TIDMSMS
RNS Number : 0768A
Smart Metering Systems PLC
18 January 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES
AT THE OF THIS ANNOUNCEMENT. ANY FAILURE TO COMPLY WITH THIS
RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
18 January 2024
RECOMMED FINAL CASH OFFER
for
Smart Metering Systems plc ("SMS")
by
Sienna Bidco Limited ("Bidco")
a newly formed company wholly-owned by funds advised by Kohlberg
Kravis Roberts & Co. L.P. and its affiliates
SWITCH FROM SCHEME OF ARRANGEMENT TO TAKEOVER OFFER AND RECOMMED
FINAL CASH OFFER
ADJOURNMENT OF COURT AND GENERAL MEETINGS
SMS TRADING UPDATE
On 7 December 2023, the boards of directors of SMS and Sienna
Bidco Limited ("Bidco"), a newly formed company wholly-owned by
funds advised by Kohlberg Kravis Roberts & Co. L.P. and its
affiliates, announced that they had reached agreement on the terms
and conditions of a recommended cash acquisition by Bidco of the
entire issued and to be issued ordinary share capital of SMS (the
"Acquisition"), to be effected by means of a Court-sanctioned
scheme of arrangement (the " Scheme ") under Part 26 of the
Companies Act 2006 (the "Companies Act ").
The scheme document in relation to the Scheme (the " Scheme
Document ") was posted to SMS Shareholders on 15 December 2023.
Capitalised terms used in this announcement shall, unless otherwise
defined, have the same meanings as set out in the Scheme
Document.
Switch to Takeover Offer
SMS, KKR and Bidco are of the view that the terms of the
Acquisition are in the best interests of SMS shareholders as a
whole and therefore, in order to increase the certainty of its
execution, Bidco has determined, with the consent of SMS and the
Takeover Panel, to implement the Acquisition by way of a
recommended takeover offer (as defined in section 974 of the
Companies Act) (a "Takeover Offer") rather than by way of the
Scheme.
The SMS Directors believe that Bidco's decision to switch to a
Takeover Offer (with the consent of SMS) will allow SMS
Shareholders to benefit from the Acquisition (subject to the
Acceptance Condition (as defined below) and all other conditions
being satisfied or (if capable of waiver) waived).
Court Meeting and General Meeting
As the Acquisition is to be implemented by way of a Takeover
Offer, the only business that will be dealt with at the Court
Meeting and the General Meeting which are convened for 22 January
2024 will be in connection with the discontinuation of the Scheme.
Accordingly the SMS Board recommends that SMS Shareholders do not
attend the Court Meeting and the General Meeting on 22 January
2024.
Conditions
Save where set out in this announcement, the terms and
conditions of the Acquisition remain unchanged from those set out
in the Scheme Document (subject to appropriate amendments to
reflect the change in structure by which the Acquisition is to be
implemented, being by Takeover Offer rather than the Scheme). The
amended conditions will be set out in full in the Offer
Document.
The Acquisition is conditional on, among other things, valid
acceptances being received (and not validly withdrawn) by not later
than 1:00 p.m. (London time) on the unconditional date of the
Takeover Offer (or such later time(s) and/or date(s) as Bidco may,
subject to the rules of the Takeover Code and with the consent of
the Panel, decide) in respect of such number of SMS Shares which,
together with the SMS Shares acquired or unconditionally agreed to
be acquired during the Offer Period (whether pursuant to the
Takeover Offer or otherwise), will result in Bidco or another
member of the Bidco Group holding SMS Shares carrying in aggregate
more than 50 per cent. of the voting rights normally exercisable at
general meetings of SMS including (to the extent, if any, required
by the Panel for this purpose) any such voting rights attaching to
any SMS Shares that are unconditionally allotted but not issued
before the Takeover Offer becomes unconditional as to acceptances
(the "Acceptance Condition"). Unless the Panel agrees otherwise,
the Acceptance Condition shall only be capable of being satisfied
when all other Conditions have been satisfied or waived.
Final Cash Offer
Under the terms of the recommended Takeover Offer, Bidco
continues to offer SMS Shareholders 955 pence in cash for each SMS
Share (the "Final Offer"), representing an attractive premium of
approximately:
-- 40.4 per cent. to the Closing Price of 680 pence per SMS
Share on 6 December 2023 (being the last Business Day prior to the
commencement of the Offer Period);
-- 50.7 per cent. to the three-month Volume Weighted Average
Price of 634 pence per SMS Share on 6 December 2023 (being the last
Business Day prior to the commencement of the Offer Period);
and
-- 43.8 per cent. to the six-month Volume Weighted Average Price
of 664 pence per SMS Share on 6 December 2023 (being the last
Business Day prior to the commencement of the Offer Period).
