REG - 1Spatial Plc Enables IT Group PLC - Recommended Offer for Enables IT Group PLC <Origin Href="QuoteRef">EITE.L</Origin> <Origin Href="QuoteRef">SPA.L</Origin> - Part 2
16/07/2015 11:29
- Part 2: For the preceding part double click ID:nRSR4968Qa
Marcus Yeoman - Non Executive Director
Marcus Yeoman has 20 years' experience as a director of small companies. He is
currently non-executive chairman of both 1Spatial and Enables IT, Guscio PLC,
Storyboard PLC and Reach4Entertainment Enterprises PLC, as well as holding
directorships of a number of private companies which have engaged him
principally to assist them with their growth strategies.
His early career started with the formation of three companies in IT
infrastructure and distribution, after which he moved into small company
broking and corporate work with Rathbone Stockbrokers Limited and Cheviot
Capital (Nominees) Limited. Since 2003, he has been acting as a consultant or
non-executive director to smaller companies in the high growth sector. He has
also assisted a number of quoted companies with M&A work.
10. Enables IT Options
All outstanding Enables IT Options have exercise prices greater than the Offer
Price and consequently, 1Spatial does not intend to make proposals to the
Enables IT Optionholders in connection with their Enables IT Options.
11. Irrevocable Undertakings
1Spatial has received irrevocable undertakings from each of the Enables IT
Directors to vote or procure the vote in favour of the Resolutions in respect
of their entire legal and/or beneficial holdings of Enables IT Shares
amounting, in aggregate, to 4,836,453 Enables IT Shares (representing
approximately 17.73 per cent. of the existing issued ordinary share capital of
Enables IT).
1Spatial has also received an irrevocable undertaking from Erica Walliss, wife
of Michael Walliss, to vote or procure the vote in favour of the Resolutions
in respect of her entire beneficial holding of Enables IT Shares amounting to
3,212,562 Enables IT Shares (representing approximately 11.77 per cent. of the
existing issued ordinary share capital of Enables IT) (or, if the Offer is to
be implemented by way of a contractual takeover offer, to accept or procure
the acceptance of such offer).
The irrevocable undertakings given by the Enables IT Directors and Erica
Walliss remain binding in all circumstances, including if a higher competing
offer is announced, unless the Scheme lapses or is withdrawn.
1Spatial has also received irrevocable undertakings from Hargreave Hale
Limited to vote or procure the vote in favour of the Resolutions in respect of
their entire legal and/or beneficial holdings of Enables IT Shares amounting
to, in aggregate, 3,620,370 Enables IT Shares (representing approximately
13.27 per cent. of the existing issued ordinary share capital of Enables IT)
(or, if the Offer is to be implemented by way of a contractual takeover offer
to accept or procure acceptance of such offer).
Such irrevocable undertakings will cease to be binding in the event that there
is a competing offer which values the Enables IT Shares at more than 10 per
cent. higher than the value under the Scheme and the offer is not matched by
1Spatial within the normal time limits in the Code.
In aggregate, irrevocable undertakings have been received amounting to
approximately 42.77 per cent. of the existing issued ordinary share capital of
Enables IT. Further details of these irrevocable undertakings are set out in
Appendix 3 to this announcement.
12. Scheme process
It is intended that the Offer will be effected by means of a Court-approved
scheme of arrangement between Enables IT and the Scheme Shareholders under
Part 26 of the Act (although 1Spatial reserves, with the consent of the
Takeover Panel, the right to elect to effect the Offer by way of a contractual
takeover offer).
The purpose of the Scheme is to enable 1Spatial to become the owner of the
entire issued and to be issued share capital of Enables IT. The procedure
involves an application by Enables IT to the Court to sanction the Scheme at
the Scheme Court Hearing in consideration for which the Scheme Shareholders
will, under the terms of the Scheme, receive the New 1Spatial Shares. The
Scheme provides that, if it becomes effective, all of the Scheme Shares will
be transferred to 1Spatial in consideration for the issue of the New 1Spatial
Shares to the Scheme Shareholders.
The Scheme requires the approval of a majority in number of the Scheme
Shareholders representing at least 75 per cent. in value of the Scheme Shares
held by the Scheme Shareholders present and voting (either in person or by
proxy) at the Court Meeting (voting at which shall be conducted by way of a
poll).
Enables IT is seeking approval for an amendment to the Articles in connection
with the Scheme at the General Meeting. The proposed amendment to the
Articles requires the approval by Enables IT Shareholders at the General
Meeting of the Special Resolution.
The Scheme also requires the sanction of the Court, as well as satisfaction
(or waiver, where applicable) of the other Conditions set out in this
announcement. The Scheme shall become fully effective in accordance with its
terms as soon as an office copy of the Scheme Court Order has been delivered
to the Registrar of Companies of England and Wales.
If the Scheme becomes effective, it will be binding on all Scheme
Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting or the General Meeting or whether they voted against the
Scheme.
The Meetings
Before the Court's approval can be sought to sanction the Scheme, the Scheme
will require approval by the Scheme Shareholders at the Court Meeting and the
passing of the Special Resolution by Enables IT Shareholders at the General
Meeting.
The relevant holders of Scheme Shares whose names appear on the register of
members of Enables IT on the Voting Record Time shall be entitled to attend
and vote at the Court Meeting and the General Meeting or, if the Court Meeting
or the General Meeting is adjourned or postponed by more than 48 hours, then
the relevant holders of Scheme Shares whose names appear on the register of
members of Enables IT at 6.00 p.m. on the date two Business Days prior to the
adjourned or postponed meeting shall be so entitled.
