REG - 1Spatial Plc - Update on Conditions and Updated Scheme Timetable

1SpatialAnnouncement

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RNS Number : 2240A  1Spatial Plc  13 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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

13 April 2026

RECOMMENDED CASH ACQUISITION

OF

1SPATIAL PLC ("1SPATIAL")

BY

VERTIGIS LTD ("VERTIGIS")

Update on Conditions and Updated Scheme Timetable

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 Companies Act 2006 (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.

 

Capitalised terms used but not defined in this announcement ("Announcement")
have the meanings set out in the Scheme Document.

 

Update on antitrust Conditions

The Acquisition is subject to the Conditions set out in Part 3 of the Scheme
Document, including the receipt of certain antitrust approvals being the UK
FDI Condition, the French FDI Condition and the Belgian FDI Condition.

 

1Spatial is pleased to announce that approvals have now been received from
each of (i) the Secretary of State pursuant to the National Security and
Investment Act 2021, and (ii) the Interfederal Screening Commission pursuant
to the screening regime established by the Interfederal Cooperation Agreement
of 30 November 2022 (as amended), thereby satisfying, respectively, the UK FDI
Condition and the Belgian FDI Condition.

 

An approval has not yet been received from the French Minister of Economy
pursuant to articles L. 151-1 et seq. and R. 151-1 et seq. of the French
Monetary and Financial Code (Code monétaire et financier) and therefore the
French FDI Condition remains outstanding. The current expectation is that an
update on the satisfaction of the French FDI Condition will be available on or
before 14 April 2026 although this may be delayed if the French Minister of
Economy requests further information.

 

Next steps and timetable

The Acquisition and the Scheme remain subject to the French FDI Condition and
certain other Conditions including sanction by the Court at the Sanction
Hearing, the delivery of a copy of the Court Order to the Registrar of
Companies and the satisfaction (or, where applicable, waiver) of the remaining
Conditions set out in Part 3 of the Scheme Document.

 

Subject to the French FDI Condition being satisfied on or before 14 April
2026, the Sanction Hearing will take place on 16 April 2026. Subject to the
Scheme receiving the sanction of the Court, the delivery of a copy of the
Court Order to the Registrar of Companies and the satisfaction or, where
applicable, waiver of the other Conditions, the Scheme is expected to become
effective on 29 April 2026.

 

An application will be made to the London Stock Exchange ("LSE") for the
suspension of trading in 1Spatial Shares on AIM with effect from 7.30 a.m. on
29 April 2026.

 

An application will be made to the LSE in relation to the cancellation of
admission to trading of 1Spatial Shares on AIM, which, subject to the Scheme
becoming effective on 29 April 2026, is expected to take effect by 7.00 a.m.
on 30 April 2026.

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

All times shown are London times unless otherwise stated. The following
indicative timetable is based on 1Spatial's and VertiGIS's current expected
dates for the implementation of the Scheme and is subject to change and is
dependent on the French FDI Condition being satisfied on or before 14 April
2026. If any of the key dates set out in the expected timetable change, an
announcement will be made through a Regulatory Information Service and will be
made available on 1Spatial's website at
https://1spatial.com/investors/firm-offer/
(https://url.uk.m.mimecastprotect.com/s/X_rICP04FMGDq3F0hESx5VMy?domain=1spatial.com/)
.

 

 Event                                                                            Time and/or date
 Sanction Hearing (to sanction the Scheme)                                        16 April 2026
 Last day of dealings in, and for the registration of transfers of, and           28 April 2026
 disablement in CREST of, 1Spatial Shares
 Scheme Record Time                                                               6.00 p.m. on 28 April 2026

 Suspension of dealings in 1Spatial Shares on AIM                                 7.30 a.m. on 29 April 2026
 Effective Date                                                                   29 April 2026((1))
 Cancellation of admission to trading of 1Spatial Shares on AIM                   7.00 a.m. on 30 April 2026
 Latest date for dispatch of cheques and crediting of CREST accounts due under    within 14 days of the Effective Date
 the Scheme
 Long Stop Date                                                                   15 September 2026((2))

_______

(1)        Following sanction of the Scheme by the Court, the Scheme
will become Effective in accordance with its terms as soon as a copy of the
Court Order has been delivered to the Registrar of Companies.

(2)        This is the latest date by which the Scheme may become
Effective. However, the Long Stop Date may be extended to such later date as
1Spatial and VertiGIS may agree in writing (with the Panel's consent and as
the Court may approve (should such approval(s) be required)).

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

 

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.

Further information

This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer to sell or an invitation to
purchase any securities or a solicitation of an offer to buy, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities pursuant
to the Acquisition or otherwise, nor shall there be any purchase, sale,
issuance or exchange of securities or such solicitation in any jurisdiction in
which such offer, solicitation, sale issuance or exchange is unlawful.  The
Acquisition is intended to be implemented by way of a Scheme pursuant to the
terms of the Scheme Document, which contains the full terms and conditions of
the Acquisition, including details of how to vote in respect of the Scheme.
Any decision, vote or other response in respect of the Acquisition should be
made only on the basis of information contained in the Scheme Document.

This Announcement has been prepared in connection with proposals in relation
to a scheme of arrangement pursuant to and for the purpose of complying with
English law and the Takeover Code and information disclosed may not be the
same as that which would have been disclosed if this Announcement had been
prepared in accordance with the laws of jurisdictions outside England.
Nothing in this Announcement should be relied on for any other purpose.

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.

Unless otherwise determined by VertiGIS or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no person may
vote in favour of the Scheme by any such means from within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute a
violation of the laws of that jurisdiction.  Accordingly, 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.

