REG - VertiGIS Ltd 1Spatial Plc - Offer Update

1SpatialAnnouncement

12/02/2026 17:00

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RNS Number : 8347S  VertiGIS Ltd  12 February 2026

DISCLOSURE UNDER RULE 2.10(c)(ii) OF THE CITY CODE ON TAKEOVERS AND MERGERS
(THE "CODE")

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 OR REGULATIONS OF SUCH JURISDICTION

 

FOR IMMEDIATE RELEASE

 

12 February 2026

 

RECOMMENDED CASH OFFER

by

VERTIGIS LTD

for

1SPATIAL PLC

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

 

UPDATE ON THE LETTERS OF INTENT

 

On 21 January 2026, the boards of directors of VertiGIS Ltd ("VertiGIS") and
1Spatial plc ("1Spatial") announced that they had reached agreement on the
terms and conditions of a recommended cash offer pursuant to which VertiGIS
will acquire the entire issued and to be issued ordinary share capital of
1Spatial pursuant to Rule 2.7 of the Code (the "2.7 Announcement").

 

Capitalised terms used in this announcement, unless otherwise defined, shall
have the meanings given to them in the 2.7 Announcement.

 

As set out in Appendix III to the 2.7 Announcement, VertiGIS had received
irrevocable undertakings and non-binding letters of intent from certain
1Spatial Shareholders to vote in favour (or, where applicable, procure voting)
of the Scheme at the Court Meeting and the Resolution to be proposed at the
General Meeting (or, in the event that the Acquisition is implemented by way
of a Takeover Offer, to accept or procure the acceptance of the Takeover
Offer), in respect of a total of 58,676,393 1Spatial Shares, representing
approximately 52.45 per cent. of the existing issued ordinary share capital of
1Spatial as at 20 January 2026, being the last Business Day prior to the date
of the 2.7 Announcement.

 

These included non-binding letters of intent from:

 

·    Canaccord Genuity Asset Management Limited ("Canaccord Genuity"), in
respect of 18,028,859 1Spatial Shares, representing approximately 16.12 per
cent. of the existing issued ordinary share capital of 1Spatial (the
"Canaccord Genuity Letter of Intent"); and

 

·   J O Hambro Capital Management Limited ("J O Hambro") in respect of
3,185,000 1Spatial Shares, representing approximately 2.85 per cent. of the
existing issued ordinary share capital of 1Spatial (the "J O Hambro Letter of
Intent").

 

Since the Rule 2.7 Announcement:

 

·      On 22 January 2026, Canaccord Genuity announced it had sold
3,000,000 1Spatial Shares; and

 

·      On 11 February 2026, J O Hambro notified VertiGIS that it had
sold 1,185,000 1Spatial Shares.

 

Therefore:

 

·     the total number of 1Spatial Shares which are subject to the
Canaccord Genuity Letter of Intent has reduced to 15,028,859 1Spatial Shares,
representing approximately 13.44 per cent. of the existing issued share
capital of 1Spatial as at close of business on 11 February 2026, being the
last Business Day prior to the date of this announcement;

 

·    the total number of 1Spatial Shares which are subject to the J O
Hambro Letter of Intent has reduced to 2,000,000 1Spatial Shares, representing
approximately 1.79 per cent. of the existing issued share capital of 1Spatial
as at close of business on 11 February 2026, being the last Business Day prior
to the date of this announcement; and

 

·     the total number of 1Spatial Shares which are subject to irrevocable
undertakings and non-binding letters of intent has, in aggregate, decreased
from 58,676,393 to 54,491,393 1Spatial Shares, representing approximately
48.71 per cent. of the issued share capital of 1Spatial as at close of
business on 11 February 2026, being the last Business Day prior to the date of
this announcement.

 

Enquiries:

 

 VertiGIS                                       via Raymond James
 Andy Berry, Chief Executive Officer
 Jens Schmidt, Chief Financial Officer
 Richard Smith, Chairman

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

 

Important Notices

 

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.

