard thereto
or any change in events, conditions or circumstances on which any
such statements are based unless required to do so by applicable
law or the AIM Rules for Companies, as published and amended from
time to time by the London Stock Exchange.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the London
Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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November 24, 2017 11:19 ET (16:19 GMT)
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