The availability of the Acquisition to 1Spatial Shareholders who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are resident.  Persons who are not resident in
the United Kingdom should inform themselves of, and observe, any applicable
requirements.

The Acquisition shall be subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct
Authority and the AIM Team.

Additional information for US investors

1Spatial Shareholders in the United States should note that the Acquisition
relates to the securities of a UK company and is proposed to be effected by
means of a scheme of arrangement under English law.  This Announcement, the
Scheme Document and certain other documents relating to the Acquisition have
been or will be prepared in accordance with English law, the Takeover Code and
UK disclosure requirements, format and style, all of which differ from those
in the United States.  A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules or the proxy solicitation
rules under the United States Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder ("US Exchange Act") or other
requirements of US law.  Accordingly, the Acquisition is subject to the
disclosure requirements of and practices applicable in the United Kingdom to
schemes of arrangement, which differ from the disclosure requirements of the
United States tender offer and proxy solicitation rules.  If, in the future,
VertiGIS exercises the right to implement the Acquisition by way of a Takeover
Offer and determines to extend the offer into the United States, the
Acquisition will be made in compliance with applicable United States laws and
regulations, including any applicable exemptions under the US Exchange Act.

1Spatial's financial statements, and all financial information that is
included in this Announcement or that may be included in the Scheme Document,
or any other documents relating to the Acquisition, have been or will be
prepared in accordance with International Financial Reporting Standards and
may not be comparable to financial statements of companies in the United
States or other companies whose financial statements are prepared in
accordance with US generally accepted accounting principles.

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.

In accordance with normal UK practice and consistent with Rule 14e-5(b) of the
US Exchange Act, VertiGIS, certain affiliated companies and their nominees or
brokers (acting as agents) may make certain purchases of, or arrangements to
purchase, shares in 1Spatial outside of the US, other than pursuant to the
Acquisition, until the date on which the Acquisition and/or Scheme becomes
Effective, lapses or is otherwise withdrawn.  If such purchases or
arrangements to purchase were to be made they would occur either in the open
market at prevailing prices or in private transactions at negotiated prices
and comply with applicable law, including the US Exchange Act.  Any
information about such purchases or arrangements to purchase will be disclosed
as required in the United Kingdom, will be reported to a Regulatory
Information Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com (http://www.londonstockexchange.com) .

Forward-looking statements

This Announcement, oral statements made regarding the Acquisition, and other
information published by 1Spatial or VertiGIS may contain certain statements
with respect to 1Spatial or VertiGIS, as applicable, that are or may be deemed
to be forward looking statements.  All statements other than statements of
historical facts included in this Announcement may be forward looking
statements.  Without limitation, any statements preceded or followed by or
that include the words "targets", "plans", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "estimates", "projects" or words or
terms of similar substance or the negative thereof, are forward looking
statements. Forward looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition, dividend
policy, losses and future prospects; (ii) business and management strategies
and the expansion and growth of VertiGIS's or 1Spatial's operations and
potential synergies resulting from the Acquisition; and (iii) the effects of
government regulation on VertiGIS's or 1Spatial's business.

These forward-looking statements are not guarantees of future performance.
 Such forward-looking statements involve known and unknown risks and
uncertainties that could significantly affect expected results and are based
on certain key assumptions.  Many factors could cause actual results to
differ materially from those projected or implied in any forward-looking
statements.  These factors include, but are not limited to, the satisfaction
of the conditions to the Acquisition, as well as additional factors, such as
changes in political and economic conditions, changes in the level of capital
investment, retention of key employees, changes in customer habits, success of
business and operating initiatives and restructuring objectives, impact of any
acquisitions or similar transactions, changes in customers' strategies and
stability, competitive product and pricing measures, changes in the regulatory
environment, fluctuations of interest and exchange rates, the outcome of any
litigation.  Due to such uncertainties and risks, readers are cautioned not
to place undue reliance on such forward-looking statements, which speak only
as of the date of this Announcement.  All subsequent oral or written
forward-looking statements attributable to VertiGIS or 1Spatial or any of
their respective members, directors, officers or employees or any persons
acting on their behalf are expressly qualified in their entirety by the
cautionary statement above.  VertiGIS and 1Spatial disclaim any obligation to
update any forward-looking or other statements contained in this Announcement,
except as required by applicable law.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate
for any period and no statement in this Announcement should be interpreted to
mean that earnings or earnings per 1Spatial Share for the current or future
financial years would necessarily match or exceed the historical published
earnings or earnings per 1Spatial Share.

Dealing disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover 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 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(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 Takeover 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 pm (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 Takeover 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.

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/
(https://url.uk.m.mimecastprotect.com/s/X_rICP04FMGDq3F0hESx5VMy?domain=1spatial.com/)
.

For the avoidance of doubt, the contents of this 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.

Electronic communications

1Spatial Shareholders should be aware that addresses, electronic addresses and
certain information provided by 1Spatial Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from 1Spatial may be provided to VertiGIS during the Offer
Period as required under Section 4 of Appendix 4 of the Takeover Code to
comply with Rule 2.11(c) of the Takeover Code.

General

If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under the Financial Services and
Markets Act 2000 if you are resident in the UK or, if not, from another
appropriate authorised independent financial adviser.

MAR

The individual responsible for releasing this announcement on behalf of
1Spatial is Stuart Ritchie. The information contained within this announcement
is deemed by 1Spatial to constitute inside information for the purposes of
Article 7 of the UK version of the EU Market Abuse Regulation (Regulation (EU)
No.596/2014) which forms part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended ("UK MAR"). Upon the publication of this
announcement via a Regulatory Information Service, such information is now
considered to be in the public domain

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