REG - 1Spatial Plc - Recommended Cash Offer for 1Spatial plc
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RNS Number : 6825P 1Spatial Plc 21 January 2026
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A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
21 January 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
Summary
· On 12 December 2025, the board of directors of 1Spatial plc
("1Spatial") (the "1Spatial Directors") announced an agreement in principle
with the board of directors of VertiGIS Ltd ("VertiGIS") on the terms of a
possible cash offer for the entire issued and to be issued ordinary share
capital of 1Spatial (the "Possible Offer Announcement"). That announcement set
out that VertiGIS had completed commercial due diligence and required only
limited confirmatory due diligence for VertiGIS to proceed to making an
announcement of a firm intention to make an offer under Rule 2.7 of the Code.
VertiGIS has now completed its confirmatory due diligence and accordingly the
1Spatial Directors and the board of directors of VertiGIS are pleased to
announce the terms of a recommended cash offer to be made by VertiGIS for the
entire issued and to be issued ordinary share capital of 1Spatial (the
"Acquisition").
· Under the terms of the Acquisition, each 1Spatial Shareholder
will be entitled to receive:
73 pence in cash per 1Spatial Share
· The Acquisition values the entire issued and to be issued ordinary
share capital of 1Spatial at approximately £87.10 million and represents a
premium of approximately:
‒ 56.99 per cent. to the Closing Price of 46.50 pence per 1Spatial
Share on 11 December 2025 (being the last Business Day before the Possible
Offer Announcement);
‒ 51.47 per cent. to the Volume Weighted Average Price of 48.19
pence per 1Spatial Share during the three-month period ended 11 December 2025
(being the last Business Day before the Possible Offer Announcement); and
‒ 53.24 per cent. to the Volume Weighted Average Price of 47.64
pence per 1Spatial Share during the six-month period ended 11 December 2025
(being the last Business Day before the Possible Offer Announcement).
· It is intended that the Acquisition will be implemented by way of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.
Background to and reasons for the Acquisition
· 1Spatial is a leader in delivering Location Master Data Management
("LMDM") software and services solutions, helping to solve its customers' data
challenges with user-friendly, no-code, cloud-enabled solutions and business
applications, facilitating automated data governance and delivering increased
efficiencies and significant cost savings for its users.
· The Acquisition represents an opportunity for VertiGIS to continue
building a leading global provider of Geographic Information Systems ("GIS")
enabled software and services solutions, by combining its spatial asset
management and GIS solutions for spatial analysis and visualisation, with
1Spatial's LMDM software and services that deliver a "source of truth" for
location data by ensuring its quality and consistency. By bringing together
two complementary businesses in terms of both customer footprint and
geographic footprint, who are longstanding commercial partners (1Spatial
operates as a key distributor of VertiGIS's products, in particular the
VertiGIS Studio product in the UK and Irish markets), the Acquisition creates
a compelling and global proposition in the market, particularly servicing
clients seeking international software, data and insights solutions.
· From a customer end-market perspective, VertiGIS has an existing
leadership position in utilities, government, telecommunications and
infrastructure, whilst 1Spatial has a leadership position in government &
public safety, utilities, and transportation & infrastructure. The
combined company will benefit from the shared go-to-market and customer
service expertise that each business has developed.
· From a geographic end-market perspective, VertiGIS has a strong
position in the DACH region (Germany, Austria, and Switzerland), whilst
1Spatial has strong penetration and a leadership position in the United
Kingdom and Ireland, Europe, the US and Australia.
· The combination of the two companies should therefore create a
compelling product and services portfolio in the market for each business's
respective clients.
· Finally, VertiGIS believes that in order to maximise its future
potential, 1Spatial would be better suited to a private company environment,
where initiatives to improve the performance of the business can be
implemented effectively, working in tandem with VertiGIS, free from the
requirement to meet the public equity market's shorter-term reporting
requirements and expectations.
Recommendation
· The 1Spatial Directors, who have been so advised by Panmure Liberum as
to the financial terms of the Acquisition, consider the terms of the
Acquisition to be fair and reasonable. In providing its advice to the 1Spatial
Directors, Panmure Liberum has taken into account the commercial assessments
of the 1Spatial Directors. Panmure Liberum is providing independent financial
advice to the 1Spatial Directors for the purposes of Rule 3 of the Code.
· Accordingly, the 1Spatial Directors intend to recommend unanimously
that the 1Spatial Shareholders vote or procure votes in favour of the Scheme
at the Court Meeting and the Resolutions to be proposed at the General Meeting
(or, subject to the terms of the Co-operation Agreement and with the consent
of the Takeover Panel, if VertiGIS exercises its right to implement the
Acquisition by way of a Takeover Offer, to accept such offer), as the 1Spatial
Directors who hold 1Spatial Shares (in a personal capacity or through a
nominee) have irrevocably undertaken to do in respect of their own (and their
connected persons') beneficial holdings of 1,483,162 1Spatial Shares
(representing, in aggregate, approximately 1.33 per cent. of the 1Spatial
Shares in issue on 20 January 2026 (being the last Business Day prior to the
date of this Announcement)).
Irrevocable undertakings and letters of intent
· In addition to the irrevocable undertakings from the 1Spatial
Directors, VertiGIS has also received irrevocable undertakings to vote or
procure votes in favour of the Scheme at the Court Meeting and the Resolutions
to be proposed at the General Meeting (or, subject to the terms of the
Co-operation Agreement and with the consent of the Takeover Panel, if VertiGIS
exercises its right to implement the Acquisition by way of a Takeover Offer,
to accept such offer) from Threadneedle Asset Management Limited and Columbia
Threadneedle Management Limited, collectively 1Spatial's largest shareholder,
in respect of 19,795,840 1Spatial Shares representing, in aggregate,
approximately 17.70 per cent. of the 1Spatial Shares in issue on 20 January
2026 (being the last Business Day prior to the date of this Announcement).
· VertiGIS has also received non-binding letters of intent to vote
or procure votes in favour of the Scheme at the Court Meeting and the
Resolutions to be proposed at the General Meeting (or, subject to the terms of
the Co-operation Agreement and with the consent of the Takeover Panel, if
VertiGIS exercises its right to implement the Acquisition by way of a Takeover
Offer, to accept such offer) from Canaccord Genuity Asset Management,
1Spatial's second largest shareholder, Lombard Odier Asset Management (Europe)
Limited, J O Hambro Capital Management Limited, BGF Investments LP and Downing
LLP in respect of 37,397,391 1Spatial Shares representing, in aggregate,
approximately 33.43 per cent. of the 1Spatial Shares in issue on 20 January
2026 (being the last Business Day prior to the date of this Announcement).
· In total therefore, as at the date of this Announcement, VertiGIS
has received irrevocable undertakings and non-binding letters of intent to
vote or procure votes in favour of the Scheme at the Court Meeting and the
Resolutions to be proposed at the General Meeting (or, subject to the terms of
the Co-operation Agreement and with the consent of the Takeover Panel, if
VertiGIS exercises its right to implement the Acquisition by way of a Takeover
Offer, to accept such offer) with respect to a total of 58,676,393 1Spatial
Shares (representing approximately 52.45 per cent. of the 1Spatial Shares in
issue on 20 January 2026 (being the last Business Day prior to the date of
this Announcement)).
· Further details of these irrevocable undertakings and letters of
intent (including details of the circumstances in which they cease to be
binding) are set out in Appendix III.
Information on VertiGIS and Battery
VertiGIS
· VertiGIS, a portfolio company owned by Battery through VertiGIS's
parent VertiGIS Holdings Limited, is a leading spatial asset management and
GIS solutions provider and software developer. VertiGIS's focus is on
developing software solutions and services that enable professionals in
utility, government, telecommunications and infrastructure organisations to
connect their business processes with spatial asset management solutions. Used
by more than 5,000 customers and millions of end users worldwide, VertiGIS's
product portfolio is designed to extend the capabilities of leading GIS
software. Headquartered in London, UK, VertiGIS has over 500 employees
operating from more than 21 offices in 9 countries.
