REG - 1Spatial Plc - Scheme Becomes Effective and Board Changes

1SpatialAnnouncement

29/04/2026 07:00

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RNS Number : 2704C  1Spatial Plc  29 April 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

FOR IMMEDIATE RELEASE

29 April 2026

RECOMMENDED CASH ACQUISITION

OF

1SPATIAL PLC ("1SPATIAL")

BY

VERTIGIS LTD ("VERTIGIS")

Scheme Becomes Effective and Changes to the 1Spatial Board

On 21 January 2026, the boards of VertiGIS and 1Spatial announced that they
had reached agreement on the terms of a recommended cash acquisition pursuant
to which VertiGIS would 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 Act (the "Scheme") which was contained in a scheme document sent to
1Spatial Shareholders on 17 February 2026 (the "Scheme Document").

On 12 March 2026, 1Spatial announced that the Scheme was approved by the
requisite majority of Scheme Shareholders at the Court Meeting and the
resolution in connection with the implementation of the Scheme was passed by
the requisite majority of 1Spatial Shareholders at the General Meeting.

On 16 April 2026, 1Spatial announced that the Court had sanctioned the Scheme
under section 899 of the Act.

Capitalised terms used but not defined in this announcement ("Announcement")
have the meanings given to them in the Scheme Document.

Scheme becomes Effective

1Spatial and VertiGIS are pleased to announce that the Court Order has been
delivered to the Registrar of Companies today and accordingly the Scheme has
now become Effective in accordance with its terms.

As previously advised, trading in 1Spatial Shares on AIM was suspended with
effect from 7.30 a.m. today and the cancellation of trading of 1Spatial Shares
on AIM is expected to take place at 7.00 a.m. on 30 April 2026.

Upon the Scheme having become Effective, share certificates in respect of the
Scheme Shares have ceased to be valid documents of title and entitlements to
Scheme Shares held in uncertificated form in CREST have been cancelled.

A Scheme Shareholder on the register of members of 1Spatial at 6.00 p.m. on 28
April 2026 will be entitled to receive 73 pence in cash for each Scheme Share
held. Settlement of the consideration to which any Scheme Shareholder is
entitled will be effected by way of the despatch of cheques or the crediting
of CREST accounts (for 1Spatial Shareholders holding Scheme Shares in
certificated form and in uncertificated form respectively) as soon as
practicable and in any event not later than 14 calendar days after today, as
set out in the Scheme Document.

1Spatial is no longer in an "offer period" as defined in the Takeover Code and
accordingly the dealing disclosure requirements previously notified to
1Spatial Shareholders no longer apply.

Changes to the 1Spatial Board

1Spatial confirms that on 29 April 2026, Andrew Roberts, Francis Small and
Peter Massey tendered their resignations as non-executive directors of
1Spatial and will step down from the 1Spatial Board with effect from today.
Susan Wallace has tendered her resignation as company secretary and will step
down as company secretary with effect from today. Claire Milverton and Stuart
Ritchie will remain on the 1Spatial Board.

In addition, Richard Smith and Andrew Berry have been appointed to the
1Spatial Board and Jens Schmidt has been appointed as company secretary with
effect from today.

All references to time in this Announcement are to the time in London, UK.

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

 VertiGIS                                                          via Raymond James
 Andrew Berry, Chief Executive Officer
 Jens Schmidt, Chief Financial Officer

 Raymond James (Financial Adviser to VertiGIS and Battery)         +44 (0) 20 3798 5700
 Junya Iwamoto
 Alexander Lawless

Important notices

Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated
by the Financial Conduct Authority ("FCA") 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.

Raymond James Financial International Limited ("Raymond James"), which is
authorised and regulated in the United Kingdom by the FCA, is acting
exclusively for VertiGIS and no one else in connection with the matters
described in this announcement and will not be responsible to anyone other
than VertiGIS for providing the protections afforded to clients of Raymond
James nor for providing advice in connection with the matters referred to
herein. Neither Raymond James nor any of its affiliates (nor any of its
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 Raymond James in connection with this
announcement, any statement contained herein or otherwise.

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom may be restricted by the laws of those
jurisdictions and therefore persons into whose possession this Announcement
comes should inform themselves about and observe such restrictions.  Further
details in relation to the Overseas Shareholders are contained in the Scheme
Document.  Any failure to comply with any such restrictions may constitute a
violation of the securities laws of any such jurisdiction.  To the fullest
extent permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person.

Copies of this Announcement and all documents relating to the Acquisition are
not being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and persons
receiving this Announcement and all documents relating to the Acquisition
(including custodians, nominees and trustees) must not mail or otherwise
distribute or send them in, into or from such jurisdictions where to do so
would violate the laws in that jurisdiction.

Additional information for US investors

The receipt of cash pursuant to the Acquisition by a US holder as
consideration for the transfer of its 1Spatial Shares pursuant to the Scheme
will likely be a taxable transaction for United States federal income tax
purposes and under applicable United States state and local, as well as
foreign and other, tax laws.  Each 1Spatial Shareholder is urged to consult
his independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to him.

It may be difficult for US holders to enforce their rights and claims arising
out of US federal securities laws, since VertiGIS and 1Spatial are located in
countries other than the US, and some or all of their officers and directors
may be residents of countries other than the US.  US holders may not be able
to sue a non-US company or its officers or directors in a non-US court for
violations of US securities laws.  Further, it may be difficult to compel a
non-US company and its affiliates to subject themselves to a US court's
judgement.

Publication of this Announcement on website

A copy of this Announcement and the documents required to be published
pursuant to Rule 26 of the Takeover Code will be available, free of charge,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, on 1Spatial's website
https://1spatial.com/investors/firm-offer/ and VertiGIS's website at
https://www.vertigis.com/1spatial-plc/.

For the avoidance of doubt, the contents of these websites and any websites
accessible from hyperlinks on these websites are not incorporated into and do
not form part of this Announcement.

Right to receive documents in hard copy form

In accordance with Rule 30.3 of the Takeover Code, 1Spatial Shareholders,
persons with information rights and participants in the 1Spatial Share Plan
may, subject to applicable securities laws, request a hard copy of this
Announcement (and any information incorporated into it by reference to another
source) by contacting MUFG Corporate Markets during business hours on 0371 664
0321 (from within the UK) or +44 371 664 0321 (from outside the UK) or by
submitting a request in writing to MUFG Corporate Markets at PXS 1, Central
Square, 29 Wellington Street, Leeds LS1 4DL, with an address to which the hard
copy may be sent. You can also email MUFG Corporate Markets at
shareholderenquiries@cm.mpms.mufg.com. 1Spatial Shareholders may, subject to
applicable securities laws, also request that all future documents,
announcements and information to be sent in relation to the Acquisition should
be in hard copy form.

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