SRT MARINE SYSTEMS PLC

Major Shareholding Notification • Dec 12, 2023

National Storage Mechanism | Additional information

RNS Number : 5464W

Smart Metering Systems PLC

12 December 2023

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Full name of discloser:	Smart Metering Systems plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	Smart Metering Systems plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	12 December 2023
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	N/A

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:
	Interests		Short positions
Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	Nil	Nil	Nil
(2) Cash-settled derivatives:	Nil	Nil	Nil	Nil
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	Nil	Nil	Nil
TOTAL:	Nil	Nil	Nil	Nil

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	None
Details, including nature of the rights concerned and relevant percentages:	None

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

Director Interests

Interests held by the directors of Smart Metering Systems plc, their close relatives and related trusts

Director	Number of Ordinary Shares held	Percentage of total issued share capital (%)
Tim Mortlock	72,228	0.05%
Gail Blain	2,717	0.00%
Miriam Greenwood	32,049	0.02%
Graeme Bissett	22,911	0.01%
Jamie Richards	8,611	0.00%
Ruth Leak	2,825	0.00%
Total	141,341	0.10%

Options over Ordinary Shares:

Name	Share Plan	Date of award	No. of ordinary shares under option	Exercise price (per share)	Vesting date
Tim Mortlock	SMS Long Term Incentive Plan ("SMS LTIP")	14 March 2023	93,635	NIL	75% of the SMS LTIP options vest on the 3rd anniversary of grant, with a further 12.5% on each of the fourth and fifth anniversaries. The holder must exercise the options within 10 years from the date of granting.
Tim Mortlock	SMS LTIP	7 July 2022	90,733	NIL
Tim Mortlock	SMS Unapproved Share Option Plan ("SMS USOP")	12 November 2014	133,250	350 pence	Options vest 5 years from granting and the holder must exercise the options within 10 years from the date of granting.
Tim Mortlock	SMS USOP	13 July 2018	309,334	700 pence
Tim Mortlock	SMS USOP	10 February 2021	250,000	705.4 pence
Gail Blain	SMS LTIP	14 March 2023	55,351	NIL	75% of the SMS LTIP options vest on the 3rd anniversary of grant, with a further 12.5% on each of the fourth and fifth anniversaries. The holder must exercise the options within 10 years from the date of granting.
Gail Blain	SMS USOP	26 September 2016	50,000	529 pence	Options vest 5 years from granting and the holder must exercise the options within 10 years from the date of granting.
Gail Blain	SMS USOP	13 July 2018	46,400	700 pence
Gail Blain	SMS USOP	10 February 2021	70,000	705.4 pence

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"
None

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"
None

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

###### Date of disclosure:	12 December 2023
###### Contact name:	Craig McGinn
###### Telephone number:	+44 (0)7966 390 279

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

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