Battery
· Battery is a global, technology-focused investment firm with offices
in the U.S., Europe and Israel. Battery invests across early venture capital,
growth equity and buyout investments across the technology sector. Currently
investing from its 14th flagship fund, Battery Ventures XIV, and companion
fund Select Fund II, the funds are together capitalised at a combined $3.8
billion, with Battery having raised +$13 billion since inception.
Information on 1Spatial
· 1Spatial is a leader in delivering LMDM software and solutions,
helping to solve its customers' data challenges with user-friendly, no-code,
cloud-enabled solutions and business applications, facilitating automated data
governance and delivering increased efficiencies and significant cost savings
for its users. Understanding the complexity of location data formats and
sources, the rules that need to be applied to validate data and how to resolve
issues that arise from complex data integration and transformation projects is
key to 1Spatial's offering.
· 1Spatial provides solutions in the auditing, validation, cleansing,
synchronising, updating and analysing of location data, and its technology
powers some of the world's largest location data implementations, such as the
California Department of Transport ("Caltrans") in the US and the UK National
Underground Asset Register ("NUAR'") in the UK.
Timetable and Conditions
· It is intended that the Acquisition be implemented by way of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. The
purpose of the Scheme is to provide for VertiGIS to become the owner of the
entire issued and to be issued ordinary share capital of 1Spatial. However,
VertiGIS reserves the right (with the consent of the Takeover Panel, if
required), and while the Co-operation Agreement is continuing, subject to the
terms of the Co-operation Agreement, to implement the Acquisition by way of a
Takeover Offer.
· The Acquisition is subject to the Conditions and certain further
terms set out in Appendix I and to the full terms and conditions which will be
set out in the Scheme Document. The Conditions include:
‒ the approval of the Scheme by a majority in number of Scheme
Shareholders representing at least 75 per cent. in value of Scheme Shares
present, entitled to vote and voting, either in person or by proxy at the
Court Meeting;
‒ the approval of the Resolutions by the requisite majority of
1Spatial Shareholders at the General Meeting;
‒ the sanction of the Scheme by the Court;
‒ the Scheme becoming Effective by no later than the Long Stop Date;
and
‒ the receipt of regulatory approvals as further described in this
Announcement.
· It is expected that the Scheme Document, containing further
information about the Acquisition and notices of the Court Meeting and General
Meeting, together with associated Forms of Proxy, will be posted to 1Spatial
Shareholders within 28 days of this Announcement (or such later time as may be
agreed by the Takeover Panel) and the Court Meeting and the General Meeting
are each expected to be held as soon as possible thereafter, giving the
required notice for such meetings.
· The Scheme is currently expected to become Effective during the
first half of 2026, subject to the satisfaction or (where applicable) waiver
of the Conditions. An expected timetable of key events relating to the
Acquisition will be provided in the Scheme Document.
Commenting on the Acquisition, Andy Berry, CEO of VertiGIS, said:
"We are excited to be announcing the proposed acquisition of 1Spatial, which
we believe represents a compelling opportunity for all stakeholders, with the
full recommendation of its Board.
1Spatial is a clear leader in delivering Location Master Data Management
software and services, which we have followed for some time given our
longstanding commercial partnership. We believe the company aligns closely
with VertiGIS in terms of both strategy and culture, and the combination of
our two businesses represents an opportunity to build a leading global
provider of Geographic Information Systems-enabled solutions with a compelling
product and services portfolio."
Commenting on the Acquisition, Andy Roberts, Chairman of 1Spatial, said:
"I am immensely proud of the achievements that the 1Spatial team have made on
their journey to becoming a leading player in Location Master Data Management
(''LMDM'') software and solutions. Over the past five years, 1Spatial has
undergone a significant transformation, pivoting towards a SaaS-led, recurring
revenue model and winning major new customers, while continuing to develop
innovative products such as 1Streetworks.
VertiGIS's proposed offer highlights the inherent value of the 1Spatial Group
and represents an attractive valuation, providing shareholders with certainty
through cash consideration, and greater opportunities for our team and
increased resources to support our customers. This offer reflects not only the
value created in recent years but also the future potential of 1Spatial. The
proposed acquisition will deliver the ownership structure and investment
needed to unlock that potential fully and provide the 1Spatial Group with the
ability to deliver the next generation of LMDM solutions for its growing,
global customer base."
This summary should be read in conjunction with, and is subject to, the full
text of this Announcement and its Appendices. In particular, the Acquisition
is subject to the Conditions and certain further terms set out in Appendix I
and to the full terms and conditions which will be set out in the Scheme
Document. Appendix II contains details of sources of information and bases of
calculation contained in this Announcement. Appendix III contains certain
details relating to the irrevocable undertakings and letters of intent
referred to in this Announcement. Appendix IV contains definitions of certain
terms 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 7220 0500
(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
Richard Smith, Chairman
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) +44 (0) 20 3798 5700
Junya Iwamoto
Alexander Lawless
Latham & Watkins (London) LLP are retained as legal advisers to VertiGIS
and Battery.
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 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.
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, VertiGIS, and Battery may contain certain
"forward-looking statements" with respect to 1Spatial, VertiGIS, and Battery.
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/or Battery 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, Battery 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, Battery 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, Battery 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, Battery 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.
Right to switch to a Takeover Offer
Subject to the terms of the Co-operation Agreement, VertiGIS reserves the
right to elect, with the consent of the Takeover Panel, to implement the
Acquisition by way of a Takeover Offer for the entire issued and to be issued
ordinary share capital of 1Spatial as an alternative to the Scheme. In such an
event, the Takeover Offer will be made in accordance with the terms and
conditions set out in this Announcement which would apply to the Scheme (with
any modifications or amendments to such terms and conditions as may be
required by the Takeover Panel or which are necessary as a result of
VertiGIS's election to implement the Acquisition by way of a Takeover Offer),
in accordance with the Co-operation Agreement and subject to the amendments
referred to in Part C of Appendix I.
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.
Announcement not a prospectus
This Announcement does not constitute a prospectus or prospectus equivalent
document.
Private purchases
1Spatial Shareholders should be aware that VertiGIS may purchase 1Spatial
Shares otherwise than under the Scheme or any Takeover Offer, including
pursuant to privately negotiated purchases.
Independent advice
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 FSMA if you are resident
in the United Kingdom or, if not, from another appropriately authorised
independent financial adviser.
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
21 JANUARY 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
1. Introduction
On 12 December 2025, the board of directors of 1Spatial plc ("1Spatial") (the
"1Spatial Directors") announced an agreement in principle with the board of
directors of VertiGIS Ltd ("VertiGIS") on the terms of a possible cash offer
for the entire issued and to be issued ordinary share capital of 1Spatial (the
"Possible Offer Announcement"). That announcement set out that VertiGIS had
completed commercial due diligence and required only limited confirmatory due
diligence for VertiGIS to proceed to making an announcement of a firm
intention to make an offer under Rule 2.7 of the Code.
VertiGIS has now completed its confirmatory due diligence and accordingly the
1Spatial Directors and the board of directors of VertiGIS are pleased to
announce the terms of a recommended cash offer to be made by VertiGIS for the
entire issued and to be issued ordinary share capital of 1Spatial (the
"Acquisition").
2. The Acquisition
Under the terms of the Acquisition, which will be subject to the Conditions,
certain further terms set out in Appendix I and to the full terms and
conditions which will be set out in the Scheme Document, each 1Spatial
Shareholder will be entitled to receive:
73 pence in cash per 1Spatial Share
· The Acquisition values the entire issued and to be
issued ordinary share capital of 1Spatial at approximately £87.10 million.
· The Acquisition represents a premium of approximately:
‒ 56.99 per cent. to the Closing Price of 46.50 pence per 1Spatial
Share on 11 December 2025 (being the last Business Day before the Possible
Offer Announcement);
‒ 51.47 per cent. to the Volume Weighted Average Price of 48.19
pence per 1Spatial Share during the three-month period ended 11 December 2025
(being the last Business Day before the Possible Offer Announcement); and
‒ 53.24 per cent. to the Volume Weighted Average Price of 47.64
pence per 1Spatial Share during the six-month period ended 11 December 2025
(being the last Business Day before the Possible Offer Announcement).