 

Further Information

 

This announcement is for information purposes only and is not intended to and
does not constitute, or form any part of, an offer to sell or subscribe for or
any invitation to purchase or subscribe for any securities or the solicitation
of any vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise. The Acquisition will be made solely through and on the terms set
out in the Scheme Document (or, in the event that the Acquisition is to be
implemented by means of a Takeover Offer, the offer document) and the
accompanying Forms of Proxy, which will contain the full terms and conditions
of the Acquisition, including details of how to vote in respect of the
Acquisition. Any approval, decision or other response to the Acquisition
should be made only on the basis of the information in the Scheme Document.
Scheme Shareholders are strongly advised to read the formal documentation in
relation to the Acquisition once it has been despatched.

 

The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
service of this announcement shall not give rise to any implication that there
has been no change in the facts set forth in this announcement since such
date.

 

Overseas Shareholders

 

This announcement has been prepared for the purpose of complying with English
law, the AIM Rules and the Code and the 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 the United
Kingdom.

 

The laws of the relevant jurisdictions may affect the availability of the
Acquisition to persons who are not resident in the United Kingdom. Persons who
are not resident in the United Kingdom, or who are subject to laws of any
jurisdiction other than the United Kingdom, should inform themselves about,
and observe any applicable requirements. Any person (including, without
limitation, nominees, trustees and custodians) who would, or otherwise intends
to, forward this announcement or, when published, the Scheme Document or any
accompanying document to any jurisdiction outside the United Kingdom should
refrain from doing so and seek appropriate professional advice before taking
any action. In particular, the ability of persons who are not resident in the
United Kingdom to vote their 1Spatial Shares at the Court Meeting or the
General Meeting, or to execute and deliver Forms of Proxy appointing another
to vote their 1Spatial Shares in respect of the Court Meeting or the General
Meeting on their behalf, may be affected by the laws of the relevant
jurisdiction in which they are located.

 

Any failure to comply with the applicable legal or regulatory requirements may
constitute a violation of the laws and/or regulations of any such
jurisdiction. To the fullest extent permitted by applicable law, the companies
and persons involved in the Acquisition disclaim any responsibility and
liability for the violation of such restrictions by any person.

 

The Acquisition will not be made, directly or indirectly, in or into or by use
of the mails or any other means or instrumentality (including, without
limitation, telephonic or electronic) of interstate or foreign commerce of, or
any facility of a national, state or other securities exchange of, a
Restricted Jurisdiction, and the Acquisition will not be capable of acceptance
by any such use, means, instrumentality or facility or from within a
Restricted Jurisdiction. Accordingly, copies of this announcement and formal
documentation relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded or distributed in, into
or from a Restricted Jurisdiction and persons receiving this announcement
(including custodians, nominees and trustees) must not distribute or send it
into or from a Restricted Jurisdiction. In the event that the Acquisition is
implemented by way of a Takeover Offer and extended into the US, VertiGIS will
do so in satisfaction of the procedural and filing requirements of US
securities laws at that time, to the extent applicable thereto. The
Acquisition relates to the shares of a company incorporated in England and it
is proposed to be made by means of a scheme of arrangement provided for under
English law. The Scheme will relate to the shares of a UK company that is a
"foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act.
A transaction effected by means of a scheme of arrangement is not subject to
any shareholder vote, proxy solicitation and tender offer rules under the US
Exchange Act.

 

