SMS.L

Smart Metering Systems Plc
Smart Metering Sys - Issue of Shares, Total Voting Rights and PDMR
25th March 2024, 07:20
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RNS Number : 0544I
Smart Metering Systems PLC
25 March 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 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)

 

Price(s)

Volume(s)

Nil

264,080

350 pence

133,250

700 pence

309,334

705.4 pence

250,000

 

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)

 

Price(s)

Volume(s)

Nil

102,471

529 pence

50,000

700 pence

46,400

705.4 pence

70,000

 

 

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)

 

Price(s)

Volume(s)

Nil

32,792

700 pence

278,400

705.4 pence

150,000

 

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

 

 

 

 

Cavendish Securities plc (Nomad and Joint Broker)

0131 220 6939 / 020 7397 8900

 

Neil McDonald / Pete Lynch

 

 


 

 

Investec Bank plc (Joint Broker)

020 7597 5970

 

Christopher Baird / Henry Reast

 

 


 

 

RBC Capital Markets (Joint Broker)

020 7653 4000

 

Matthew Coakes / Evgeni Jordanov


 

Instinctif Partners (PR Adviser)

  020 7457 2020

Tim Linacre / Guy Scarborough

SMS@instinctif.com




 

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