The 1Spatial Shares will be acquired by VertiGIS with full title guarantee,
fully paid and free from all liens, equitable interests, charges,
encumbrances, rights of pre-emption and any other third party rights or
interests whatsoever and together with all rights existing at the date of this
Announcement or thereafter attaching thereto, including (without limitation)
the right to receive and retain, in full, all dividends and other
distributions (if any) declared, made or paid or any other return of capital
(whether by way of reduction of share capital or share premium account or
otherwise) made on or after the Effective Date in respect of the 1Spatial
Shares.
If any dividend or other distribution in respect of the 1Spatial Shares is
declared, paid or made on or after the date of this Announcement, VertiGIS
reserves the right to reduce the consideration payable for each 1Spatial Share
under the terms of the Acquisition by the amount per 1Spatial Share of such
dividend or distribution, in which case any reference in this Announcement to
the consideration payable under the terms of the Acquisition will be deemed to
be a reference to the consideration as so reduced. In such circumstances,
1Spatial Shareholders would be entitled to retain any such dividend or
distribution.
3. Background to and reasons for the Acquisition
1Spatial is a leader in delivering Location Master Data Management ("LMDM")
software and services solutions, helping to solve its customers' data
challenges with user-friendly, no-code, cloud-enabled solutions and business
applications, facilitating automated data governance and delivering increased
efficiencies and significant cost savings for its users.
The Acquisition represents an opportunity for VertiGIS to continue building a
leading global provider of Geographic Information Systems ("GIS") enabled
software and services solutions, by combining its spatial asset management and
GIS solutions for spatial analysis and visualisation, with 1Spatial's LMDM
software and services that deliver a "source of truth" for location data by
ensuring its quality and consistency. By bringing together two complementary
businesses in terms of both customer footprint and geographic footprint, who
are longstanding commercial partners (1Spatial operates as a key distributor
of VertiGIS's products, in particular the VertiGIS Studio product in the UK
and Irish markets), the Acquisition creates a compelling and global
proposition in the market, particularly servicing clients seeking
international software, data and insights solutions.
From a customer end-market perspective, VertiGIS has an existing leadership
position in utilities, government, telecommunications and infrastructure,
whilst 1Spatial has a leadership position in government & public safety,
utilities, and transportation & infrastructure. The combined company will
benefit from the shared go-to-market and customer service expertise that each
business has developed.
From a geographic end-market perspective, VertiGIS has a strong position in
the DACH region (Germany, Austria, and Switzerland), whilst 1Spatial has
strong penetration and a leadership position in the United Kingdom and
Ireland, Europe, the US and Australia.
The combination of the two companies should therefore create a compelling
product and services portfolio in the market for each business's respective
clients.
Finally, VertiGIS believes that in order to maximise its future potential,
1Spatial would be better suited to a private company environment, where
initiatives to improve the performance of the business can be implemented
effectively, working in tandem with VertiGIS, free from the requirement to
meet the public equity market's shorter-term reporting requirements and
expectations.
4. 1Spatial trading update
As flagged in 1Spatial's Interim FY26 Results statement released in October
2025, 1Spatial continues to experience a significant H2 weighting in its
trading reflecting the seasonal skew in 1Spatial's software renewals. While
the 1Spatial Group expects to deliver solid progress achieving revenues of
c.£35 million for the year ending 31 January 2026 ("FY2026"), with
recurring revenue expected to represent over 60 per cent., certain contracts
are now expected to be entered into shortly after the current period end
which, given the impact is solely one of timing, the Board does not believe
affects the medium term prospects or valuation of the Company.
The seasonal patterns of contract renewals are also reflected in 1Spatial's
cash flow profile, with inflows typically generated in Q4 FY2026. 1Spatial
expects to have a net debt position of approximately £3.0 million for FY2026
reflecting the continued investment in working capital to support the
development of the 1Spatial Group.
5. Recommendation
The 1Spatial Directors, who have been so advised by Panmure Liberum as to the
financial terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable. In providing its advice to the 1Spatial Directors,
Panmure Liberum has taken into account the commercial assessments of the
1Spatial Directors. Panmure Liberum is providing independent financial advice
to the 1Spatial Directors for the purposes of Rule 3 of the Code.
Accordingly, the 1Spatial Directors intend to recommend unanimously that the
1Spatial Shareholders vote or procure votes in favour of the Scheme at the
Court Meeting and the Resolutions to be proposed at the General Meeting (or,
subject to the terms of the Co-operation Agreement and with the consent of the
Takeover Panel, if VertiGIS exercises its right to implement the Acquisition
by way of a Takeover Offer, to accept such offer), as the 1Spatial Directors
who hold 1Spatial Shares (in a personal capacity or through a nominee) have
irrevocably undertaken to do in respect of their own (and their connected
persons') beneficial holdings of 1,483,162 1Spatial Shares (representing, in
aggregate, approximately 1.33 per cent. of the 1Spatial Shares in issue on 20
January 2026 (being the last Business Day prior to the date of this
Announcement)).
Further details of these irrevocable undertakings are set out below and in
Appendix III.
6. Background to and reasons for the recommendation
1Spatial has undergone a significant transformation over the past five years,
since 31 January 2020, as it has focused on becoming a SaaS-led recurring
revenue business. Over the period, 1Spatial has delivered consistent revenue
growth whilst growing recurring revenues from 41 per cent. to 62 per cent. of
1Spatial Group revenue. In conjunction, the 1Spatial Group has delivered 10
per cent. CAGR in gross profit in the period from 31 January 2022 to 31
January 2025.
The 1Spatial Directors continue to be focused on transitioning towards a full
SaaS cloud-based revenue model as it seeks to build out a scalable business in
Location Master Data Management software and solutions achieved through
expanding 1Spatial's US operations and SaaS businesses, particularly the
1Streetworks traffic management automation plan product ("1Streetworks").
Launched in January 2023, 1Streetworks fully automates the production of
traffic management plans, diversion routing and asset inventory lists.
Since launch, 1Streetworks has experienced growing industry recognition and
commercial traction, including securing a pilot programme with UK Power
Networks ("UKPN") in February 2024 and in October 2025, secured a £1 million
15-month extension with UKPN, with a one-year extension option. The 1Spatial
Directors believe that 1Streetworks currently serves a c.£400 million
addressable market in the UK, and represents a significant opportunity to
build a high margin SaaS revenue stream.
Beyond 1Streetworks, 1Spatial has an established position in the US which
represented 13 per cent. of 1Spatial's revenues in FY25. The US represents a
"land and expand" opportunity for 1Spatial, focused on government, utilities,
transport and emergency services sectors. 1Spatial has established credentials
and in September 2025 secured an annually renewing $1.7 million enterprise
agreement with the California Department of Transportation ("Caltrans").
Caltrans is one the most influential Departments of Transport ("DOTs") in the
US and use cases that have been implemented within California are replicable
with the other DOTs. 1Spatial has ongoing projects with six additional DOTs,
each with expansion opportunity.
The targeted investments in sales and marketing capacity in FY25 have
delivered an increase in pipeline which now needs to be converted. The
1Spatial Directors are cognisant of the need to further invest in 1Spatial's
next generation data platform and SaaS products which would accelerate the
development of these key growth drivers. To that end, the 1Spatial Directors
indicated in 1Spatial's interim FY26 results statement that it was considering
strategic options for its Australian business to realise value for
re-investment.
The 1Spatial Directors remain confident in the standalone prospects of
1Spatial as an independent company and note the progress achieved against its
strategic priorities, including the growth in software and SaaS revenues.
However, the 1Spatial Directors are also cognisant of the inherent execution
risks associated with scaling the business and capital required to achieve
this.
In light of this, the 1Spatial Directors have carefully evaluated the
Acquisition in the context of current market conditions for UK small‑cap
technology issuers and 1Spatial's capital needs to accelerate execution.
Whilst the directors of 1Spatial have full confidence in 1Spatial being well
positioned for future continued success and that its long-term prospects are
strong as an independent listed entity, they strongly believe that the
recommended offer fairly reflects the strength of the 1Spatial business today
and its future prospects and provides an opportunity for 1Spatial Shareholders
to realise their investment in 1Spatial, in cash, at an attractive price.
