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 END OF THIS ANNOUNCEMENT. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW
FOR IMMEDIATE RELEASE
25 March 2024
Smart Metering Systems plc
(The "Company" or "SMS")
ISSUE OF SHARES, TOTAL VOTING RIGHTS AND PDMR DEALINGS
Further to the announcement made on 22 March 2024 that the terms of the Offer made by Sienna Bidco Limited ("Bidco") for the entire issued and to be issued share capital of SMS had become unconditional, Smart Metering Systems (AIM: SMS) announces that, on 22 March 2024, 4,527,602 ordinary shares of one pence each in the capital of SMS (the "New Shares") were issued and allotted to satisfy the vesting of awards and exercise of options held by participants in the SMS LTIP and the SMS USOP (including certain directors and PDMRs, further details of which are provided below) in accordance with the respective terms of the relevant SMS Share Plan.
As required by Article 19 of Regulation (EU) No. 596/2014 on market abuse, SMS announces that (i) each of the SMS directors or PDMRs who hold shares in the capital of SMS (including any New Shares), being Tim Mortlock, Gail Blain, Miriam Greenwood, Graeme Bissett, Jamie Richards and Ruth Leak and Craig McGinn, have validly accepted the Offer in respect of all of their SMS Shares , and (ii) pursuant to a Board approval and as part of the transaction referred to above it has issued the following New Shares:
| Name | Position | Number of options over ordinary shares exercised | Exercise price per ordinary share | Options remaining after exercise | SMS Share Plan |
| Tim Mortlock | Executive Director | 264,080 | Nil | - | SMS LTIP |
| 133,250 | 350 pence | - | SMS USOP | ||
| 309,334 | 700 pence | - | SMS USOP | ||
| 250,000 | 705.4 pence | - | SMS USOP | ||
| Gail Blain | Executive Director | 102,471 | Nil | - | SMS LTIP |
| 50,000 | 529 pence | - | SMS USOP | ||
| 46,400 | 700 pence | - | SMS USOP | ||
| 70,000 | 705.4 pence | - | SMS USOP | ||
| Craig McGinn | PDMR | 32,792 | Nil | - | SMS LTIP |
| 278,400 | 700 pence | - | SMS USOP | ||
| 150,000 | 705.4 pence | - | SMS USOP |
Following Admission (as defined below) of the above New Shares, and prior to completion of the transfer of all SMS Shares held by the directors and/or PDMRs of SMS in accordance with the terms of the Offer, (i) Tim Mortlock holds 1,028,943 SMS Shares representing 0.7449% of the issued share capital of SMS (ii) Gail Blain holds 271,588 SMS Shares representing 0.1966% of the issued share capital of SMS and (iii) Craig McGinn holds 465,297 SMS Shares representing 0.3368% of the issued share capital of SMS.
Admission
Application has been made for the New Shares to be admitted to trading on AIM ("Admission") and it is expected that Admission will take place on or around 28 March 2024. The New Shares will rank pari passu with SMS's existing ordinary shares.
Following Admission, the total number of SMS Shares in issue will be 138,134,520. This figure may be used by SMS Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of SMS under the FCA's Disclosure Guidance and Transparency Rules. The International Securities Identification Number (ISIN) for SMS's ordinary shares is GB00B4X1RC86.
Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the offer document published and posted to SMS Shareholders (and for information purposes, to holders of options under the SMS Share Plans and persons with information rights) on 24 January 2024.
The notifications below provide further detail.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
PDMR Dealings
| 1 | Details of the person discharging managerial responsibilities/person closely associated |
| ||||||||||
| a) | Name | Tim Mortlock | ||||||||||
| 2 | Reason for notification | | ||||||||||
| a) | Position/Status | PDMR - Director | ||||||||||
| b) | Initial notification/Amendment | Initial Notification | ||||||||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| ||||||||||
| a) | Name | Smart Metering Systems plc | ||||||||||
| b) | LEI | 213800FGOUFSDPE33S71 | ||||||||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
| ||||||||||
| a) | Description of the financial instrument, type of instrument
Identification code | Ordinary shares of one pence each
SMS | ||||||||||
| b) | Nature of the transaction | Exercise of share options and Issue of Ordinary Shares | ||||||||||
| c) | Price(s) and volume(s)
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| d) | Aggregated information - Aggregated volume - Price | N/A - single transaction
| ||||||||||
| e) | Date of the transaction | 22 March 2024 | ||||||||||
| f) | Place of the transaction | London Stock Exchange, AIM |
| 1 | Details of the person discharging managerial responsibilities/person closely associated |
| ||||||||||
| a) | Name | Gail Blain | ||||||||||
| 2 | Reason for notification | | ||||||||||
| a) | Position/Status | PDMR - Director | ||||||||||
| b) | Initial notification/Amendment | Initial Notification | ||||||||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| ||||||||||
| a) | Name | Smart Metering Systems plc | ||||||||||
| b) | LEI | 213800FGOUFSDPE33S71 | ||||||||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
| ||||||||||
| a) | Description of the financial instrument, type of instrument
Identification code | Ordinary Shares of one pence each
SMS | ||||||||||
| b) | Nature of the transaction | Exercise of share options and Issue of Ordinary Shares | ||||||||||
| c) | Price(s) and volume(s)
|
| ||||||||||
| d) | Aggregated information - Aggregated volume - Price | N/A - single transaction
| ||||||||||
| e) | Date of the transaction | 22 March 2024 | ||||||||||
| f) | Place of the transaction | London Stock Exchange, AIM |
| 1 | Details of the person discharging managerial responsibilities/person closely associated |
| ||||||||
| a) | Name | Craig McGinn | ||||||||
| 2 | Reason for notification | | ||||||||
| a) | Position/Status | PDMR | ||||||||
| b) | Initial notification/Amendment | Initial Notification | ||||||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| ||||||||
| a) | Name | Smart Metering Systems plc | ||||||||
| b) | LEI | 213800FGOUFSDPE33S71 | ||||||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
| ||||||||
| a) | Description of the financial instrument, type of instrument
Identification code | Ordinary shares of one pence each
SMS | ||||||||
| b) | Nature of the transaction | Exercise of share options and Issue of Ordinary Shares | ||||||||
| c) | Price(s) and volume(s)
|
| ||||||||
| d) | Aggregated information - Aggregated volume - Price | N/A - single transaction
| ||||||||
| e) | Date of the transaction | 22 March 2024 | ||||||||
| f) | Place of the transaction | London Stock Exchange, AIM |
Enquiries:
| Smart Metering Systems plc | 0141 249 3850 |
| |
| Craig McGinn, Company Secretary
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| Cavendish Securities plc (Nomad and Joint Broker) | 0131 220 6939 / 020 7397 8900 |
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| Neil McDonald / Pete Lynch |
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| Investec Bank plc (Joint Broker) | 020 7597 5970 |
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| Christopher Baird / Henry Reast |
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| RBC Capital Markets (Joint Broker) | 020 7653 4000 |
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| Matthew Coakes / Evgeni Jordanov | |
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| Instinctif Partners (PR Adviser) | 020 7457 2020 | ||
| Tim Linacre / Guy Scarborough | SMS@instinctif.com | ||
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