The Final Offer of 955 pence in cash per SMS Share is final and
will not be increased, except that Bidco reserves the right to
increase the offer price and/or otherwise improve the terms of the
Acquisition (i) if there is an announcement on or after the date of
this announcement of a possible offer or a firm intention to make
an offer for SMS by any third party, or (ii) if the Takeover Panel
otherwise provides its consent.
Dividends
SMS Shareholders will be entitled to receive and retain the
Second FY 2023 Dividend Instalment of 8.31875 pence per SMS Share
as announced by SMS on 12 September 2023, which is expected to be
paid on 25 January 2024 to those SMS Shareholders who appeared on
the register of members of the Company on 5 January 2024.
For the avoidance of doubt, and subject to the Takeover Offer
not having lapsed or been withdrawn in accordance with its terms
and Bidco having not publicly confirmed by such time that it does
not intend to proceed with the Acquisition, SMS confirms that it
does not intend to pay the Third and Fourth FY 2023 Dividend
Instalments which were expected to be paid on 25 April 2024 and 25
July 2024 respectively.
If any other dividend or distribution is announced, declared,
made or paid in respect of SMS Shares on or after the date of this
announcement, Bidco will reduce the Acquisition Price by the amount
of such dividend or other distribution. If Bidco made such a
reduction in respect of a dividend or other distribution, SMS
Shareholders would be entitled to retain that dividend or other
distribution.
No third-party proposal or indication of interest
The SMS Board confirms that, from the date of KKR's initial
approach in respect of the Acquisition to the date of this
announcement, it has not received any formal proposals or
indications of interest in respect of an offer to acquire the
entire issued, and to be issued, ordinary share capital of SMS from
any third parties.
Timetable
It is a requirement of the Takeover Code that an offer document
containing, amongst other things, the Conditions of the Acquisition
(an "Offer Document") is published. The Offer Document will specify
the actions to be taken by SMS Shareholders in respect of the
Takeover Offer and it is anticipated that Bidco will publish and
post the Offer Document (together with a form of acceptance) (where
applicable) to SMS Shareholders (other than SMS Shareholders
located in any Restricted Jurisdictions, in each case, where to do
so would violate the laws of that jurisdiction) as soon as
reasonably practicable after the date of this announcement
(currently anticipated to be on or around 24 January 2024). The
Offer Document will also be made available by SMS on its website at
https://www.sms-plc.com/documents/. The Panel has agreed with Bidco
and SMS that "Day 60" of the Takeover Code timetable will be the
day falling 60 days after publication of the Offer Document (or
such other later date as may be determined by Bidco with the
agreement of the Panel to be the last date for fulfilment of the
Acceptance Condition).
Further details of the expected timetable will be set out in the
Offer Document.
Recommendation
The SMS Directors, who have been so advised by RBC and Investec
as to the financial terms of the Acquisition, continue to consider
the terms of the Acquisition to be fair and reasonable. In
providing their advice to the SMS Directors, RBC and Investec have
taken into account the commercial assessments of the SMS Directors.
Investec is providing independent financial advice to the SMS
Directors for the purposes of Rule 3 of the Takeover Code.
The SMS Directors continue to consider that the terms of the
Acquisition are in the best interests of SMS Shareholders as a
whole. Accordingly, the SMS Directors intend to unanimously
recommend that the SMS Shareholders accept, or procure the
acceptance of, the Takeover Offer as the SMS Directors who hold
interests in SMS Shares have irrevocably undertaken to do in
respect of their own legal and/or beneficial holdings over which
they have control, being in aggregate 141,341 SMS Shares
(representing approximately 0.1 per cent. of the existing issued
ordinary share capital of SMS) as at 17 January 2024 (being the
last Business Day before the date of this announcement).
All of the irrevocable undertakings of the SMS Directors as
described in the Scheme Document continue to remain valid in
relation to the Takeover Offer. These commitments comprise
irrevocable undertakings in respect of 141,341 SMS Shares, in
aggregate, representing approximately 0.1 per cent. of SMS's issued
ordinary share capital as at 17 January 2024 (being the last
Business Day before the date of this announcement).