Furthermore, the directors of 1Spatial believe that the opportunity presented
for value creation would be best captured in private company environment.
Balancing the attractive long-term prospects for 1Spatial against these risks,
the 1Spatial Directors believe the Acquisition would:
1. Deliver certain and fair value to 1Spatial shareholders, providing an
immediate liquidity event at a cash price representing a premium of
approximately.
‒ 56.99 per cent. to the Closing Price of 46.50 pence per 1Spatial
Share on 11 December 2025 (being the last Business Day before the commencement
of the Offer Period);
‒ 51.47 per cent. to the Volume Weighted Average Price of 48.19
pence per 1Spatial Share during the three-month period ended 11 December 2025
(being the last Business Day before the commencement of the Offer Period); and
‒ 53.24 per cent. to the Volume Weighted Average Price of 47.64
pence per 1Spatial Share during the six-month period ended 11 December 2025
(being the last Business Day before the commencement of the Offer Period).
2. Accelerate 1Spatial's strategy under private ownership, enabling
increased investment in go‑to‑market, product, and customer success beyond
what is feasible given balance‑sheet constraints and the costs and
disclosure obligations associated with an AIM listing.
3. Create a compelling strategic combination with VertiGIS, a Battery
Ventures‑backed global provider of enterprise geospatial software with an
established ESRI ArcGIS® ecosystem, broad industry reach, a track record of
innovation and inorganic growth, and a longstanding commercial partner whereby
1Spatial operates as a key distributor of VertiGIS's products. The 1Spatial
Directors believe that alignment of product capabilities and customer bases
would support faster adoption of 1Spatial's technology and broaden
international distribution.
In considering the Acquisition, the 1Spatial Directors have also taken into
account VertiGIS's stated intentions for the business and its employees. The
1Spatial Directors also believe that the 1Spatial Group's existing employees
will benefit from greater opportunities from being part of VertiGIS as well as
from the intended additional investment by VertiGIS in 1Spatial Group and that
customers who rely on trusted, governed location data may benefit from the
resources of a scaled geospatial platform.
Accordingly, the 1Spatial Directors intend to unanimously recommend the
Acquisition.
7. Conditions
The Acquisition is conditional, amongst other things, upon:
a) the approval of the Scheme by a majority in number representing
not less than 75 per cent. in value of the Scheme Shareholders entitled to
vote and present and voting, either in person or by proxy, at the Court
Meeting (or at any adjournment, postponement or reconvention of such meeting)
on or before the 22nd day after the expected date of the Court Meeting to be
set out in the Scheme Document in due course (or such later date as may be
agreed between VertiGIS and 1Spatial and the Court may allow);
b) the passing of the Resolutions necessary to implement the
Scheme by the requisite majority at the General Meeting to be held on or
before the 22nd day after the expected date of the General Meeting to be set
out in the Scheme Document (or such later date, if any, as VertiGIS and
1Spatial may agree and the Court may allow); and
c) satisfaction of the UK FDI Condition, French FDI Condition and
Belgian FDI Condition.
The attention of 1Spatial Shareholders is drawn to the fact that the
Acquisition is also conditional on other Conditions and certain further terms
set out in Appendix I and to the full terms and conditions which will be set
out in the Scheme Document.
The Scheme Document, along with the notice of the Court Meeting and the
General Meeting and the Forms of Proxy will be despatched to 1Spatial
Shareholders within 28 days of the date of this Announcement, unless VertiGIS
and 1Spatial otherwise agree, and the Takeover Panel consents, to a later
date.
8. Irrevocable undertakings and letters of intent
VertiGIS has received irrevocable undertakings to vote or procure votes in
favour of the Scheme at the Court Meeting and the Resolutions to be proposed
at the General Meeting (or, subject to the terms of the Co-operation Agreement
and with the consent of the Takeover Panel, if VertiGIS exercises its right to
implement the Acquisition by way of a Takeover Offer, to accept such offer)
from those of the 1Spatial Directors who hold 1Spatial Shares (in a personal
capacity or through a nominee) in respect of their (and their connected
persons') entire beneficial holdings of 1Spatial Shares, amounting, in
aggregate, to 1,483,162 1Spatial Shares (representing, in aggregate,
approximately 1.33 per cent. of the 1Spatial Shares in issue on 20 January
2026 (being the last Business Day prior to the date of this Announcement)).
In addition to the irrevocable undertakings from the 1Spatial Directors,
VertiGIS has also received irrevocable undertakings to vote or procure votes
in favour of the Scheme at the Court Meeting and the Resolutions to be
proposed at the General Meeting (or, subject to the terms of the Co-operation
Agreement and with the consent of the Takeover Panel, if VertiGIS exercises
its right to implement the Acquisition by way of a Takeover Offer, to accept
such offer) from Threadneedle Asset Management Limited and Columbia
Threadneedle Management Limited, collectively 1Spatial's largest shareholder,
in respect of 19,795,840 1Spatial Shares representing, in aggregate,
approximately 17.70 per cent. of the 1Spatial Shares in issue on 20 January
2026 (being the last Business Day prior to the date of this Announcement).
VertiGIS has also received non-binding letters of intent to vote or procure
votes in favour of the Scheme at the Court Meeting and the Resolutions to be
proposed at the General Meeting (or, subject to the terms of the Co-operation
Agreement and with the consent of the Takeover Panel, if VertiGIS exercises
its right to implement the Acquisition by way of a Takeover Offer, to accept
such offer) from Canaccord Genuity Asset Management, 1Spatial's second largest
shareholder, Lombard Odier Asset Management (Europe) Limited, J O Hambro
Capital Management Limited, BGF Investments LP and Downing LLP in respect of
37,397,391 1Spatial Shares representing, in aggregate, approximately 33.43 per
cent. of the 1Spatial Shares in issue on 20 January 2026 (being the last
Business Day prior to the date of this Announcement).
In total therefore, as at the date of this Announcement, VertiGIS has received
irrevocable undertakings and letters of intent to vote or procure votes in
favour of the Scheme at the Court Meeting and the Resolutions to be proposed
at the General Meeting (or, if VertiGIS exercises its right to implement the
Acquisition by way of a Takeover Offer, to accept such offer) with respect to
a total of 58,676,393 1Spatial Shares (representing approximately 52.45 per
cent. of the 1Spatial Shares in issue on 20 January 2026 (being the last
Business Day prior to the date of this Announcement)).
Further details of these irrevocable undertakings and letters of intent
(including details of the circumstances in which they cease to be binding) are
set out in Appendix III.
9. Information on VertiGIS and Battery
VertiGIS
VertiGIS, backed by Battery, is a leading spatial asset management and GIS
solutions provider and software developer. VertiGIS's focus is on developing
software solutions and services that enable professionals in utility,
government, telecommunications and infrastructure organisations to connect
their business processes with spatial asset management solutions. Used by more
than 5,000 customers and millions of end users worldwide, VertiGIS's product
portfolio is designed to extend the capabilities of leading GIS software.
Headquartered in London, UK, VertiGIS has over 500 employees operating from
more than 21 offices in 9 countries.
Battery
Battery is a global, technology-focused investment firm with offices in the
U.S., Europe and Israel. Battery invests across early venture capital, growth
equity and buyout investments across the technology sector. Currently
investing from its 14th flagship fund, Battery Ventures XIV, and companion
fund Select Fund II, the funds are together capitalised at a combined $3.8
billion, with Battery having raised +$13 billion since inception.
10. Information on 1Spatial
1Spatial is a leader in delivering LMDM software and solutions, helping to
solve its customers' data challenges with user-friendly, no-code,
cloud-enabled solutions and business applications, facilitating automated data
governance and delivering increased efficiencies and significant cost savings
for its users. Understanding the complexity of location data formats and
sources, the rules that need to be applied to validate data and how to resolve
issues that arise from complex data integration and transformation projects is
key to 1Spatial's offering.
1Spatial provides solutions in the auditing, validation, cleansing,
synchronising, updating and analysing of location data, and its technology
powers some of the world's largest location data implementations, such as
Caltrans in the US and the National Underground Asset Register in the UK.