The Court Meeting
The Court Meeting will be held at the direction of the Court to seek the
approval of Scheme Shareholders for the Scheme. Voting at the Court Meeting
will be by way of a poll and each Relevant Shareholder present in person or by
proxy will be entitled to one vote for each Scheme Share held.
In order to become effective the Scheme must be approved at the Court Meeting
(at which voting will be conducted by way of a poll) by the passing of a
resolution by a majority in number of the Scheme Shareholders, present and
voting, either in person or by proxy, at such meeting, representing not less
than 75 per cent. in value of the Scheme Shares held by such Scheme
Shareholders.
General Meeting
The General Meeting will be convened to consider and, if thought fit, pass the
Special Resolution (which requires votes in favour representing not less than
75 per cent. of the votes attached to Enables IT Shares voted at the General
Meeting) to approve:
(i) the authorising of the Enables IT Directors to take all such
actions as are necessary for implementing the Scheme including the giving of
authority to the Enables IT Directors pursuant to section 551 of the Act; and
(ii) certain alterations to the Articles to ensure that any Enables IT
Shares issued on or prior to the Scheme Record Time to holders of Options
under the Enables IT Share Schemes will be subject to the Scheme and to
provide that any Enables IT Shares issued to any person other than 1Spatial
(and / or its nominees) after the Scheme Record Time will be automatically
transferred to 1Spatial in exchange for New 1Spatial Shares on the same terms
as the Scheme. These amendments will avoid any person other than 1Spatial
holding Enables IT Shares immediately following the Effective Date.
Sanction of the Scheme
The implementation of the Scheme can only take place if all the Conditions
have been satisfied (or, where applicable, waived). Assuming the satisfaction
(or, where applicable, waiver) of the Conditions, the Scheme will become
effective in accordance with its terms on the delivery to the Registrar of
Companies in England and Wales by Enables IT of the Scheme Court Order. Once
the Scheme becomes effective, it will be binding on all Scheme Shareholders
irrespective of whether or not they attended or voted at the Court Meeting or
the General Meeting or whether they voted against the Scheme.
Cancellation of admission to trading on AIM of Enables IT Shares
Prior to the Scheme becoming effective, application will be made to the London
Stock Exchange for the admission to trading on AIM of the Enables IT Shares to
be cancelled. If the Scheme becomes effective, the Scheme Shares will be
transferred to 1Spatial fully paid and free from all liens, equitable
interests, charges, encumbrances and other third party rights of any nature
whatsoever and together with all rights attaching to them, including the right
to receive and retain all dividends and distributions (if any) declared, made
or payable after the Effective Date. Enables IT will not declare, make or pay
any dividends or distributions from the date of this announcement until the
Effective Date.
If the Scheme becomes effective, Enables IT will become a wholly owned
subsidiary of 1Spatial. 1Spatial intends to re-register Enables IT as a
private company under the relevant provisions of the Act as soon as
practicable after cancellation of trading of the Enables IT Shares on AIM.
1Spatial reserves the right to switch from implementing the Offer by means of
a scheme of arrangement under Part 26 of the Act to a contractual takeover
offer, in accordance with paragraph 8 of Appendix 7 of the Code, with the
consent of the Panel.
13. Conditions to the Offer and implementation of the Scheme
The Conditions to the Offer are set out in full in Appendix 1 of this
announcement. In summary, the implementation of the Scheme is conditional,
amongst other things, upon:
- the approvals of the Enables IT Shareholders to the Resolutions
at the General Meeting;
- the sanction of the Court;
- the Scheme becoming effective by no later than 31 December 2015
or such later date as Enables IT and 1Spatial may agree with (where
applicable) the consent of the Panel and the approval of the Court (if
required), failing which the Scheme will lapse; and
- acknowledgement by the London Stock Exchange that the New
1Spatial Shares will be admitted to trading on AIM.
14. Expected timetable
Further details of the Scheme will be contained in the Scheme Document which
will be sent to Enables IT Shareholders as soon as practicable and in any
event within 28 days of this announcement unless otherwise agreed with the
Panel.
Further details on the timetable for implementation of the Scheme will be set
out in the Scheme Document, which will also include the notices of the Court
Meeting and the General Meeting and specify the necessary actions required to
be taken by Enables IT Shareholders.
15. Offer related arrangements
On 2 June 2015, Enables IT and 1Spatial entered into a confidentiality
agreement in a customary form in relation to the Offer, pursuant to which they
each undertook, subject to certain exceptions, to keep information relating to
Enables IT and 1Spatial confidential and not to disclose it to third parties.
Unless terminated earlier, the confidentiality obligations remain in force
until the Scheme becomes effective or, failing that, 2 June 2018.
16. Interests in Enables IT Shares
Except as disclosed below, and save for the irrevocable undertakings referred
to in paragraph 11above, as at the Close of Business on 17 June 2015, being
the latest practicable date prior to the date of this announcement, neither
1Spatial nor any of the 1Spatial Directors nor, so far as 1Spatial or the
1Spatial Directors are aware, any person acting in concert with 1Spatial for
the purposes of the Scheme, has an interest in or right to subscribe for, or
has any arrangement in relation to, Enables IT Shares or securities
convertible or exchangeable into Enables IT Shares, or has borrowed or lent or
has any short position in relation to relevant securities of Enables IT,
whether such short position is conditional or absolute and whether in the
money or otherwise, (including any short position under a derivative, any
agreement to sell or any delivery obligation or right to require another
person to purchase or take delivery of the relevant securities). For these
purposes, "arrangement" includes any indemnity or option arrangement, any
agreement or understanding, formal or informal, of whatever nature, relating
to Enables IT Shares which may be an inducement to deal or refrain from
dealing in such shares:
Party Number of Enables IT shares % of existing issued ordinary share capital of Enables IT Nature of Interest
Marcus Hanke 401,111 1.47 111,111 Enables IT Shares held directly and 290,000 Enables IT Shares held via Investor Nominees Limited
Marcus Yeoman 246,978 0.91 Held via Dartington Portfolio Nominees Limited (for Springtime Consultants Limited)
17. Documents
Copies of the following documents will be available on 1Spatial's and Enables
IT's websites, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, at www.1spatial.com and www.enablesit.com,
respectively, by no later than noon on 18 June 2015:
(a) the irrevocable undertakings referred to in paragraph 11; and
(b) a copy of this announcement.