Cancellation of admission to trading on AIM, compulsory
acquisition and re-registration
Assuming the Takeover Offer becomes or is declared unconditional
and that Bidco has, by virtue of acceptances of the Takeover Offer
or otherwise, acquired, or agreed to acquire, SMS Shares carrying
not less than 75 per cent. of the voting rights then exercisable at
a general meeting of SMS Shareholders, it is intended that the
admission to trading of the SMS Shares on AIM will be
cancelled.
If Bidco receives acceptances of the Takeover Offer in respect
of, and/or otherwise acquires or unconditionally contracts to
acquire, 90 per cent. or more of the SMS Shares by nominal value
and voting rights attaching to such shares to which the Takeover
Offer relates and the Takeover Offer has become or been declared
unconditional, Bidco intends to exercise its rights pursuant to the
provisions of Chapter 3 of Part 28 of the Companies Act to acquire
compulsorily the remaining SMS Shares in respect of which the
Takeover Offer has not been accepted on the same terms as the
Takeover Offer.
It is also intended that, following the Takeover Offer becoming
or being declared unconditional and Bidco, by virtue of acceptances
of the Takeover Offer or otherwise, having acquired, or having
agreed to acquire, SMS Shares carrying not less than 75 per cent.
of the voting rights then exercisable at a general meeting of SMS
Shareholders, SMS will be re-registered as a private limited
company.
Such cancellation of admission to trading on AIM of SMS Shares
and re-registration of SMS as a private limited company would
significantly reduce the liquidity and marketability of any SMS
Shares in respect of which the Takeover Offer has not been accepted
at that time and their value may be affected as a consequence.
Any remaining SMS Shareholders (unless their SMS Shares are
acquired by Bidco pursuant to the provisions of Chapter 3 of Part
28 of the Companies Act) would become minority shareholders in a
majority controlled private limited company and may therefore be
unable to sell their SMS Shares. There can be no certainty that SMS
would pay any further dividends or other distributions or that such
minority SMS Shareholders would again be offered an opportunity to
sell their SMS Shares on terms which are equivalent to or no less
advantageous than those under the Takeover Offer.
Other consequences of the Takeover Offer
If Bidco receives acceptances of the Takeover Offer in respect
of, and/or otherwise acquires or unconditionally contracts to
acquire, more than 50 per cent. of the SMS Shares by nominal value
and voting rights attaching to such shares to which the Takeover
Offer relates and the Takeover Offer has become or been declared
unconditional, then Bidco will have significant control over SMS.
Bidco will be in a position to determine, for example, the
composition of the SMS Board and management team, the overall
strategy of the SMS Group, and the declaration or cessation of any
dividends. Bidco could also increase its aggregate shareholding in
SMS without restriction and may in due course acquire 75 per cent.
or more of the voting rights of SMS. In the meantime, SMS Shares in
respect of which the Takeover Offer has not been accepted at that
time are likely to be affected by reduced trading volume and
reduced liquidity as a consequence.
SMS Trading Update
Smart Metering Systems plc (AIM: " SMS ", the " Group "), the
integrated energy infrastructure company owning and managing smart
meters, energy data, grid-scale battery storage and other carbon
reduction (CaRe) assets, provides a trading update for the year
ended 31 December 2023 (" FY 2023 ").
Index-linked annualised recurring revenue
The total meter and data assets ILARR was GBP113.4m at 31
December 2023, which includes the annual RPI adjustment. This
represents a 16.8% increase since the prior year end (31 December
2022: GBP97.1m).
Category % change ILARR Portfolio
Smart meters + 24.4% GBP76.0m 2.5 million
--------- ---------- ------------
Data assets - 0.6% GBP15.9m 0.5 million
--------- ---------- ------------
Industrial & Commercial
meters + 18.9% GBP6.3m 0.1 million
--------- ---------- ------------
Traditional domestic
meters + 4.5% GBP11.7m 0.2 million
--------- ---------- ------------
Third party assets flat GBP3.5m 1.3 million
--------- ---------- ------------
Total + 16.8% GBP113.4m 4.6 million
--------- ---------- ------------
Smart meters
During the year, the Group installed c.450,000 smart meters (FY
2022: c.480,000), increasing the total smart meter portfolio to
c.2.5m (31 December 2022: c.2.1m).