Patented technology enables 1Spatial to validate, map and integrate data from
multiple sources, systems and formats at speed and at scale, without requiring
the data to be centralised beforehand. Its technology can be used to process
both spatial and non-spatial data.
1Spatial operates across 7 countries with key clients located in 25 countries
and across key segments of government and public safety; utilities; and
transportation and infrastructure. Clients include Caltrans, the State of
Michigan, UK Power Networks, Ordnance Survey and Airbus.
11. Management, employees, pension scheme, research and development
and locations of the 1Spatial Group
The Acquisition represents an opportunity for VertiGIS to continue building a
leading global provider of Geographic Information Systems ("GIS") enabled
software and services solutions, by combining its spatial asset management and
GIS solutions for spatial analysis and visualisation, with 1Spatial's LMDM
software and services. The Acquisition will bring together two complementary
businesses in terms of both customer footprint and geographic footprint, who
are longstanding commercial partners.
Upon the Acquisition becoming Effective, VertiGIS intends to continue its
evaluation and examine in more depth the 1Spatial business, to determine any
organisational and structural changes that should be implemented to integrate
1Spatial into the VertiGIS Group. The complementary nature of the 1Spatial and
VertiGIS businesses means the integration of operations will provide
opportunity for both revenue synergies and cost savings across the Enlarged
Group. The evaluation will focus on 1Spatial's customer relationships,
business expansion opportunities, software and services delivery practices,
and an assessment of the best process for VertiGIS to bring its consistent
operating playbook, management structure and best practices to drive
operational efficiencies in 1Spatial.
Furthermore, VertiGIS intends to invest in the Enlarged Group, both
organically and potentially via acquisitions. VertiGIS has a track record of
making acquisitions and at any point in time is typically evaluating several
potential opportunities across North America, the UK and Europe, and Asia
Pacific, each at varying stages of engagement. With the backing of Battery,
the Enlarged Group has the capability to execute these if it wishes.
Directors, management and employees
VertiGIS attaches great importance to the skills and experience of 1Spatial's
employees including its management team, and their contribution to the success
of the 1Spatial business to date.
It is the intention of VertiGIS to integrate two complementary businesses in a
way which minimises disruption to stakeholders, whilst delivering the expected
opportunities and benefits of the Acquisition.
VertiGIS's preliminary assessment during discussions with 1Spatial has
identified potential synergies arising from the Acquisition, from duplication
of certain common functions of both businesses. VertiGIS anticipates that an
outcome of the integration will be a reduction in employee headcount across
the Enlarged Group to the extent necessary to remove such duplication,
primarily in general administrative and business support roles, including
those corporate headquarters roles which may not be needed on a
re-registration of 1Spatial as a private company, and that the level is likely
to be material when considered against 1Spatial's employee base. The
integration may also result in some further role reorganisation, reduction or
redeployment, which may also be material when considered against 1Spatial's
existing employee base. In addition, VertiGIS anticipates that the integration
may also lead to some role reorganisation, potential reduction in employee
headcount or redeployment in the research and development function, and that
the level is likely to be material when considered against 1Spatial's employee
base. VertiGIS will not be in a position to assess what proportion of such
headcount reduction will be realised at each of VertiGIS and 1Spatial until it
has progressed its post-completion review. It is anticipated that efforts will
be made to mitigate the need for redundancies through the standalone growth of
the Enlarged Group, natural attrition, and the slowing or pausing of select
hiring plans.
The evaluation, preparation, and implementation of any headcount reductions
will be subject to comprehensive planning and appropriate engagement with
stakeholders, including all legally required information and consultation with
employees and employee representatives. Any individuals affected will be
treated in a manner consistent with the established high standards, culture
and practices of VertiGIS, and in accordance with all applicable laws.
VertiGIS confirms that, following the Acquisition becoming Effective, the
existing contractual and statutory employment rights of the 1Spatial Group's
management and employees will be fully safeguarded in accordance with
applicable law.
Subject to the above, VertiGIS does not expect there to be any material
changes in the balance of skills and functions of the employees or management.
VertiGIS believes that the Acquisition will result in greater opportunities
for 1Spatial's staff as part of the Enlarged Group, particularly in terms of
activities that pertain to developing and expanding its market position
internationally.
VertiGIS greatly admires the skills and achievements of 1Spatial's existing
executive management team and following the Acquisition becoming Effective,
VertiGIS intends to work with existing 1Spatial management to identify any
necessary changes to best take 1Spatial forward under VertiGIS ownership.
The Enlarged Group will be led by Andy Berry, CEO of VertiGIS. It is intended
that the broader executive leadership team will be constructed from both
businesses following completion of the Acquisition and following review of
functions post completion. It is expected that some of the 1Spatial executive
management team will leave the Enlarged Group within the 12 months
post-completion.
The non-executive directors will cease to be directors of 1Spatial with effect
from the Scheme becoming Effective.
Research and development
Other than as described above, VertiGIS does not intend to make any material
changes to 1Spatial's research and development function.
Existing rights and pensions
VertiGIS does not intend to make any changes to the eligibility rules or
contribution rates that apply under 1Spatial's defined contribution pension
plans and intends to comply with all applicable law in this regard. 1Spatial
does not operate a defined benefit pension scheme (as defined in the Code).
Incentive arrangements
VertiGIS believes that the ongoing participation of senior management of the
1Spatial Group is very important to the future success of the 1Spatial Group.
VertiGIS has not entered into, has not had discussions on proposals to enter
into, and will not do so prior to the Scheme becoming Effective, any form of
incentivisation arrangements with members of 1Spatial's management. VertiGIS
intends to put in place incentive arrangements for certain members of the
1Spatial management team following completion of the Acquisition.
Headquarters, locations, fixed assets
VertiGIS intends to maintain 1Spatial's existing network of offices and
confirms that it intends to maintain 1Spatial's Cambridge, UK office as the
Enlarged Group's UK headquarters. VertiGIS has no intentions to redeploy the
fixed assets of 1Spatial.
Trading Facilities
1Spatial Shares are currently admitted to trading on AIM. As set out in
paragraph 17 of this Announcement, a request will be made to the London
Stock Exchange to cancel the admission to trading of the 1Spatial Shares on
AIM on or shortly after the Effective Date. VertiGIS intends to re-register
1Spatial as a private company after the Effective Date.
Post-offer undertakings
No statements in this paragraph 11 constitute "post-offer undertakings" for
the purposes of Rule 19.5 of the Code.
12. Financing
The cash consideration payable to 1Spatial Shareholders under the terms of the
Acquisition will be financed by an interim facilities agreement between, among
others, VertiGIS and the Sixth Street Financing Entities, comprising of a
€155,000,000 interim senior term loan facility.
Raymond James, in its capacity as financial adviser to VertiGIS, is satisfied
that sufficient cash resources are available to VertiGIS to enable it to
satisfy in full the cash consideration payable to 1Spatial Shareholders under
the terms of the Acquisition.
Further information on the financing of the Acquisition will be set out in the
Scheme Document.
13. Deferred Shares
In addition to its ordinary share capital, 1Spatial has 226,699,878 Deferred
Shares in issue. The Deferred Shares are not listed on any exchange and have
limited rights.
The Deferred Shares were created by a special resolution of 1Spatial passed on
7 November 2011, with the rights attaching to the Deferred Shares being
contained in that resolution and summarised below.
The Deferred Shares have no right to participate in the profits of 1Spatial
(whether by way of dividend or other distribution), but have the right to
participate on a return of capital on a winding up of 1Spatial by a repayment
of the capital paid up on such Deferred Share after the holders of 1Spatial
Shares have each been paid a sum of £1,000,000 per 1Spatial Share. Holders of
Deferred Shares have no other rights to participate in the assets of 1Spatial.
The Deferred Shares do not confer on their holders any right to receive notice
of, attend or vote at general meetings of 1Spatial, including the Court
Meeting and the General Meeting. Accordingly, the Deferred Shares do not
constitute "equity share capital" for the purposes of the Code and the
Deferred Shares will not form part of the Scheme and no comparable offer under
Rule 14 of the Code will be made for the Deferred Shares.