The content of the websites referred to in this announcement are not
incorporated into, and do not form part of, this announcement.
18. General
1Spatial has also reserved the right to elect to implement the Offer by way of
a takeover offer. In such event, the Takeover Offer will be implemented on
substantially the same terms as those which would apply to the Scheme (subject
to appropriate amendments, including (without limitation), and if agreed with
the Panel, the inclusion of an acceptance condition set at 90 per cent. of the
shares to which such offer relates or such lesser percentage, being more than
50 per cent., as 1Spatial may decide).
If the Offer is effected by way of the Takeover Offer, it is anticipated that
the cancellation of trading in Enables IT's shares on AIM will take effect no
earlier than 20 Business Days following the date on which such Takeover Offer
becomes or is declared unconditional in all respects, provided 1Spatial has
obtained 75 per cent. or more of the voting rights of Enables IT. Delisting
would significantly reduce the liquidity and marketability of any Enables IT
Shares not assented to the Takeover Offer at that time.
If the Offer is effected by way of the Takeover Offer and such offer becomes
or is declared unconditional in all respects, and 1Spatial receives
acceptances under the offer in respect of, or otherwise acquires, 90 per cent.
or more of the shares to which the offer relates, 1Spatial intends to exercise
its rights pursuant to sections 974 to 991 of the 2006 Act to acquire
compulsorily the remaining Scheme Shares in respect of which such Takeover
Offer has not been accepted.
The availability of any such Takeover Offer to persons not resident in the
United Kingdom may be affected by the laws of the relevant jurisdictions. Such
persons should inform themselves about, and observe any, applicable
requirements.
Enquiries:
For further information contact:
1Spatial
Marcus Hanke / Claire Milverton
020 3427 5004
Enables IT
Michael Walliss
01372 541 984
N+1 Singer (Financial adviser to 1Spatial)
Shaun Dobson / Lauren Kettle
020 7496 3000
Cairn Financial Advisers (Rule 3 adviser to Enables IT)
Tony Rawlinson / Emma Earl / Carolyn Sansom
020 7148 7900
APPENDIX 1
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
1) The Offer is conditional upon the Scheme becoming unconditional and
becoming effective, subject to the Takeover Code, by no later than 31 December
2015 (the "Long Stop Date") or such later date (if any) as 1Spatial and
Enables IT may, with the consent of the Panel, agree and (if required) the
Court may approve.
2) The Scheme is conditional upon satisfaction of the following
Conditions:
(a) approval of the Scheme by a majority in number of the Scheme
Shareholders entitled to vote and present and voting, either in person or by
proxy, at the Court Meeting or at any reconvened Court Meeting following an
adjournment, representing not less than 75 per cent. in value of the Scheme
Shares so voted;
(b) all resolutions in connection with or required to approve and
implement the Scheme as set out in the notice of the General Meeting
(including, without limitation, the Special Resolution) being duly passed by
the requisite majority at the General Meeting; and
(c) the sanction of the Scheme by the Court (without modification or with
modification as agreed by 1Spatial and Enables IT) and the delivery of the
Scheme Court Order to the Registrar of Companies in England and Wales.