Further to the announcement made on 1 December 2023 by Octopus
Energy Group ("Octopus") on the completion of its acquisition of
Shell Energy Retail Limited ("SERL") and the migration of SERL's
energy customers to Octopus's systems, SMS has received a
preliminary indication at an operational level from SERL that it
proposes to migrate certain gas and electric meter installations
under its contract with SMS to Octopus. SMS is considering this
information and will continue to engage with SERL and Octopus in
the coming months.
We continue to see wider opportunities to support energy
suppliers to deliver on their smart meter obligations (for example
in more complex installations).
Grid-scale battery storage
The Group's portfolio of grid-scale battery storage assets stood
at 860MW, of which 240MW (1MW/hour) was operational by 31 December
2023, an increase of 100MW since 31 December 2022. The operational
portfolio generated an annualised equivalent EBITDA of
c.GBP46,000/MW (FY 2022: c.GBP123,000/MW), broadly in line with the
wider market. Notwithstanding the recent volatility in battery
revenues, we continue to expect the long-term EBITDA contribution
to be c.GBP57,000 - GBP65,000/MW.
A 50MW (1MW/hour) site, which was expected to be operational in
Q4 2023, has been delayed to Q2 2024 due to upstream protection
works impacting the energisation of the site. In addition, the
Group expects three 2MW/hour sites(1) , totalling 90MW, to become
operational in Q4 2024.
Developing CaRe(2) assets
The Group continued to make strong progress in building its
delivery capability, commercial models and pipelines for the
provision of other developing CaRe assets and data services.
FY 2023 and outlook
The FY 2023 pre-exceptional EBITDA and underlying PBT are
expected to be in line with the Board's expectations. Net debt as
at 31 December 2023 was GBP171.9m.
The Group remains confident in FY 2024 and its medium-term
outlook.
SMS will confirm the expected timing for release of its FY 2023
results in due course.
(1) The capex and long-term EBITDA from a 2MW/hour site is
expected to be 50-60% more than a 1MW/hour site.
(2) Includes behind-the-meter solutions, such as solar and
storage, domestic EV chargers and air-sourced heat pumps, and
public EV charging infrastructure.
Enquiries:
Morgan Stanley (Joint Financial Adviser
to KKR)
Shirav Patel / Francesco Puletti /
Andrew Foster / George Chalaris / Nagib
Ahmad +44 (0) 20 7425 8000
Macquarie Capital (Joint Financial
Adviser to KKR)
Adam Hain / Ashish Mehta +44 (0) 20 3037 2000
FGS Global (PR Adviser to KKR) KKR-LON@fgsglobal.com
Faeth Birch / Alastair Elwen / Sophia +44 (0) 20 725 13801
Johnston
Smart Metering Systems plc
Miriam Greenwood, Chairman / Tim Mortlock,
Chief Executive Officer / Gail Blain,
Chief Financial Officer / Dilip Kejriwal,
Head of Investor Relations +44 (0) 141 249 3850
RBC Capital Markets (Joint Financial
Adviser and Joint Broker to SMS)
Mark Preston / Evgeni Jordanov / Matthew
Coakes / Sam Jackson +44 (0) 20 7653 4000
Investec Bank plc (Joint Financial
Adviser and Joint Broker to SMS)
Chris Baird / Henry Reast / James Rudd
/ Shalin Bhamra +44 (0) 20 7597 5970
Cavendish Securities plc (Nomad and
Joint Broker to SMS)
Neil McDonald / Peter Lynch / Adam
Rae +44 (0) 131 220 6939
Instinctif Partners (Public Relations sms@instinctif.com
Adviser to SMS) +44 (0) 7949 939 237
Tim Linacre / Guy Scarborough +44 (0) 7917 178 920
Simpson Thacher & Bartlett LLP is acting as legal adviser to
KKR and Bidco.
Hogan Lovells International LLP is acting as legal adviser to
SMS. Burness Paull LLP are providing legal advice to SMS as to
Scots law.
Important Notices
RBC Europe Limited (trading as RBC Capital Markets), which is
authorised by the Prudential Regulation Authority and regulated by
the Financial Conduct Authority and the Prudential Regulation
Authority in the United Kingdom, is acting for SMS and no one else
in connection with the matters referred to in this announcement and
will not be responsible to anyone other than SMS for providing the
protections afforded to clients of RBC Capital Markets, or for
providing advice in connection with matters referred to in this
announcement.