Further, the special resolution provided that 1Spatial is authorised at any
time to appoint any person to execute on behalf of the holder or holders of
the Deferred Shares a transfer and/or an agreement to transfer, all or any of
the Deferred Shares without making any payment in respect of such transfer to
such person as 1Spatial may determine. The 1Spatial Directors have resolved,
conditional only upon the Court sanction of the Scheme, to exercise the rights
set out in the special resolution to appoint one of the 1Spatial Directors to
act on behalf of all holders of Deferred Shares to transfer and to execute a
contract of sale and transfer by way of customary stock transfer form
transferring all of the Deferred Shares to VertiGIS for nil consideration,
such transfer to be automatically effective on the Scheme becoming effective
in accordance with its terms.
14. Offer-related arrangements
Confidentiality Agreement
1Spatial plc and VertiGIS Ltd entered into a confidentiality agreement on 9
October 2025 (the "Confidentiality Agreement") pursuant to which VertiGIS has
undertaken to keep, and to procure that certain of its authorised
representatives keep, information relating to 1Spatial and/or to the potential
acquisition confidential, to use such information solely for evaluation,
negotiations and related fund‑raising, and not to disclose such information
to any third party (with certain exceptions). These confidentiality
obligations continue in force notwithstanding any decision not to proceed or
the return/destruction of information, but terminate on completion of the
acquisition as regards information belonging or relating to 1Spatial and its
group.
The agreement also contains undertakings from VertiGIS that, for a period of
12 months from the date of the agreement, it shall not, and shall procure that
no VertiGIS group company shall: (i) induce or attempt to induce any director
or executive/managerial employee of the 1Spatial Group who came into contact
with VertiGIS during the process to leave their employment, (ii) employ or
offer to employ or attempt to employ any such person; (iii) canvass, solicit
or otherwise seek the custom of any customer or client of the 1Spatial Group
at the date of the agreement (or in the preceding 12 months) in relation to
goods or services similar or identical to those supplied or provided by
VertiGIS or its group (subject to ordinary‑course carve‑outs); or (iv)
induce or attempt to induce any such customer or client to change adversely
the terms, frequency or volume of its dealings with the 1Spatial Group,
subject to limited exceptions (including general advertisements and search
firms not specifically instructed).
VertiGIS has also agreed to standstill arrangements pursuant to which, for a
period of 12 months from the date of the agreement, VertiGIS will not, and
will procure that certain connected persons shall not, acquire shares or other
securities of 1Spatial or any interest in them, or otherwise take actions that
could oblige any person to announce or make an offer for 1Spatial, or solicit
1Spatial's shareholders in connection with an acquisition; these restrictions
fall away if: (i) VertiGIS (or a VertiGIS group company) announces a
recommended firm intention to acquire 1Spatial under Rule 2.7 of the Code;
(ii) a third party not acting in concert with VertiGIS (or a VertiGIS group
company) announces a firm intention to acquire 1Spatial under Rule 2.7 of the
Code; or (iii) 1Spatial announces that a person not acting in concert with
VertiGIS or any VertiGIS group company has agreed to acquire all or
substantially all of the undertaking, assets or business of the 1Spatial
group.
Co-operation Agreement
On the date of this Announcement, 1Spatial and VertiGIS have entered into a
Co-operation Agreement in relation to the Acquisition pursuant to which, among
other things:
a) VertiGIS has agreed to use all reasonable endeavours to secure all
regulatory clearances and authorisations as soon as reasonably practicable
following the date of this Announcement and in any event in sufficient time to
enable the Effective Date to occur by the Long Stop Date;
b) VertiGIS shall be responsible for determining the strategy for
obtaining such regulatory clearances and authorisations after prior
consultation with 1Spatial and after having taken into account 1Spatial's
reasonable comments;
c) 1Spatial and VertiGIS have agreed to certain customary undertakings to
co-operate in relation to such regulatory clearances and authorisations;
d) VertiGIS has agreed to provide 1Spatial with certain information for
the purposes of the Scheme Document and to otherwise assist with the
preparation of the Scheme Document;
e) each of 1Spatial and VertiGIS has agreed to take certain actions to
implement certain proposals in relation to the 1Spatial Share Plan; and
f) VertiGIS has a right to switch to a Takeover Offer in specified
circumstances and VertiGIS has agreed to certain provisions if the Scheme
should switch to a Takeover Offer.
The Co-operation Agreement shall terminate with immediate effect:
a) if agreed in writing between the parties at any time;
b) upon service of written notice by either VertiGIS or 1Spatial to the
other if, prior to the Long Stop Date, any Condition which has not been waived
is (or has become) incapable of satisfaction by the Long Stop Date (in
circumstances where invocation of the relevant Condition (or confirmation that
the Condition is incapable of satisfaction, as appropriate) is permitted by
the Takeover Panel);
c) VertiGIS invokes a Condition (in circumstances where invocation of the
relevant Condition is permitted by the Takeover Panel) and the Scheme has been
withdrawn (otherwise than as a result of a switch to a Takeover Offer) or,
following such a switch, the Takeover Offer lapses;
d) upon service of written notice by VertiGIS to 1Spatial if: (i) an
Adverse Recommendation Change (as defined in the Co-operation Agreement)
occurs; (ii) if the Acquisition is being implemented by way of a Scheme and:
(A) the Court Meeting and the General Meeting are not held on or before the
22nd day after the expected date of the Court Meeting and the General Meeting
(as applicable) to be set out in the Scheme Document (or subsequent
announcement of the Acquisition timetable) (or such later date as may be
agreed in writing between the parties with the consent of the Takeover Panel
and the approval of the Court (if such approval(s) are required)); or (B) the
Sanction Hearing is not held on or before the later of (A) the 22nd day after
the expected day of the Sanction Hearing as set out in the Scheme Document (or
subsequent announcement of the Acquisition timetable); and (B) thirty days
after all the Conditions have been satisfied or waived (or such later date as
may be agreed in writing between the parties with the consent of the Takeover
Panel and the approval of the Court (if such approval(s) are required)); (iii)
if a Competing Proposal (as defined in the Co-operation Agreement): (i) is
recommended in whole or in part by the 1Spatial Board; or (ii) completes,
becomes effective or becomes unconditional in all respects;
e) if the Acquisition is, with the consent of the Takeover Panel,
withdrawn or lapses in accordance with its terms prior to the Long Stop Date
(other than where (i) such lapse or withdrawal is as a result of the exercise
of VertiGIS's right to effect a Switch (as defined in the Co-operation
Agreement) or (ii) it is otherwise to be followed within five Business Days by
an announcement under Rule 2.7 of the Code made by VertiGIS or a person acting
in concert with it to implement the Acquisition by a different offer or scheme
on substantially the same or improved terms and which is (or is intended to
be) recommended by the 1Spatial Board); or
f) unless otherwise agreed by the parties in writing or required by the
Takeover Panel, if the Effective Date has not occurred by the Long Stop Date.
Clean Team Agreement and Joint Defence Agreement
1Spatial, VertiGIS, Travers Smith LLP and Latham & Watkins (London) LLP
have entered into a Clean Team and Joint Defence Agreement dated 22 December
2025, the purpose of which is to ensure that the exchange and/or disclosure of
certain materials relating to the parties and in relation to the antitrust and
regulatory aspects of the Acquisition only takes place between their
respective external counsel and external experts, and does not diminish in any
way the confidentiality of such materials and does not result in a waiver of
any privilege, right or immunity that might otherwise be available.
15. Structure of the Acquisition
Scheme
It is intended that the Acquisition will be effected by a Court-sanctioned
scheme of arrangement between 1Spatial and the Scheme Shareholders under Part
26 of the Companies Act. VertiGIS reserves the right (with the consent of the
Takeover Panel, if required), and while the Co-operation Agreement is
continuing, subject to the terms of the Co-operation Agreement, to implement
the Acquisition by way of a Takeover Offer.
The purpose of the Scheme is to provide for VertiGIS to become the owner of
the whole of the issued and to be issued ordinary share capital of 1Spatial.
Under the Scheme, the Acquisition is to be achieved by the transfer of the
Scheme Shares held by Scheme Shareholders to VertiGIS in consideration for
which the Scheme Shareholders will receive cash consideration pursuant to the
Scheme.