3) In addition, the Offer is conditional on the following Conditions
and, accordingly, the necessary actions to make the Scheme effective shall not
be taken unless the following Conditions have been satisfied or (where
applicable) waived:
(a) the London Stock Exchange having acknowledged to 1Spatial or its
agent (and such confirmation not having been withdrawn) that the New 1Spatial
Shares will be admitted to trading on AIM;
(b) no government or governmental, quasi-governmental, supranational,
statutory, administrative or regulatory body, authority, court, trade agency,
professional body, association, institution, environmental body or other body
or person whatsoever in any jurisdiction (each a "Relevant Authority") having
decided to take, institute, implement or threaten, and there not continuing to
be outstanding, any action, proceedings, suit, investigation, enquiry or
reference, or made, proposed or enacted any statute, regulation, order or
decision, or taken any other steps, that would or might (in a manner or to an
extent which is material in the context of the 1Spatial Plc Group or the
Enables IT Group as the case may be):
(i) make the Scheme or the acquisition or the proposed acquisition of
any Enables IT Shares or other securities in, or control or management of,
Enables IT or any other member of the Enables IT Group or the carrying on by
any member of the Enables IT Group of its business void, unenforceable or
illegal or directly or indirectly restrict, prohibit, delay or otherwise
interfere with the implementation of, or impose additional conditions or
obligations with respect to, or otherwise challenge, the Scheme or the
acquisition or the proposed acquisition of any Enables IT Shares or other
securities in, or control or management of, Enables IT or any other member of
the Enables IT Group or the carrying on by any member of the Enables IT Group
of its business;
(ii) require, prevent or delay a divestiture by any member of the Wider
1Spatial Group of any Enables IT Shares;
(iii) require, prevent or delay the divestiture or alter the terms of any
proposed divestiture by any member of the Wider 1Spatial Group or by any
member of the Wider Enables IT Group of all or any part of their respective
businesses, assets or property or impose any limitation on the ability of any
of them to conduct all or any portion of their respective businesses or to own
all or any portion of their respective assets or property;
(iv) impose any limitation on or result in a delay in the ability of any
member of the Wider 1Spatial Group or of any member of the Wider Enables IT
Group to acquire or hold or to exercise effectively, directly or indirectly,
all or any rights of ownership in respect of shares or loans or securities
convertible into shares or the equivalent in the Wider 1Spatial Group or of
any member of the Wider Enables IT Group respectively or to exercise
management control over any such member;
(v) require any member of the 1Spatial Plc Group or any member of the
Wider Enables IT Group to offer to acquire directly or indirectly any shares
or other securities in any member of the Wider Enables IT Group owned by any
third party;
(vi) affect adversely the assets, business, profits, financial or trading
position or prospects of any member of the Wider 1Spatial Group or any member
of the Wider Enables IT Group to an extent which is material in the context
respectively of the Wider Enables IT Group or the Wider 1Spatial Group;
(vii) result in any member of the Wider Enables IT Group or any member of
the Wider 1Spatial Group ceasing to be able to carry on business under any
name under which it presently carries on business;
(viii) otherwise, directly or indirectly, materially prevent or prohibit,
restrict, restrain or delay or otherwise to a material extent interfere with
the implementation of, or impose material additional conditions or obligations
with respect to, or otherwise materially challenge, impede, interfere or
require material amendment of, the Scheme or the acquisition or proposed
acquisition of any shares or other securities in, or control or management of,
Enables IT or any member of the Enables IT Group; or
(ix) impose any material limitation on the ability of any member of the
Wider 1Spatial Group or of any member of the Wider Enables IT Group to
conduct, integrate or co-ordinate all or any part of its business with all or
any part of the business of any other member of the Wider 1Spatial Group
and/or the Wider Enables IT Group to an extent which is material in the
context respectively of the Wider Enables IT Group or the Wider 1Spatial
Group,
and all applicable waiting and other time periods during which any such
Relevant Authority could decide to take, implement, threaten or institute any
such action, proceedings, suit, investigation, enquiry or reference under the
laws of any jurisdiction having expired, lapsed or been terminated;
(c) all necessary filings, notifications or applications having been
made, all applicable waiting periods (including any extensions thereof) under
any applicable legislation or regulations of any jurisdiction having expired,
lapsed or been terminated and all statutory or regulatory obligations in any
relevant jurisdiction having been complied with or obtained, in each case in
respect of the Scheme or the acquisition or the proposed acquisition of any
Enables IT Shares or other securities in, or control or management of, Enables
IT or any other member of the Enables IT Group or the carrying on by any
member of the Enables IT Group of its business;
(d) all authorisations, orders, grants, recognitions, confirmations,
consents, clearances, licences, permissions, exemptions and approvals
("Authorisations") necessary or appropriate or required for or in respect of
the Scheme or the acquisition or the proposed acquisition of any Enables IT
Shares or other securities in, or control or management of, Enables IT or any
other member of the Enables IT Group or to carry on the business of any member
of the Enables IT Group or 1Spatial having been obtained, in terms and in a
form satisfactory to 1Spatial, from all appropriate Relevant Authorities and
from any persons or bodies with whom any member of the Enables IT Group or
1Spatial has entered into contractual arrangements and all such Authorisations
remaining in full force and effect and there being no notice or intimation of
any intention to revoke, suspend, restrict, modify or not to renew any of the
same and all necessary statutory or regulatory obligations in any jurisdiction
having been complied with;
(e) save as Disclosed to 1Spatial, there being no provision of any
agreement, arrangement, licence, permit or other instrument to which any
member of the Enables IT Group is a party or by or to which any such member or
any of its assets is or are or may be bound, entitled or subject and which, in
consequence of the Scheme or the Offer or the acquisition or proposed
acquisition of any Enables IT Shares or other securities in, or control or
management of, Enables IT or any other member of the Enables IT Group, or the
issuance or proposed issuance of New 1Spatial Shares to Scheme Shareholders,
or otherwise, could or might result in, or might reasonably be expected to
result in:
(i) any monies borrowed by, or any other indebtedness (actual or
contingent) of any such member of the Enables IT Group, which is material in
the context of the Enables IT Group, being or becoming repayable or capable of
being declared repayable immediately or earlier than the repayment date stated
in such agreement, arrangement, licence, permit or other instrument, or the
