NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
18 March 2024
Smart Metering Systems plc
Statement by Primestone Capital LLP ("PrimeStone"), Alan Foy and Steve Timoney (together the "Founders")
The long-term shareholder Primestone Capital and Founders are collectively interested in or are able to control the voting rights and acceptance decisions in respect of 23,827,659 ordinary shares in Smart Metering Systems plc ("SMS"), representing approximately 17.8% of SMS's issued share capital.
Noting the announcement of the cash offer for SMS by Siena Bidco Limited ("Bidco") of 955 pence in cash (the "Offer" and the "Offer Price"), PrimeStone Capital and the Founders announced on 21 December 2023 that they were disappointed with the Offer Price and intended to vote against (or procure the exercise of relevant voting rights against) the Offer.
Whilst PrimeStone Capital and the Founders remain disappointed with the Offer Price, they note the announcement on 18 January 2023 of Bidco's decision (with the consent of SMS) to switch the Offer structure from a scheme of arrangement to a takeover, to declare the Offer Price as being final and to set the Offer acceptance condition at 50 per cent plus one share, the lowest level permitted under the Takeover Code.
That announcement also included a statement by the SMS Board that, from the date of KKR's initial approach in respect of the Offer to the date of the announcement, it had 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. PrimeStone Capital and the Founders also note that there has been no subsequent announcement of any such third party proposal or indication of interest.
In the light of the foregoing, and in the absence of any third party proposal or indication of interest in SMS, PrimeStone Capital and the Founders now intend to assent the SMS shares in which they are interested into the Offer.
Enquiries:
For more information on PrimeStone Capital LLP:
http://www.primestonecapital.com/
Schedule of holdings:
| Name | Number of shares | % of issued share capital |
| PrimeStone Capital LLP | 13,075,114 | 9.79% |
| Metis Investment Management Ltd | 4,680,851 | 3.50% |
| Metis Investments Ltd | 372,350 | 0.28% |
| The Metis Trust | 715,000 | 0.54% |
| Lochlane Investments Limited | 4,984,344 | 3.73% |
N. M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for PrimeStone in connection with the matters set out in this announcement and for no one else and will not be responsible to anyone other than PrimeStone for providing the protections afforded to its clients nor for providing advice in relation to the matters set out in this announcement. Neither Rothschild & Co nor any of its subsidiaries, branches or affiliates and their respective directors, officers, employees or agents 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 Rothschild & Co in connection with this announcement, any statement contained herein or otherwise.
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