REG - 1Spatial Plc - Rule 2.9 Announcement and Total Voting Rights

1SpatialAnnouncement

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RNS Number : 3415V  1Spatial Plc  04 March 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

 

4 March 2026

Rule 2.9 Announcement and Total Voting Rights

On 21 January 2026, the boards of VertiGIS Ltd ("VertiGIS") and 1Spatial plc
("1Spatial" or the "Company") announced that they had reached agreement on the
terms of a recommended cash offer pursuant to which VertiGIS will acquire the
entire issued and to be issued ordinary share capital of 1Spatial (the
"Acquisition"). The Acquisition is being implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006
(the "Scheme").  Details of the Scheme are set out in the circular published
to shareholders on 17 February 2026 (the "Scheme Document").

A review of the Company's register of members in connection with the Scheme
identified that 636 ordinary shares of £0.10 each (the "636 Shares") were
held by the Company in its own name (and not in the form of treasury shares)
in connection with the termination of a historic nominee arrangement. In
accordance with the Companies Act 2006, the board of directors of the Company
has resolved on 4 March 2026 that the 636 Shares be cancelled.

Consequently, in accordance with Rule 2.9 of the City Code on Takeovers and
Mergers (the "Code"), 1Spatial confirms that it has in issue 111,875,516
ordinary shares of £0.10 each, of which 15,399 were held in treasury, and
226,699,878 non-voting deferred shares of £0.04 each. The total number of
ordinary shares with voting rights is 111,860,117. This figure may be used by
shareholders as the denominator for the calculations by which they will
determine if they are required to notify their interest, or a change to their
interest, in the Company under the Disclosure Guidance and Transparency Rules.

The cancellation of the 636 Shares represents a decrease of approximately
0.001% of the voting issued share capital of the Company. As a result of this
decrease in the denominator used to calculate relevant interests, percentages
of voting share capital as disclosed in the Scheme Document have increased by
an equivalent amount.

The International Securities Identification Number for 1Spatial's ordinary
shares is GB00BFZ45C84. 1Spatial's LEI Number is 213800VG7OZYQES6PN67.

About 1Spatial plc

1Spatial is a global leader in Location Master Data Management ('LMDM')
software and solutions. Our global clients include national mapping and land
management agencies, utility companies, transportation organisations,
government, public safety and defence departments.

Our user-friendly, no-code, cloud-enabled solutions and business applications
facilitate automated data governance, while delivering increased efficiencies
and significant cost-savings - contributing to a safer, smarter and more
sustainable world.

Our patented rules engine powers a cutting-edge software platform, as well as
a suite of proprietary business applications and SaaS products, including
1Streetworks which revolutionises traffic management in the UK.

1Spatial plc is AIM-listed, with operations in the UK, Ireland, USA, France,
Belgium, Tunisia, and Australia.

www.1spatial.com

Enquiries:

 1Spatial                                                          via Panmure Liberum
 Andy Roberts, Non-Executive Chairman
 Claire Milverton, Chief Executive Officer
 Stuart Ritchie, Chief Financial Officer

 Panmure Liberum                                                   +44 (0) 20 3100 2000

 (Sole Financial Adviser, Sole Rule 3 Adviser, Nominated Adviser

 and Joint Broker to 1Spatial)
 Investment Banking
 Bidhi Bhoma
 Edward Mansfield
 Gaya Bhatt
 Izzy Anderson
 M&A
 Tim Medak
 Euan Brown

 Cavendish (Joint Broker to 1Spatial)                              +44 (0) 20 7220 0500
 Jonny Franklin-Adams
 Edward Whiley
 Sunila de Silva

 Alma Strategic Communications (Financial PR to 1Spatial)          +44 (0) 20 3405 0205
 Caroline Forde                                                    1spatial@almastrategic.com
 Hannah Campbell
 Rose Docherty

 

Notice related to advisers

Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for 1Spatial and for no one else in connection with the subject
matter of this announcement and will not be responsible to anyone other than
1Spatial for providing the protections afforded to its clients or for
providing advice in connection with the subject matter of this announcement.
Neither Panmure Liberum nor any of its affiliates (nor their respective
directors, officers, employees or agents) owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether in contract,
in tort, under statute or otherwise) to any person who is not a client of
Panmure Liberum in connection with this announcement, any statement contained
herein or otherwise.

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for 1Spatial and for no-one else in connection with the matters
referred to in this announcement and will not be responsible to any person
other than 1Spatial for providing the protections afforded to clients of
Cavendish, nor for providing advice in relation to the matters referred to
herein. Neither Cavendish nor any of its affiliates (nor any of its or their
respective directors, officers, employees, representatives or agents) owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Cavendish in connection with the matters
referred to in this announcement, or otherwise.

Important notices

The release, publication or distribution of this announcement in, into or from
jurisdictions outside the United Kingdom in whole or in part, directly or
indirectly, may be restricted by laws of the relevant jurisdictions and
therefore persons into whose possession this announcement comes should inform
themselves about, and observe, any such restrictions. Any failure to comply
with such restrictions may constitute a violation of the securities law of any
such jurisdiction.

This announcement is for information purposes only, and is not intended to and
does not constitute, or form part of, any offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction whether pursuant to this announcement or
otherwise.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m.
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 p.m. (London time) on the
10th business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London
time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

 

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