ability of any such member to borrow monies or incur any indebtedness being
withdrawn or inhibited or becoming capable of being withdrawn or inhibited;
(ii) the interests or business of any member of the Enables IT Group in
or with any other person, firm, company or body (or any arrangements relating
to such interests or business) being terminated, modified or adversely
affected, which is material in the context of the Enables IT Group;
(iii) any material assets of any member of the Enables IT Group being or
falling to be disposed of or charged in any manner howsoever or any right
arising under which any such asset or interest could be required to be
disposed of or charged in any manner howsoever;
(iv) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property, assets or
interests of any member of the Wider Enables IT Group or any such mortgage,
charge or other security interest (whenever created, arising or having arisen)
becoming enforceable;
(v) any such agreement, arrangement, licence, permit or other instrument,
or the rights, liabilities, obligations or interests of any member of the
Enables IT Group thereunder, being, or becoming capable of being, terminated
or adversely modified or adversely affected or any obligation or liability
arising or any adverse action being taken or arising thereunder, which is
material in the context of the Enables IT Group;
(vi) any liability of any member of the Enables IT Group to make any
severance, termination, bonus or other payment to any of its directors or
other officers, which is material in the context of the Enables IT Group;
(vii) the rights, liabilities, obligations, interests or business of any
member of the Enables IT Group under any such arrangement, agreement, licence,
permit, lease or instrument or the interests or business of any member of the
Enables IT Group in or with any other person or body or firm or company (or
any arrangement or arrangement relating to any such interests or business)
being or becoming capable of being terminated, or adversely modified or
affected in a manner that is materially adverse to the Enables IT Group as a
whole;
(viii) any member of the Enables IT Group ceasing to be able to carry on
business under any name under which it presently carries on business;
(ix) the value of, or the financial or trading position or prospects of,
any member of the Enables IT Group being prejudiced or adversely affected,
which is material in the context of the Enables IT Group; or
(x) the creation or acceleration of any liability (actual or contingent)
by any member of the Enables IT Group other than trade creditors or other
liabilities incurred in the ordinary course of business,
and no event having occurred which, under any provision of any such agreement,
arrangement, licence, permit or other instrument to which any member of the
Enables IT Group is a party or by or to which any such member or any of its
assets are bound, entitled or subject, would or might reasonably be expected
to result in any of the events or circumstances as are referred to in
Conditions 3(d)(i) to (x);
(f) no member of the Enables IT Group having since 30 September 2014,
save as Disclosed to 1Spatial:
(i) issued or agreed to issue, or authorised or proposed or announced
its intention to authorise or propose the issue of, additional shares of any
class, or securities or securities convertible into, or exchangeable for, or
rights, warrants or options to subscribe for or acquire, any such shares,
securities or convertible securities or transferred or sold, or agreed to
transfer or sell or authorised or proposed the transfer or sale of, Enables IT
Shares out of treasury;
(ii) recommended, declared, paid or made or proposed to declare, pay or
make any bonus issue, dividend or other distribution in respect of the share
capital of Enables IT;
(iii) merged with any body corporate or implemented, effected, authorised,
proposed or announced any intention to implement, effect, authorise or propose
any merger, demerger, reconstruction, amalgamation, partnership, joint
venture, scheme, commitment, acquisition, disposal, transfer, mortgage or
charge of or granting of any security over assets or shares or loan capital
(or the equivalent thereof) in any undertaking or undertakings;
(iv) purchased or redeemed or repaid any of its own shares or other
securities or reduced or made any other change to any part of its share
capital;
(v) issued, authorised or proposed or announced an intention to authorise
or propose the issue of any debentures or made any change in or to the terms
of any debentures or incurred or increased any indebtedness or become subject
to any contingent liability which is material in the context of the Enables IT
Group taken as a whole;
(vi) entered into, varied or authorised any contract, arrangement,
agreement, transaction or commitment (whether in respect of capital
expenditure or otherwise) which is of a long term, unusual or onerous nature
or magnitude or which is or could reasonably be expected to be materially
restrictive or onerous on the business of any member of the Enables IT Group
and which is material in the context of the Enables IT Group taken as a
whole;
(vii) entered into or varied the terms of, or made any offer (which
remains open for acceptance) to enter into or vary the terms of any contract,
service agreement, commitment or arrangement with any director or senior
executive of any member of the Wider Enables IT Group;
(viii) proposed, agreed to provide or modified the terms of any share
option scheme, incentive scheme or other benefit (including in relation to any
personal defined contribution or defined benefit pension scheme) relating to
the employment or termination of employment of any employee of the Enables IT
Group;
(ix) been unable, or admitted in writing that it is unable, to pay its
debts or commenced negotiations with one or more of its creditors with a view
to rescheduling or restructuring any of its indebtedness, or having stopped or
suspended (or threatened to stop or suspend) payment of its debts generally or
ceased or threatened to cease carrying on all or a substantial part of its
business;
(x) taken or proposed any steps, corporate action or had any legal
proceedings instituted or threatened against it in relation to the suspension
of payments, a moratorium of any indebtedness, its winding-up (voluntary or
otherwise), dissolution, reorganisation or for the appointment of a receiver,
administrator, manager, administrative receiver, trustee or similar officer of
all or any material part of its assets or revenues or any analogous or
equivalent steps or proceedings in any jurisdiction or appointed any analogous
person in any jurisdiction or had any such person appointed;
(xi) (other than in connection with the Scheme) made any alteration to its
memorandum or articles of association;
(xii) waived or compromised or settled any claim in respect of the Enables
IT Group which is material in the context of the Enables IT Group taken as a
whole; or
(xiii) entered into any contract, commitment or agreement to, or passed any
resolution with respect to, or announced any intention to, or to propose to,
effect any of the transactions or events referred to in this paragraph;
(g) since 30 September 2014, and save as Disclosed to 1Spatial:
(i) no adverse change and no circumstance having arisen which would or
might reasonably be expected to result in any adverse change in the business,
assets, financial or trading position or profits or prospects or operational
performance of any member of the Enables IT Group which in any such case is ,