Investec, which is authorised by the Prudential Regulation
Authority (the "PRA") and regulated by the Financial Conduct
Authority and PRA in the United Kingdom, is acting exclusively as
financial adviser to SMS and for no one else in connection with the
Takeover Offer and will not be responsible to any person other than
SMS for providing the protections afforded to clients of Investec,
nor for providing advice in relation to the Takeover Offer, the
content of this announcement or any matter referred to in this
announcement. Neither Investec nor any of its subsidiaries,
branches or 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 Investec in connection with this announcement, any
statement contained herein or otherwise.
Cavendish Securities, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively for SMS and no one else in connection with the subject
matter of this announcement and will not be responsible to anyone
other than SMS for providing the protections afforded to clients of
Cavendish Securities or for providing advice in relation to the
subject matter of this announcement, the contents of this
announcement and any other matters referred to in this
announcement.
Morgan Stanley & Co. International plc ("Morgan Stanley")
which is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the UK is acting as financial adviser
exclusively for KKR and no one else in connection with the matters
set out in this announcement. In connection with such matters,
Morgan Stanley, its affiliates and their respective directors,
officers, employees and agents will not regard any other person as
their client, nor will they be responsible to any other person for
providing the protections afforded to their clients or for
providing advice in connection with the contents of this
announcement or any other matter referred to herein.
Macquarie Capital (Europe) Limited ("Macquarie Capital") which
is regulated by the Financial Conduct Authority in the UK is acting
as financial adviser exclusively for KKR and no one else in
connection with the matters set out in this announcement. In
connection with such matters, Macquarie Capital, its affiliates and
their respective directors, officers, employees and agents will not
regard any other person as their client, nor will they be
responsible to any other person for providing the protections
afforded to their clients or for providing advice in connection
with the contents of this announcement or any other matter referred
to herein. Macquarie Capital (Europe) Limited is not an authorised
deposit-taking institution for the purposes of the Banking Act 1959
(Commonwealth of Australia), and its obligations do not represent
deposits or other liabilities of Macquarie Bank Limited ABN 46 008
583 542. Any investments are subject to investment risk including
possible delays in repayment and loss of income and principal
invested. Macquarie Bank Limited does not guarantee or otherwise
provide assurance in respect of the obligations of Macquarie
Capital (Europe) Limited.
Further Information
This announcement is for information purposes only and does not
constitute or form any part of an offer to sell or subscribe for or
an invitation to purchase or subscribe for any securities or the
solicitation of an offer to buy any securities, pursuant to the
Acquisition or otherwise. The Acquisition shall be made solely by
means of the Offer Document which, together with the form of
acceptance, shall contain the full terms and Conditions of the
Acquisition, including details of how to accept the Takeover Offer.
SMS Shareholders are strongly advised to read the formal
documentation in relation to the Takeover Offer once it has been
dispatched. Each SMS Shareholder is urged to consult its
independent professional adviser immediately regarding the tax
consequences to it (or its beneficial owners) of the
Acquisition.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and publication of this announcement shall not
give rise to any implication that there has been no change in the
facts set forth in this announcement since such date.
This announcement has been prepared for the purpose of complying
with English and Scots law and the Takeover 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 of England and Scotland.
Each of Cavendish (as nominated adviser and joint broker to
SMS), Investec (as joint financial adviser to and joint broker to
SMS and Rule 3 Adviser to SMS) and RBC (as joint financial adviser
and joint broker to SMS) have given and not withdrawn their consent
to the publication of this announcement with the inclusion herein
of the references to their names in the form and context in which
they appear.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
The release, publication or distribution of this announcement in
or into certain jurisdictions other than the United Kingdom may be
restricted by law. Persons who are not resident in the United
Kingdom should inform themselves of, and observe, any applicable
requirements.
The availability of the Takeover Offer to SMS Shareholders who
are not resident in and citizens of the UK may be affected by the
laws of the relevant jurisdictions in which they are located or of
which they are citizens and therefore persons who are not resident
in the UK should inform themselves of, and observe, any applicable
legal or regulatory requirements of their jurisdictions. Any
failure to comply with such requirements 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 Offer disclaim any responsibility or liability for
the violation of such restrictions by any person.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, the Takeover
Offer may not be made directly or indirectly, in or into, or by the
use of mails or any means or 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
Restricted Jurisdiction and the Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities.
Copies of this announcement and any formal documentation relating
to the Takeover Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in
or into or from any Restricted Jurisdiction and persons receiving
such documents (including, without limitation, agents, custodians,
nominees and trustees) must not mail or otherwise forward,
distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported
acceptance of the Takeover Offer.
