Sign In Solutions Inc. made a proposal to acquire Smartspace Software plc (AIM:SMRT) from the group of shareholders for £27.8 million on January 22, 2024. The offer price per share for SmartSpace Share is £0.9 in cash. The Offer Price values the entire issued and to be issued share capital of SmartSpace at approximately £28.35 million. Sign In Solutions Inc. reached an agreement to acquire Smartspace Software plc (AIM:SMRT) from the group of shareholders on March 14, 2024. The Possible Offer is subject to the satisfaction or waiver of a number of customary pre-conditions, including satisfactory completion of due diligence. As of February 19, 2024, SmartSpace announced the extension of the deadline under Rule 2.6(c) of the Code until March 18, 2024 to provide SIS sufficient time to complete its due diligence workstreams. As of March 18, 2024, Bhavesh Patel disposed 0.15 million shares, the letter now represents 1.81 milion shares (6.27% of issued share capital). In total, SIS received letters of intent representing 13.57 million SmartSpace Shares (46.89%). As of March 25, 2024, Sign In Solutions received irrevocable undertakings or letters of intent in respect of, in aggregate, 13,419,780 SmartSpace Shares representing approximately 46.37% stake in Smartspace. As of March 27, 2024, Sign In Solutions received irrevocable undertakings or letters of intent in respect of, in aggregate, 13,728,662 SmartSpace Shares representing approximately 47.44% stake in Smartspace. As of April 9, 2024, SIS and Bidco have received irrevocable undertakings or letters of intent with respect to, in aggregate, 11,823,571 SmartSpace Shares representing approximately 40.85 per cent. of the issued share capital of SmartSpace as at the Latest Practicable Date (and 40.21 per cent. of the issued share capital of SmartSpace excluding the 310,640 SmartSpace Shares beneficially held by the Executive Directors, which will not be voted at the Court Meeting). As on April 18, 2024, the requisite majority in number of the Scheme Shareholders who voted (either in person or by proxy) representing not less than 75 per cent. in value of the Scheme Shares held by Scheme Shareholders who voted, voted to approve the Scheme at the Court Meeting; and the requisite majority of SmartSpace Shareholders voted to pass the special resolution at the General Meeting to approve the implementation of the Scheme and the adoption of amended articles of association for SmartSpace, and accordingly the Scheme was approved. Scheme Sanction Hearing is expected to take place at 11.30am on April 26, 2024 at 7 Rolls Building, Fetter Lane, London EC4A 1NL and Long stop date will be on July 15, 2024. As of April 26, 2024, SmartSpace is pleased to announce that the High Court of Justice in England and Wales has sanctioned the Scheme. All Conditions to the Acquisition have now been satisfied or waived other than the delivery of a copy of the Scheme Court Order to the Registrar of Companies, which is expected to take place on May 1, 2024.

Adam James and Harry Rees of Canaccord Genuity Limited acted as financial advisor to Smartspace Software plc. Stuart Vincent, Alex Penny and Joe Boyd-Morritt acted as financial advisor to Sign In Solutions. David Gail, Alexis Brown-Reilly and Jeffrey Perry of Weil, Gotshal & Manges LLP acted as legal advisor to Sign In Solutions Inc. Murray Cox, Kevin Donegan, Mark Taylor, Nicholas Barnabo, Rosalind Meehan, Laura Murray, Sarah Flaherty, Lewis Blakey, Barry Fishley, Oliver Walker, and Neil Rigby of Weil, Gotshal & Manges (London) Llp acted as legal advisor to Sign In Solutions Inc.

Sign In Solutions Inc. completed the acquisition of Smartspace Software plc (AIM:SMRT) from the group of shareholders on May 1, 2024. Scheme Shareholders on the register of members of the Company at the Scheme Record Time on April 30, 2024, will be entitled to receive £0.9 in cash for each Scheme Share held at the Scheme Record Time. The latest date for the dispatch of cheques to SmartSpace Shareholders and settlement through CREST for cash consideration due under the Scheme is May 15, 2024. Additionally, as set out in the Scheme Document, as the Scheme has now become Effective, each of the executive and non-executive directors of SmartSpace have resigned as directors of SmartSpace with effect from on May 2, 2024.