or might reasonably be expected to be, material in the context of the Enables
IT Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the Enables IT Group is or may become a
party (whether as plaintiff, defendant or otherwise) having been threatened,
announced or instituted or remaining outstanding in respect of any member of
the Enables IT Group and which in any such case is likely to adversely affect
any member of the Enables IT Group to an extent which is, or might reasonably
be expected to be, material in the context of the Enables IT Group taken as a
whole;
(iii) no enquiry or investigation by, or complaint or reference to, any
Relevant Authority having been threatened, announced, implemented or
instituted by or against or remaining outstanding against or in respect of any
member of the Enables IT Group which is, or which might reasonably be expected
to be, material in the context of the Enables IT Group taken as a whole; or
(iv) no contingent or other liability having arisen or been incurred or
become apparent or increased which is, or might reasonably be expected to be,
material in the context of the Enables IT Group taken as a whole;
(h) save as Disclosed to 1Spatial, 1Spatial not having discovered:
(i) that any financial or business or other information concerning the
Wider Enables IT Group disclosed at any time, whether publicly or otherwise,
by or on behalf of any member of the Enables IT Group, to 1Spatial or its
advisers is misleading or contains a material misrepresentation of fact or
omits to state a fact necessary to make the information contained therein not
misleading which is, or might reasonably be expected to be, material in the
context of the Wider Enables IT Group taken as a whole;
(ii) that any partnership, company or other entity in which any member of
the Enables IT Group has an interest and which is not a subsidiary undertaking
of Enables IT is subject to any liability, contingent or otherwise, which is
or might reasonably be expected to be material in the context of the Enables
IT Group taken as a whole; or
(iii) any information which affects the import of any information
disclosed at any time by or on behalf of any member of the Enables IT Group to
an extent which is material in the context of the Enables IT Group taken as a
whole;
(iv) any past or present member of the Enables IT Group has not complied
with all applicable legislation or regulations of any jurisdiction or any
notice or requirement of any Relevant Authority or all contractual provisions
relating in each case to the protection of the environment or planning or
health and safety including those relating to the storage, carriage, disposal,
discharge, spillage or leak of waste or disposal or emission of any hazardous
substance or any substance likely to impair the environment or harm human
health which non compliance would be likely to give rise to any liability
(whether actual or contingent) on the part of any member of the Enables IT
Group or 1Spatial which is, or might reasonably be expected to be, material in
the context of the Enables IT Group taken as a whole or 1Spatial (as
appropriate);
(v) there has been a disposal, discharge, spillage or leak of waste or
disposal or emission of any hazardous substance or any substance likely to
impair the environment or harm human health on, or from, any land, or other
asset, owned, occupied, managed or made use of at any time by any past or
present member of the Enables IT Group, or in which any such member may now or
previously have had an interest, which would be likely to give rise to any
liability (whether actual or contingent) on the part of any member of the
Enables IT Group or the Wider 1Spatial Group which in any such case is, or
might reasonably be expected to be, material in the context of the Enables IT
Group taken as a whole;
(vi) there is or is likely to be any obligation or liability (whether
actual or contingent) to make good, repair, re-instate or clean up any
property now or previously owned, occupied or made use of by any past or
present member of the Enables IT Group or in which any such member may now or
previously have had an interest under any environmental legislation or
regulation or notice, circular or order of any Relevant Authority in any
jurisdiction which in any such case is, or might reasonably be expected to be,
material in the context of the Enables IT Group taken as a whole; or
(vii) any member of the Enables IT Group or any person that performs or
has performed services for or on behalf of any such member is or has engaged
in any activity, practice or conduct which would constitute an offence under
the Bribery Act 2010 or any other applicable anti-corruption legislation.
(i) since 31 January 2015, and save as Disclosed to Enables IT:
(i) no adverse change and no circumstance having arisen which would or
might reasonably be expected to result in any adverse change in the business,
assets, financial or trading position or profits or prospects or operational
performance of any member of the 1Spatial Plc Group which in any such case is,
or might reasonably be expected to be, material in the context of the 1Spatial
Plc Group taken as a whole;
(ii) Enables IT not having discovered that any financial or business or
other information concerning the 1Spatial Plc Group disclosed at any time,
whether publicly or otherwise, by or on behalf of any member of the 1Spatial
Plc Group, to Enables IT or its advisers is misleading or contains a material
misrepresentation of fact or omits to state a fact necessary to make the
information contained therein not misleading which is, or might reasonably be
expected to be, material in the context of the Wider 1Spatial Group taken as a
whole;
(iii) Enables IT not having discovered any information which affects the
import of any information disclosed at any time by or on behalf of any member
of the 1Spatial Plc Group to an extent which is material in the context of the
1Spatial Plc Group taken as a whole.
(iv) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the 1Spatial Plc Group is or may become a
party (whether as plaintiff, defendant or otherwise) having been threatened,
announced or instituted or remaining outstanding in respect of any member of
the 1Spatial Plc Group and which in any such case is likely to adversely
affect any member of the 1Spatial Plc Group to an extent which is, or might
reasonably be expected to be, material in the context of the 1Spatial Plc
Group taken as a whole
(v) Enables IT not having discovered that any partnership, company or
other entity in which any member of the 1Spatial Plc Group has an interest and
which is not a subsidiary undertaking of 1Spatial is subject to any liability,
contingent or otherwise, which is or might reasonably be expected to be
material in the context of the 1Spatial Plc Group taken as a whole.
Certain Further Terms of the Offer
1. If 1Spatial is required by the Panel to make an offer for Scheme
Shares under the provisions of Rule 9 of the Takeover Code, 1Spatial may make
such alterations to any of the above Conditions and terms of the Offer as are
necessary to comply with the provisions of that Rule.
2. Except with the consent of the Panel, the Offer will not proceed if:
(i) the European Commission initiates proceedings in respect of the
proposed acquisition of Enables IT by 1Spatial under Article 6(1)(c) of
Council Regulation (EEC) 4064/89 or makes a referral to a competent authority
of the United Kingdom under Article 9(1) of that regulation; or
(ii) there is a referral to the UK Competition and Markets Authority in
respect of the proposed acquisition of Enables IT by 1Spatial.