This announcement does not constitute an offer or invitation to
purchase or subscribe for any securities or a solicitation of an
offer to buy any securities pursuant to this announcement or
otherwise in any jurisdiction in which such offer or solicitation
is unlawful.
The Acquisition shall be subject to the applicable requirements
of the Takeover Code, the Panel, the London Stock Exchange, the
Financial Conduct Authority and the AIM Rules. Further details in
relation to Overseas Shareholders will be contained in the Offer
Document.
Additional Information for US Investors
The Takeover Offer relates to the shares of a Scottish company
and is being made by means of a contractual takeover offer under
the Takeover Code and under English and Scots law. The Offer is
being made in the United States pursuant to all applicable laws and
regulations, including, to the extent applicable, to holders of SMS
Shares resident in the United States ("US SMS Shareholders")
pursuant to Section 14(e) and Regulation 14E under the US Exchange
Act as a "Tier II" tender offer, and otherwise in accordance with
the requirements of the Takeover Code. Accordingly, the Takeover
Offer is subject to the disclosure and other procedural
requirements, including with respect to withdrawal rights, offer
timetable, settlement procedures and timing of payments that are
different from those applicable under US domestic tender offer
procedures and law. The Takeover Offer is being made in the United
States by Bidco and no one else. The Takeover Offer will be made to
US SMS Shareholders on the same terms and conditions as those made
to all other SMS Shareholders to whom an offer is made. Any
information documents, including the Offer Document, will be
disseminated to US SMS Shareholders on a basis comparable to the
method that such documents are provided to the other SMS
Shareholders to whom an offer is made.
Certain financial information included in this announcement and
the Offer Document has been or will have been prepared in
accordance with generally accepted accounting standards applicable
in the United Kingdom and thus may not be comparable to financial
information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the US.
The receipt of cash pursuant to the Takeover Offer by a US SMS
Shareholder as consideration for the transfer of its SMS Shares
pursuant to the Takeover Offer will likely be a taxable transaction
for United States federal income tax purposes and under applicable
United States state and local, as well as foreign and other, tax
laws. SMS Shareholders are urged to consult their independent
professional advisers immediately regarding the tax consequences of
the Takeover Offer applicable to them.
It may be difficult for US SMS Shareholders to enforce their
rights and claims arising out of the US federal securities laws in
connection with the Takeover Offer, since Bidco and SMS are located
in countries other than the US, and some or all of their officers
and directors may be residents of countries other than the US.
US SMS Shareholders may not be able to sue a non-US company or
its officers or directors in a non-US court for violations of US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
jurisdiction and judgement.
To the extent permitted by the Takeover Code and applicable law,
in accordance with normal UK practice and pursuant to Rule 14e-5(b)
of the US Exchange Act, Bidco, certain affiliated companies and
their nominees or brokers (acting as agents) may make certain
purchases of, or arrangements to purchase, shares in SMS outside of
the US, outside the Takeover Offer, during the Offer Period and the
period in which the Takeover Offer remains open for acceptance.
Also, to the extent permitted by the Takeover Code and applicable
law, in accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, each of Morgan Stanley, Macquarie
Capital, Cavendish, Investec and RBC will continue to act as a
connected exempt principal trader in SMS Shares on the London Stock
Exchange. If such purchases or arrangements to purchase were to be
made they would be made outside the U.S. and would comply with
applicable law. Any such purchases by Bidco or its affiliates will
not be made at prices higher than the price of the Takeover Offer
provided in this announcement unless the price of the Takeover
Offer is increased accordingly. Any information about such
purchases will be disclosed as required in the UK, will be reported
to a Regulatory Information Service and will be available on the
London Stock Exchange website, www.londonstockexchange.com/ .
Neither the U.S. Securities and Exchange Commission (the "SEC")
nor any securities supervisory authority of any state or other
jurisdiction in the United States has approved or disapproved the
Takeover Offer or reviewed it for its fairness, nor have the
contents of the Offer Document or any other documentation relating
to the Takeover Offer been reviewed for accuracy, completeness or
fairness by the SEC or any securities supervisory authority in the
United States. Any representation to the contrary is a criminal
offence in the United States.
