REG - VertiGIS Ltd 1Spatial Plc - Update on Financing Arrangements

1SpatialAnnouncement

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RNS Number : 5148Y  VertiGIS Ltd  27 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 OR REGULATIONS OF SUCH JURISDICTION

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

FOR IMMEDIATE RELEASE

 

27 March 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 VertiGIS' financing arrangements

On 21 January 2026, the boards of directors of VertiGIS Ltd ("VertiGIS") and
1Spatial plc ("1Spatial") announced that they had reached an agreement of 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 the means of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006
(the "Scheme"). As announced by VertiGIS and 1Spatial on 12 March 2026, the
Scheme and its implementation were approved by the requisite majority of
Scheme Shareholders and 1Spatial Shareholders (as applicable) on 12 March 2026
at the Court Meeting and General Meeting (respectively).

Entry into of Financing Arrangements

In the Scheme Document, it was stated that a portion of the consideration
payable by VertiGIS to the Scheme Shareholders shall be funded through debt
funding under the interim facilities agreement entered into on 21 January
2026, between, among others, VertiGIS and the Sixth Street Financing Entities
(the "Interim Facilities Agreement").

VertiGIS announces that, on 27 March 2026 ("Long Form Financing Date"),
VertiGIS (among others) has entered into: (i) a senior facilities agreement
with, among others, Sixth Street Specialty Lending Europe III Advisors, Ltd as
agent and security agent; (ii) an intercreditor agreement with, among others,
Sixth Street Specialty Lending Europe III Advisors, Ltd as agent; and (iii)
certain ancillary documents related thereto, including fee letters entered
into in respect of the lenders' commitments and agency arrangements (together,
the "Long Form Financing"). As such, on and from the Long Form Financing Date
the facilities under the Interim Facilities Agreement have been cancelled in
full and replaced by the Long Form Financing.

The above documents will shortly be available on VertiGIS' and 1Spatial's
websites at https://www.vertigis.com/1spatial-plc/ and
https://1spatial.com/investors/possible-offer/ respectively.

Terms defined in the Scheme Document published on 17 February 2026 shall have
the same meanings when used in this Announcement.

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
 Andy 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

Latham & Watkins (London) LLP are retained as legal adviser to VertiGIS.

Travers Smith LLP are retained as legal adviser to 1Spatial.

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.

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 at
https://1spatial.com/investors/possible-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.

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 plc 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.

 

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