3. 1Spatial reserves the right to elect (subject to the consent of the
Panel) to implement the acquisition of the Scheme Shares by way of a
contractual offer as an alternative to the Scheme in accordance with paragraph
8 of Appendix 7 of the Takeover Code. In such event, the acquisition will be
implemented by 1Spatial and/or a wholly-owned subsidiary of 1Spatial on
substantially the same terms as those which would apply to the Scheme subject
to appropriate amendments, including (without limitation) an acceptance
condition set at such percentage of the shares to which such offer relates,
being more than 50 per cent., as 1Spatial may decide.
4. Conditions 3 (b) to (i) (inclusive) must be fulfilled or waived by no
later than 11.59 p.m. on the date immediately preceding the Scheme Court
Hearing, failing which the Scheme will lapse. To the extent permitted by law
and subject to the requirements of the Takeover Panel, 1Spatial reserves the
right to waive all or any of Conditions 3 (b) to (h) in whole or in part and
Enables IT reserves the right to waive all or any of Condition 3 (i) in whole
or in part. Neither 1Spatial nor Enables IT (as the case may be) shall be
under any obligation to waive or to treat as fulfilled any of Conditions 3 (b)
to (h) (inclusive) (in the case of 1Spatial) or 3(i) (in the case of Enables
IT) before 11.59 p.m. on the date immediately preceding the Scheme Court
Hearing, notwithstanding that the other Conditions of the Offer may at such
earlier date have been waived or fulfilled and that there are at such earlier
date no circumstances indicating that any of such Conditions may not be
capable of fulfilment.
5. In the event that the Offer is implemented by way of a contractual
offer, the Scheme Shares acquired under the offer shall be acquired fully paid
and free from all liens, equities, charges, encumbrances, options, rights of
pre-emption and any other third party rights and interests of any nature and
together with all rights attaching or accruing to them, including voting
rights and the right to receive and retain in full all dividends and other
distributions (if any) declared, made or paid on or after the date of this
announcement.
6. The availability of the Offer to persons not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions. Persons who
are not resident in the United Kingdom should inform themselves about and
observe any applicable requirements.
7. The availability of the New 1Spatial Shares to persons not resident
in the United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom should
inform themselves about and observe any applicable requirements.
8. The New 1Spatial Shares to be issued under the Scheme will be issued
credited as fully paid and will rank in full for all dividends and other
distributions, if any, declared, made or paid after the date of this
announcement and otherwise shall rank parri passu with the issued ordinary
shares in 1Spatial.
9. Fractions of New 1Spatial Shares will not be allotted or issued to
Scheme Shareholders but the entitlements of Scheme Shareholders will be
rounded down to the nearest whole number of New 1Spatial Shares.
10. The Offer Price is offered on the basis that Enables IT Shareholders
will not receive any further dividends beyond 18 June 2015. If any additional
dividend were to be declared, the Offer price would be adjusted downwards on
an equivalent basis.
11. The Offer is not being made, directly or indirectly, in, into or from,
or by use of the mails of, or by any means of instrumentality (including, but
not limited to, facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of, any jurisdiction where to do
so would violate the laws of that jurisdiction.
12. Under Rule 13.5 of the Takeover Code, 1Spatial may not invoke a
condition to the Offer so as to cause the Offer not to proceed, to lapse or to
be withdrawn unless the circumstances which give rise to the right to invoke
the condition are of material significance to 1Spatial in the context of the
Offer. The determination of whether or not such a condition can be invoked
would be determined by the Panel. The conditions contained in Conditions 1, 2
and 3(a) are not subject to this provision of the Takeover Code.
13. Under Rule 13.6 of the Takeover Code, Enables IT may not invoke or
cause or permit 1Spatial to invoke any condition to the Offer unless the
circumstances which give rise to the right to invoke the condition are of
material significance to the Enables IT Shareholders in the context of the
Offer. The determination of whether or not such a condition can be invoked
would be determined by the Panel. The conditions contained in Conditions 1, 2
and 3(a) are not subject to this provision of the Takeover Code.
14. The Offer is governed by the law of England and Wales and is subject
to the jurisdiction of the English courts and to the Conditions and further
terms set out in this announcement. The Scheme will be subject to the
applicable requirements of the Takeover Code, the Panel and the London Stock
Exchange (including the AIM Rules).
Definitions
"Disclosed to 1Spatial": (i) disclosed via a Regulatory Information Service at
or before 5.30 p.m. on 17 June 2015 by or on behalf of Enables IT; (ii) fairly
disclosed by or on behalf of Enables IT in documents made available to
1Spatial or its advisers at or before 5.30 p.m. on 17 June 2015; or (iii)
fairly disclosed in the annual report and accounts of Enables IT for the
financial year ended 30 September 2014;
"Disclosed to Enables IT" (i) disclosed via a Regulatory Information Service
at or before 5.30 p.m. on 17 June 2015 by or on behalf of 1Spatial; (ii)
fairly disclosed by or on behalf of 1Spatial in documents made available to
Enables IT or its advisers at or before 5.30 p.m. on 17 June 2015; or (iii)
fairly disclosed in the annual report and accounts of 1Spatial for the
financial year ended 31 January 2015;
"Wider Enables IT Group": Enables IT, its subsidiaries, subsidiary
undertakings and associated undertakings and any other body corporate,
partnership, joint venture or person in which Enables IT and such undertakings
(aggregating their interests) have a direct or indirect interest of 20 per
cent. or more of the voting or equity capital or equivalent;
"Wider 1Spatial Group": 1Spatial, its subsidiaries, subsidiary undertakings
and associated undertakings and any other body corporate, partnership, joint
venture or person in which 1Spatial and such undertakings (aggregating their
interests) have a direct or indirect interest of 20 per cent. or more of the
voting or equity capital or equivalent;
"subsidiary", "subsidiary undertaking", "associated undertaking" and
"undertaking" have the meanings given by the Act.
