REG - 1Spatial Plc - Extension of PUSU Deadline

1SpatialAnnouncement

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RNS Number : 2364O  1Spatial Plc  09 January 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 THAT JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT ANY FIRM OFFER WILL BE MADE.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

09 January 2026

1Spatial plc (AIM: SPA)

("1Spatial", the "Group" or the "Company")

Extension of PUSU Deadline

On 12 December 2025, the boards of 1Spatial (the "Board") and VertiGIS Ltd
("VertiGIS"), a portfolio company of Battery Ventures ("Battery"), announced
that they had reached agreement in principle on the key terms of a possible
cash offer (the "Possible Offer") for the entire issued and to be issued
ordinary share capital of the Company for a price of 73 pence per 1Spatial
share in cash (the "Announcement").

The Announcement stated that in accordance with Rule 2.6(a) of the Code,
VertiGIS must, by not later than 5.00 p.m. on 9 January 2026 (the "PUSU
Deadline"), either announce a firm intention to make an offer for 1Spatial in
accordance with Rule 2.7 of the Code or announce that it does not intend to
make an offer, in which case the announcement will be treated as a statement
to which Rule 2.8 of the Code applies.

Discussions between 1Spatial and VertiGIS remain ongoing. Therefore, the Board
has requested, and the Panel has consented to, an extension of the PUSU
Deadline in accordance with Rule 2.6(c) of the Code. In accordance with Rule
2.6(a) of the Code, VertiGIS is now required by no later than 5.00 p.m. on 30
January 2026 (the "Revised PUSU Deadline") to either announce a firm intention
to make an offer for 1Spatial in accordance with Rule 2.7 of the Code or
announce that it does not intend to make such an offer, in which case the
announcement will be treated as a statement to which Rule 2.8 of the Code
applies. The Revised PUSU Deadline can be extended with the consent of the
Panel in accordance with Rule 2.6(c) of the Code.

In accordance with Rule 2.5 of the Code, VertiGIS reserves the right to vary
the form and/or mix of the consideration described in this announcement.
VertiGIS also reserves the right to make an offer for 1Spatial on less
favourable terms than those described in this announcement: (i) with the
agreement or recommendation of the Board; (ii) if a third party announces a
firm intention to make an offer for 1Spatial on less favourable terms; or
(iii) following the announcement by 1Spatial of a Rule 9 waiver transaction
pursuant to Appendix 1 of the Code or a reverse takeover (as defined in the
Code).

If 1Spatial announces, declares or pays any dividend or any other distribution
or return of value or capital to shareholders after the date of this
announcement, VertiGIS reserves the right to make an equivalent reduction to
the Possible Offer.

There can be no certainty that any firm offer will be made for the Company.

This announcement has been made with the consent of VertiGIS.

Further announcements will be made as and when appropriate.

For further information, please contact:

 1Spatial plc                                                              01223 420 414
 Claire Milverton, Chief Executive Officer

 Stuart Ritchie, Chief Financial Officer

 Panmure Liberum                                                           020 3100 2000

 (Sole Financial Adviser, Sole Rule 3 Adviser, NOMAD and Joint Corporate
 Broker)

 Investment Banking

 Bidhi Bhoma

 Edward Mansfield

 Gaya Bhatt

 Izzy Anderson

 M&A

 Tim Medak

 Euan Brown

 Cavendish (Joint Broker)                                                  020 7220 0500
 Jonny Franklin-Adams

 Edward Whiley

 Rory Sale

 Sunila de Silva

 Alma Strategic Communications                                             020 3405 0205
 Caroline Forde                                                            1spatial@almastrategic.com

 Hannah Campbell

 Rose Docherty

 

 VertiGIS Limited                                          via Raymond James
 Andy Berry, Chief Executive Officer

 Jens Schmidt, Chief Financial Officer

 Battery                                                   via Raymond James
 Morad Elhafed, General Partner

 Zak Ewen, Partner

 Max Kaye, Investor

 Luis-Luca de Haas, Investor

 Raymond James, Financial Adviser to VertiGIS and Battery  020 3798 5700
 Junya Iwamoto

 Alexander Lawless

 

Latham & Watkins LLP are retained as legal adviser to VertiGIS and
Battery.

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

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.

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.

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 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.

Website publication

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
published, subject to certain restrictions relating to persons resident in
restricted jurisdictions, on 1Spatial's website at
www.1spatial.com/investors/possible-offer promptly and by no later than 12
noon (London time) on the business day following the date of this
announcement. The content of this website is not incorporated in, and does not
form part of, this announcement.

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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