Forward Looking Statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by KKR, Bidco or SMS
may contain statements about Bidco and SMS that are or may be
deemed to be forward looking statements. All statements 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",
"shall", "should", "anticipates", "estimates", "projects", "is
subject to", "budget", "scheduled", "forecast" or words or terms of
similar substance or the negative thereof, are forward looking
statements. Forward looking statements 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 Bidco's or SMS's operations and potential synergies
resulting from the Acquisition; and (iii) the effects of government
regulation on Bidco's or SMS's business.
Such forward looking statements are prospective in nature and
are not based on historical facts, but rather on current
expectations and projections of the management of Bidco and SMS
about future events, and are therefore subject to risks and
uncertainties that could significantly affect expected results and
are based on certain key assumptions. Many factors could cause
actual results to differ materially from those projected or implied
in any forward looking statements, including: increased
competition, the loss of or damage to one or more key customer
relationships, changes to customer ordering patterns, delays in
obtaining customer approvals for engineering or price level
changes, the failure of one or more key suppliers, the outcome of
business or industry restructuring, the outcome of any litigation,
changes in economic conditions, currency fluctuations, changes in
interest and tax rates, changes in raw material or energy market
prices, changes in laws, regulations or regulatory policies,
developments in legal or public policy doctrines, technological
developments, the failure to retain key management, or the timing
and success of future acquisition opportunities or major investment
projects. Other unknown or unpredictable factors could cause actual
results to differ materially from those in the forward looking
statements. Such forward looking statements should therefore be
construed in the light of such factors. Neither Bidco nor SMS, nor
any of their respective associates or directors, officers or
advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any forward
looking statements in this announcement will actually occur. 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. All subsequent oral or written forward
looking statements attributable to any member of the Bidco Group or
the SMS Group, or any of their respective associates, directors,
officers, employees or advisers, are expressly qualified in their
entirety by the cautionary statement above.
Bidco and SMS expressly disclaim any obligation to update any
forward looking or other statements contained herein, except as
required by applicable law or by the rules of any competent
regulatory authority, whether as a result of new information,
future events or otherwise.
No Profit Forecasts or Profit Estimates or Quantified Financial
Benefit Statements
No statement in this announcement is intended as, or is to be
construed as, a profit forecast, profit estimate or quantified
financial benefits statement for any period and no statement in
this announcement should be interpreted to mean that earnings or
earnings per share for SMS for the current or future financial
years would necessarily match or exceed the historical published
earnings or earnings per share for SMS.
Disclosure Requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. 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 Takeover Code, any person who is, or
becomes, interested in 1 per cent. 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. 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 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 http://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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
information provided by SMS Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from SMS 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) of the Takeover Code.
Publication on Website and Availability of Hard Copies
A copy of this announcement and the documents required to be
published by Rule 26 of the Takeover Code shall be made available
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions on SMS's website at www.sms-plc.com by no
later than 12 noon (London time) on the Business Day following the
date of this announcement. For the avoidance of doubt, neither the
contents of this website nor the content of any other website
accessible from hyperlinks on such website is incorporated into, or
forms part of, this announcement.
In accordance with Rule 30.3 of the Takeover Code, SMS
Shareholders, persons with information rights and participants in
the SMS Share Plans may request a hard copy of this announcement by
contacting Computershare Investor Services PLC during business
hours on 0370 707 4087 or by submitting a request in writing to
Registrar at Computershare Investor Service PLC, The Pavilions,
Bridgwater Road, Bristol BS99 6ZZ. In accordance with Rule 30.3 of
the Takeover Code, a person so entitled may also request that all
future documents, announcements and information in relation to the
Acquisition should be sent to them in hard copy form. If you have
received this announcement in electronic form or via a website
notification, hard copies of this announcement and any document or
information incorporated by reference into this document 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.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Takeover Code, SMS confirms
that as at the date of this announcement, it has in issue and
admitted to trading on AIM 133,606,918 ordinary shares of GBP0.01
each (excluding ordinary shares held in treasury). The
International Securities Identification Number (ISIN) of the
ordinary shares is GB00B4X1RC86.
General
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 FSMA if you are resident in the
United Kingdom or, if not, from another appropriately authorised
independent financial adviser.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
OUPSFFEFWELSELF
(END) Dow Jones Newswires
January 18, 2024 02:00 ET (07:00 GMT)
Smart Metering Systems (LSE:SMS)
Historical Stock Chart
Von Jun 2024 bis Jul 2024
Smart Metering Systems (LSE:SMS)
Historical Stock Chart
Von Jul 2023 bis Jul 2024