Accordingly, the Scheme is subject to the disclosure requirements and
practices applicable in the UK to schemes of arrangement, which differ from
the disclosure requirements and practices of US shareholder vote, proxy
solicitation or tender offer rules. Financial information included in the
relevant documentation will have been prepared in accordance with accounting
standards applicable in the UK and may not be comparable to the financial
information of, or the accounting standards applicable to, US companies.
However, if VertiGIS were to elect to implement the Acquisition by means of a
Takeover Offer, such Takeover Offer shall be made in compliance with all
applicable laws and regulations, including section 14(e) of the US Exchange
Act and Regulation 14E thereunder, if applicable. Such Takeover Offer would be
made in the US by VertiGIS and no one else. In addition to any such Takeover
Offer, VertiGIS, certain affiliated companies and the nominees or brokers
(acting as agents) may make certain purchases of, or arrangements to purchase,
shares in 1Spatial outside such Takeover Offer during the period in which such
Takeover Offer would remain open for acceptance. If such purchases or
arrangements to purchase are made they would be made outside the United States
in compliance with applicable law, including the US Exchange Act. It may be
difficult for a US-based investor to enforce his or her rights and any claim
he or she may have arising under US securities laws, since the Scheme relates
to the shares of a company located in the UK, and some or all of its officers
and directors may be residents of non-US jurisdictions. A US-based investor
may not be able to sue a company located in the UK, or its officers or
directors, in a foreign court for alleged violations of US securities laws,
and it may be difficult to compel a foreign company and its affiliates to
subject themselves to a US court's judgment.

 

Forward-looking statements

 

This announcement, oral statements made regarding the Acquisition, and other
information published by 1Spatial and VertiGIS may contain certain
"forward-looking statements" with respect to 1Spatial and VertiGIS. These
forward-looking statements can be identified by the fact that they do not
relate only to historical or current facts. Forward-looking statements often
use words such as "anticipate", "target", "expect", "estimate", "intend",
"plan", "goal", "believe", "will", "may", "should", "would", "could" or other
words or terms of similar meaning or the negative thereof. Forward-looking
statements include statements relating to, for example, 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 of VertiGIS and the
expansion and growth of 1Spatial and potential synergies resulting from the
Acquisition; and (iii) the effects of government regulation on the business of
1Spatial.

 

These forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause actual results, performance or
developments to differ materially from those expressed in or implied by such
forward-looking statements. These forward-looking statements are based on
numerous assumptions regarding present and future strategies and environments.
None of VertiGIS, or 1Spatial, nor any of their respective associates,
directors, officers, employees or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed or implied
in any forward-looking statements in this announcement will actually occur.
You are cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date hereof. All subsequent oral or
written forward-looking statements attributable to VertiGIS or 1Spatial or any
person acting on their behalf are expressly qualified in their entirety by the
cautionary statement above. Should one or more of these risks or uncertainties
materialise, or should underlying assumptions prove incorrect, actual results
may vary materially from those described in this announcement. None of
VertiGIS or 1Spatial assume any obligation to update publicly or revise
forward-looking or other statements contained in this announcement, whether as
a result of new information, future events or otherwise, except to the extent
legally required.

 

No profit forecasts or estimates

 

No statement in this announcement is intended as a profit forecast or estimate
for VertiGIS or 1Spatial in respect of 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.

 

Publication on website

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
made available (subject to certain restrictions relating to persons resident
in Restricted Jurisdictions), free of charge, on 1Spatial's website at
https://1spatial.com/investors/possible-offer/and on VertiGIS's website at
https://www.vertigis.com/1spatial-plc/ by no later than 12:00 noon on the
Business Day following this announcement. Neither the contents of these
websites nor the content of any other website accessible from hyperlinks on
such websites is incorporated into, or forms part of, this announcement.

 

Requesting hard copies

 

In accordance with Rule 30.3 of the Code, a person so entitled may request a
hard copy of this announcement, free of charge, by contacting 1Spatial's
registrar, MUFG Corporate Markets on 0371 664 0321 (from within the UK) or +44
371 664 0321 (from outside the UK). Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United Kingdom
will be charged at the applicable international rate. The helpline is open
between 9:00 a.m. and 5:30 p.m., Monday to Friday excluding public holidays in
England and Wales. Please note that MUFG Corporate Markets cannot provide any
financial, legal or tax advice and calls may be recorded and monitored for
security and training purposes. For persons who receive a copy of this
announcement in electronic form or via a website notification, a hard copy of
this announcement will not be sent unless so requested. In accordance with
Rule 30.3 of the Code, a person so entitled may also request that all future
documents, announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.

 

Electronic communications - information for 1Spatial Shareholders

 

Please 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 Code to comply with Rule 2.11(c) of the Code.

 

Rounding

 

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

 

 

Disclosure requirements of the 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 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.

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