APPENDIX 2
SOURCES AND BASES OF INFORMATION
Unless otherwise stated in this announcement:
1. the value attributed to the fully diluted share capital of Enables IT is
based on 27,284,303 Enables IT Shares in issue as at 17 June 2015, being the
last practicable date prior to the publication of this announcement;
2. all prices for Enables IT Shares have been derived from and, unless
otherwise stated, represent Closing Prices on the relevant date(s);
3. all prices for 1Spatial Shares have been derived from and, unless
otherwise stated, represent Closing Prices on the relevant date(s);
4. all share prices expressed in pence or pounds Sterling have been rounded
to the nearest penny and all percentages have been rounded to one decimal
place;
5. unless otherwise stated, the financial information relating to 1Spatial
is extracted from the audited consolidated financial statements of 1Spatial
for the relevant years, prepared in accordance with IFRS; and
6. unless otherwise stated, the financial information relating to Enables IT
is extracted from the unaudited interim results for the six months ended 31
March 2015 or the audited consolidated financial statements of Enables IT for
the relevant years, prepared in accordance with IFRS.
APPENDIX 3
DETAILS OF IRREVOCABLE UNDERTAKINGS
1. Enables IT Directors
Name of Enables IT Director Number of Enables IT Shares Percentage of Enables IT issued share capital
Michael Walliss 4,418,816 16.20%
Erica Walliss (spouse of Michael Walliss) 3,212,562 11.77%
Mark Elliott 31,770 0.12%
Miles Johnson 138,889 0.51%
Marcus Yeoman 246,978 0.91%
Total 8,049,015 29.50%
The irrevocable undertakings given by the Enables IT Directors and Erica
Walliss remain binding in all circumstances, including if a higher competing
offer is announced, unless the Scheme lapses or is withdrawn.
2. Other Enables IT Shareholders
Name of Enables IT Shareholder Number of Enables IT Shares Percentage of Enables IT issued share capital
Hargreave Hale Limited 3,620,370 13.27%
Total 3,620,370 13.27%
Irrevocable undertakings given by Enables IT Shareholders will cease to be
binding in the event that there is a competing offer which values the Enables
IT Shares at more than 10 per cent. higher than the value under the Scheme and
the offer is not matched by 1Spatial within the normal time limits in the
Code.
APPENDIX 4
DEFINITIONS
The following definitions apply throughout this announcement unless the
context otherwise requires:
"Act" the Companies Act 2006;
"Admission" the admission to trading on AIM of the New 1Spatial Shares;
"AIM" the AIM market operated by the London Stock Exchange;
"AIM Rules" the Rules and Guidance notes for AIM Companies and their nominated advisers issued by the London Stock Exchange from time to time;
"Articles" the articles of association of Enables IT from time to time;
"Business Day" a day, not being a Saturday, Sunday or public holiday, on which the clearing banks in London are open for business;
"Cairn" Cairn Financial Advisers LLP, independent financial adviser for the purposes of Rule 3 of the Code;
"Close of Business" in respect of a Business Day, 6.00p.m. on that Business Day;
"Closing Price" as regards securities quoted on AIM, the closing middle market quotation of a share derived from AIM;
"Code", "Takeover Code" or "City Code" the City Code on Takeovers and Mergers issued by the Panel;
"Conditions" the "Conditions to the Implementation of the Scheme and Further Terms of the Offer" set out in this announcement and "Condition" means any one of them;
"Court" the High Court of Justice in England and Wales;
"Court Meeting" the meeting (and any adjournment thereof) convened with the permission of the Court pursuant to Part 26 of the Act to consider, and, if thought fit, approve the Scheme (with or without modification) and any adjournment thereof;
"Deferred Shares" the 3,932,839 deferred shares of £0.74 each in the capital of Enables IT;
"Effective Date" the date on which the Scheme Court Order is delivered to the Registrar of Companies in England and Wales;
"Enables IT" or the "Company" Enables IT Group plc, a company incorporated in England and Wales with company number 03895363;
"Enables IT Board" or "Enables IT Directors" the board of directors of Enables IT as at the date of this announcement;
"Enables IT Group" Enables IT, its subsidiaries and subsidiary undertakings;
"Enables IT Options" the 33,325 options over Enables IT Shares issued under the Enables IT Share Schemes;
"Enables IT Shareholders" holders of Enables IT Shares from time to time;
"Enables IT Shares" the existing 27,284,303 unconditionally allotted or issued and fully paid ordinary shares of £0.01 each in the capital of Enables IT and any further such shares of £0.01 each in the capital of Enables IT which are unconditionally allotted or issued before
the Scheme becomes effective;
"Enables IT Shares Schemes" the Enables IT Enterprise Management Incentive (EMI) Share Option Plan 2001 and the Enables IT Enterprise Management Incentive (EMI) Share Option Plan 2014;
"Enlarged Group" the 1Spatial Plc Group as enlarged by the recommended acquisition by 1Spatial of the Enables IT Group pursuant to the Scheme;
"Forms of Proxy" as the context may require, either or both of (i) the BLUE form of
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