REG - 1Spatial Plc - Form 8 - 1Spatial plc

1SpatialAnnouncement

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RNS Number : 8358L  1Spatial Plc  17 December 2025

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:                                                     1Spatial plc
 (b) Owner or controller of interests and short positions disclosed, if          N/A
 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.
 (c) Name of offeror/offeree in relation to whose relevant securities this form  1Spatial plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                Offeree
 (e) Date position held:                                                         12 December 2025

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          N/A
 disclosures in respect of any other party to the offer?

      If it is a cash offer or possible cash offer, state "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:                                          Ordinary shares of £0.10 each

                                                                      Interests           Short positions

                                                                      Number    %         Number    %
 (1) Relevant securities owned and/or controlled:                     NIL       -         NIL       -
 (2) Cash-settled derivatives:                                        NIL       -         NIL       -

 (3) Stock-settled derivatives (including options) and agreements to  NIL       -         NIL       -
 purchase/sell:
                                                                      NIL       -         NIL       -

      TOTAL:

 

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:   N/A
 Details, including nature of the rights concerned and relevant percentages:  N/A

 

 

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:

 (a)  Ordinary shares in 1Spatial plc held by the directors of 1Spatial plc
 and their close relatives and related trusts:

Name of Director  Number of 1Spatial plc ordinary shares of £0.10 each   Percentage of total issued 1Spatial plc ordinary share capital
 Andrew Roberts    586,190                                                0.52%
 Claire Milverton  764,125                                                0.68%
 Stuart Ritchie    28,950                                                 0.02%
 Francis Small     13,294                                                 0.01%
 Peter Massey      91,813                                                 0.08%

 

 (b)  Interests in 1Spatial plc held as options or awards under the share
 plans of 1Spatial plc by the directors of 1Spatial plc and their close
 relatives and related trusts

Name of Director  Share plan                         Number of ordinary shares under option / award  Exercise price (pence)  Date of grant  Vesting date  Lapse date
 Claire Milverton  2018 1Spatial employee share plan  494,526                                         NIL                     4 Sept 2018    23 Jun 2022   N/A
          446,875                                                                            NIL                     6 Nov 2020     5 Aug 2024    N/A
          769,793                                                                            46.5                    4 Sept 2018    4 Sept 2022   N/A
          25,000                                                                             26.5                    6 Nov 2020     6 Nov 2024    N/A
          180,000                                                                            NIL                     11 Dec 2025    31 Jan 2029   31 Jan 2029
 Stuart Ritchie    2018 1Spatial employee share plan  300,000                                         NIL                     13 Mar 2024    31 Jan 2027   31 Jan 2027
          130,000                                                                            NIL                     11 Dec 2025    31 Jan 2029   31 Jan 2029

 

 (c)  Ordinary shares in 1Spatial plc held by other persons presumed to be
 acting in concert with 1Spatial plc:

Name of person presumed to be acting in concert with 1Spatial plc  Number of 1Spatial plc ordinary shares of £0.10 each   Percentage of total issued 1Spatial plc ordinary share capital ((1))
 N/A                                                                N/A                                                    N/A

 

 

(b)  Interests in 1Spatial plc held as options or awards under the share
plans of 1Spatial plc by the directors of 1Spatial plc and their close
relatives and related trusts

 

 Name of Director  Share plan                         Number of ordinary shares under option / award  Exercise price (pence)  Date of grant  Vesting date  Lapse date
 Claire Milverton  2018 1Spatial employee share plan  494,526                                         NIL                     4 Sept 2018    23 Jun 2022   N/A
                   446,875                                                                            NIL                     6 Nov 2020     5 Aug 2024    N/A
                   769,793                                                                            46.5                    4 Sept 2018    4 Sept 2022   N/A
                   25,000                                                                             26.5                    6 Nov 2020     6 Nov 2024    N/A
                   180,000                                                                            NIL                     11 Dec 2025    31 Jan 2029   31 Jan 2029
 Stuart Ritchie    2018 1Spatial employee share plan  300,000                                         NIL                     13 Mar 2024    31 Jan 2027   31 Jan 2027
                   130,000                                                                            NIL                     11 Dec 2025    31 Jan 2029   31 Jan 2029

 

(c)  Ordinary shares in 1Spatial plc held by other persons presumed to be
acting in concert with 1Spatial plc:

 

 Name of person presumed to be acting in concert with 1Spatial plc  Number of 1Spatial plc ordinary shares of £0.10 each   Percentage of total issued 1Spatial plc ordinary share capital ((1))
 N/A                                                                N/A                                                    N/A

 

 

 

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:  17 December 2025
 Contact name:        Stuart Ritchie
 Telephone number:    +44 (0)1223 420 414

 

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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