Approval by Court Meeting and General Meeting
To become Effective, the Scheme requires, amongst other things, the:
a) approval of a majority in number of the Scheme Shareholders who vote,
representing not less than 75 per cent. in value of the Scheme Shares voted,
either in person or by proxy, at the Court Meeting; and
b) approval by the requisite majority of the Resolutions at the General
Meeting (to be held directly after the Court Meeting) necessary in order to
implement the Scheme.
Application to Court to sanction the Scheme
Once the approvals have been obtained at the Court Meeting and the General
Meeting and the other Conditions have been satisfied or (where applicable)
waived, the Scheme must be sanctioned by the Court at the Sanction Hearing
before it can become Effective.
The Scheme will become Effective in accordance with its terms on delivery of
the Court Order to the Registrar of Companies. Upon the Scheme becoming
Effective, it will be binding on all Scheme Shareholders, irrespective of
whether or not they attended or voted at the Court Meeting or General Meeting,
or whether they voted in favour of or against the Scheme.
The Scheme will contain a provision for VertiGIS and 1Spatial to jointly
consent, on behalf of all persons concerned, to any modification of or
addition to the Scheme or to any condition that the Court may approve or
impose. 1Spatial has been advised that the Court would be unlikely to approve
any modification of, or addition to, or impose a condition to the Scheme which
might be material to the interests of Scheme Shareholders unless Scheme
Shareholders were informed of such modification, addition or condition. It
would be a matter for the Court to decide, in its discretion, whether or not a
further meeting of the 1Spatial Shareholders should be held in these
circumstances.
Full details of the Scheme to be set out in the Scheme Document
The Scheme Document will include full details of the Scheme, including the
expected timetable and the action to be taken by Scheme Shareholders. The
Scheme will be governed by English law. The Scheme will be subject to the
applicable requirements of the Code, the Takeover Panel, the AIM Rules, the
London Stock Exchange and the FCA.
The Scheme Document, along with the notice of the Court Meeting and the
General Meeting and the Forms of Proxy will be despatched to 1Spatial
Shareholders within 28 days of the date of this Announcement, unless VertiGIS
and 1Spatial otherwise agree, and the Takeover Panel consents, to a later
date. Subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, the Scheme Document will also be made available on
1Spatial's website at https://1spatial.com/investors/possible-offer/ and
VertiGIS's website at https://www.vertigis.com/1spatial-plc/.
At this stage, subject to the satisfaction or waiver of the Conditions and
certain further terms set out in Appendix I, VertiGIS and 1Spatial expect the
Acquisition to become Effective during the first half of 2026.
If the Scheme does not become Effective on or before the Long Stop Date (or
such later date as VertiGIS and 1Spatial may, with the consent of the Takeover
Panel and, if required, the Court, agree) it will lapse and the Acquisition
will not proceed (unless the Takeover Panel otherwise consents).
Right to switch to a Takeover Offer
Subject to the terms of the Co-operation Agreement, VertiGIS reserves the
right to elect, with the consent of the Takeover Panel, to implement the
Acquisition by way of a Takeover Offer for the issued and to be issued
ordinary share capital of 1Spatial as an alternative to the Scheme. In such an
event, the Takeover Offer will be made in accordance with the terms and
conditions set out in this Announcement which would apply to the Scheme (with
any modifications or amendments to such terms and conditions as may be
required by the Takeover Panel or which are necessary as a result of
VertiGIS's election to implement the Acquisition by way of a Takeover Offer),
in accordance with the Co-operation Agreement and subject to the amendments
referred to in Part C of Appendix I.
16. 1Spatial Share Plan
Participants in the 1Spatial Share Plan will be contacted regarding the effect
of the Acquisition on their rights under the 1Spatial Share Plan and, where
relevant, appropriate proposals will be made to such participants pursuant to
Rule 15 of the Code in due course. Further details of these proposals and the
impact of the Acquisition on the 1Spatial Share Plan are summarised in the
Co-operation Agreement and will be set out in the Scheme Document and in
separate letters to be sent to participants of the 1Spatial Share Plan at or
around the same time as the Scheme Document.
17. De-listing and re-registration
It is intended that the London Stock Exchange will be requested to cancel
trading of 1Spatial Shares on AIM on or shortly after the Effective Date. It
is expected that the last day of dealings in 1Spatial Shares on AIM will be
the Business Day immediately prior to the Effective Date and that no transfers
will be registered after 6.00 p.m. on that date. Upon the Scheme becoming
Effective, share certificates in respect of the 1Spatial Shares will cease to
be valid and should be destroyed. In addition, entitlements to 1Spatial Shares
held within the CREST system will be cancelled on the Effective Date.
As soon as practicable after the Effective Date, it is intended that 1Spatial
will be re-registered as a private limited company under the relevant
provisions of the Companies Act.
18. Disclosure of interests in 1Spatial
As at the close of business on 20 January 2026, being the last Business Day
prior to the date of this Announcement, save for the irrevocable undertakings
and letters of intent referred to in paragraph 8 above, neither VertiGIS
nor, so far as VertiGIS is aware, any person acting, or deemed to be acting,
in concert with VertiGIS:
a) had an interest in, or right to subscribe for, relevant
securities of 1Spatial;
b) had any short position in (whether conditional or absolute and
whether in the money or otherwise), including any short position under a
derivative, any agreement to sell or any delivery obligation or right to
require another person to purchase or take delivery of, relevant securities of
1Spatial;
c) had procured an irrevocable commitment or letter of intent to
accept the terms of the Acquisition in respect of relevant securities of
1Spatial;
d) had borrowed or lent any 1Spatial Shares (including, for these
purposes, any financial collateral arrangements of the kind referred to in
Note 4 on Rule 4.6 of the Code) save for any borrowed shares which have been
either on-lent or resold; or
e) is a party to any dealing arrangement of the kind referred to
in Note 11 on the definition of acting in concert in the Code.
Furthermore, save for the irrevocable undertakings and letters of intent
described in paragraph 8 above, no arrangement exists between 1Spatial or
VertiGIS or a person acting in concert with 1Spatial or VertiGIS in relation
to 1Spatial Shares. For these purposes, an "arrangement" includes any
indemnity or option arrangement, any agreement or any understanding, formal or
informal, of whatever nature, relating to 1Spatial Shares which may be an
inducement to deal or refrain from dealing in such securities.
19. Documents on display
Copies of this Announcement and the following documents will, by no later than
12:00 noon on the Business Day following the date of this Announcement, be
made available on 1Spatial's website at
https://1spatial.com/investors/possible-offer/ and on VertiGIS's website
https://www.vertigis.com/1spatial-plc/ until the end of the Offer Period:
· this Announcement;
· the irrevocable undertakings and letters of intent
referred to in paragraph 8;
· the Confidentiality Agreement;
· the Co-operation Agreement;
· Clean Team and Joint Defence Agreement;
· the documents entered into in relation to the financing
of the Acquisition referred to in paragraph 12; and
· consent letters from each of Raymond James, Panmure
Liberum and Cavendish.
None of the contents of any website referred to in this Announcement, or the
content of any other website accessible from hyperlinks on either such
website, is incorporated into or forms part of, this Announcement.
20. General
The Acquisition will be subject to the Conditions, certain further terms set
out in Appendix I and to the full terms and conditions which will be set out
in the Scheme Document. The Scheme Document, along with the notice of the
Court Meeting and the General Meeting and the Forms of Proxy will be
despatched to 1Spatial Shareholders within 28 days of the date of this
Announcement, (or by such later date as VertiGIS and 1Spatial may agree, with
the consent of the Takeover Panel).
In deciding whether or not to vote or procure votes in favour of the Scheme at
the Court Meeting and the Resolutions to be proposed at the General Meeting,
1Spatial Shareholders should rely on the information contained, and follow the
procedures described, in the Scheme Document.
Raymond James, Panmure Liberum and Cavendish have each given and not withdrawn
their consent to the inclusion in this Announcement of the references to their
names in the form and context in which they appear.
Appendix II contains details of sources of information and bases of
calculation contained in this Announcement. Appendix III contains certain
details relating to the irrevocable undertakings and letters of intent
referred to in this Announcement. Appendix IV contains definitions of certain
terms used in this Announcement.
This Announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities.
The implications of the Acquisition for persons resident in, or citizens of,
jurisdictions outside the United Kingdom may be affected by the laws of the
relevant jurisdictions. Such persons should inform themselves about and
observe any applicable requirements.
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 7220 0500
(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
Richard Smith, Chairman
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) +44 (0) 20 3798 5700
Junya Iwamoto
Alexander Lawless
Latham & Watkins (London) LLP are retained as legal advisers to VertiGIS
and Battery.
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 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.
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, VertiGIS, and Battery may contain certain
"forward-looking statements" with respect to 1Spatial, VertiGIS, and Battery.
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/or Battery 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, Battery 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, Battery 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, Battery 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, Battery 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.
Right to switch to a Takeover Offer
Subject to the terms of the Co-operation Agreement, VertiGIS reserves the
right to elect, with the consent of the Takeover Panel, to implement the
Acquisition by way of a Takeover Offer for the entire issued and to be issued
ordinary share capital of 1Spatial as an alternative to the Scheme. In such an
event, the Takeover Offer will be made in accordance with the terms and
conditions set out in this Announcement which would apply to the Scheme (with
any modifications or amendments to such terms and conditions as may be
required by the Takeover Panel or which are necessary as a result of
VertiGIS's election to implement the Acquisition by way of a Takeover Offer),
in accordance with the Co-operation Agreement and subject to the amendments
referred to in Part C of Appendix I.
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.
Announcement not a prospectus
This Announcement does not constitute a prospectus or prospectus equivalent
document.
Private purchases
1Spatial Shareholders should be aware that VertiGIS may purchase 1Spatial
Shares otherwise than under the Scheme or any Takeover Offer, including
pursuant to privately negotiated purchases.
Independent advice
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 FSMA if you are resident
in the United Kingdom or, if not, from another appropriately authorised
independent financial adviser.
APPENDIX I
CONDITIONS OF THE ACQUISITION AND CERTAIN FURTHER TERMS
Part A:
Conditions to the Scheme and the Acquisition
Long Stop Date
1. The Acquisition will be conditional upon the Scheme
becoming unconditional and Effective, subject to the Code, by not later than
11:59 p.m. on the Long Stop Date.
Scheme approval
2. The Scheme will be subject to the following Conditions:
(a)
(i) its approval by a majority in number of Scheme
Shareholders who are on the register of members of 1Spatial at the Voting
Record Time and who are present, entitled to vote and voting, whether in
person or by proxy, at the Court Meeting and at any separate class meeting
which may be required by the Court (or any adjournment of any such meeting)
and who represent at least 75 per cent. in value of the Scheme Shares voted by
those Scheme Shareholders; and
(ii) the Court Meeting and any separate class meeting which may
be required (or any adjournment of any such meeting) being held on or before
the 22nd day after the expected date of the Court Meeting to be set out in the
Scheme Document (or such later date, if any, as: (A) VertiGIS and 1Spatial may
agree; or (B) (in a competitive situation) as may be specified by VertiGIS
with the consent of the Takeover Panel, and in each case that, if so required,
the Court may allow);
(b)
(i) the passing of the Resolutions by the requisite majority
of 1Spatial Shareholders at the General Meeting (or any adjournment thereof);
and
(ii) the General Meeting being held on or before the 22nd day
after the expected date of the General Meeting to be set out in the Scheme
Document (or such later date, if any, as: (A) VertiGIS and 1Spatial may agree;
or (B) (in a competitive situation) as may be specified by VertiGIS with the
consent of the Takeover Panel, and in each case that, if so required, the
Court may allow); and
(c)
(i) the sanction of the Scheme by the Court (with or without
modification but subject to any modification being on terms acceptable to
VertiGIS and 1Spatial) and the delivery of a copy of the Court Order to the
Registrar of Companies; and
(ii) the Sanction Hearing being held on or before the 22nd day
after the expected date of the Sanction Hearing to be set out in the Scheme
Document (or such later date, if any, as: (A) VertiGIS and 1Spatial may agree;
or (B) (in a competitive situation) as may be specified by VertiGIS with the
consent of the Takeover Panel, and in each case that, if so required, the
Court may allow).
3. In addition, except as stated in Part B below and subject
to the requirements of the Takeover Panel, the Acquisition shall be
conditional upon the following Conditions and, accordingly, the Court Order
shall not be delivered to the Registrar of Companies unless such Conditions
(as amended, if appropriate) have been satisfied (and continue to be satisfied
pending the commencement of the Sanction Hearing) or, where relevant, waived
prior to the Scheme being sanctioned by the Court:
Antitrust approvals
UK FDI Condition
(a) following a notification in accordance with the requirements
of the National Security and Investment Act 2021 ("NSI Act"):
(i) the Secretary of State rejecting the notification pursuant
to section 14(6)(a) of the NSI Act on the basis that it does meet the
requirements of section 14 of the NSI Act insofar as it does not concern a
"notifiable acquisition" as defined in section 6(2) of the NSI Act or
otherwise indicating that the Acquisition is not subject to mandatory
notification under the NSI Act;
(ii) confirmation having been received in writing that the
Secretary of State will not take any further action under section 14(8)(b)(ii)
of the NSI Act in relation to the Acquisition; or
(iii) in the event that a call-in notice is given in relation to
the Acquisition pursuant to section 14(8)(b)(i) of the NSI Act, the Secretary
of State either:
(A) giving a final notification pursuant to section 26(1)(b) of the
NSI Act confirming that no further action will be taken in relation to the
Acquisition under the NSI Act; or
(B) making a final order pursuant to section 26(1)(a) of the NSI Act
permitting the Acquisition to proceed subject to remedies or requirements;
French FDI Condition
(b) following a notification in accordance with the requirements
of articles L. 151-1 et seq. and R. 151-1 et seq. of the French Monetary and
Financial Code (Code monétaire et financier), in each case within the
relevant time period in accordance with article R. 151-6 of the French
Monetary and Financial Code:
(i) a decision from the French Minister of Economy which
authorizes the Acquisition pursuant to articles L. 151-3 et seq. of the French
Monetary and Financial Code including where the authorization is subject to
remedies, conditions, limitations or commitments; or
(ii) a written confirmation from the French Minister of Economy
that the Acquisition does not fall within the scope of articles L. 151-3 et
seq. of the French Monetary and Financial Code;
Belgian FDI Condition
(c) the Interfederal Screening Commission (Interfederale
Screeningcommissie/Commission de filtrage interfédérale) under the screening
regime established by the Interfederal Cooperation Agreement of 30 November
2022 (as amended) (Interfederaal Samenwerkingsakkoord van 30 november
2022/Accord de Coopération Interfédérale du 30 novembre 2022) either:
(i) having taken a decision to take no further action
following the preliminary review procedure (Toetsingsprocedure/Procédure de
vérification) or the expiration of the waiting period of the preliminary
review procedure; or
(ii) having taken a decision to approve the Acquisition
following any screening procedure (Screeningsprocedure/Procédure de
filtrage), including subject to remedies, conditions, limitations or
commitments;
General Third Party approvals
(d) all notifications, filings or applications which are
necessary or reasonably considered appropriate or desirable by VertiGIS having
been made in connection with the Acquisition and all necessary waiting periods
(including any extensions thereof) under any applicable legislation or
regulation of any jurisdiction having expired, lapsed or been terminated (as
appropriate) and all statutory and regulatory obligations in any jurisdiction
having been complied with in each case in respect of the Acquisition and all
Authorisations deemed reasonably necessary or appropriate by VertiGIS in any
jurisdiction for or in respect of the Acquisition (including, without
limitation, its implementation and financing) and, except pursuant to Chapter
3 of Part 28 of the Companies Act, the acquisition or the proposed acquisition
of any shares or other securities in, or control or management of, 1Spatial or
any other member of the Wider 1Spatial Group by any member of the Wider
VertiGIS Group having been obtained in terms and in a form reasonably
satisfactory to VertiGIS from all appropriate Third Parties or (without
prejudice to the generality of the foregoing) from any person or bodies with
whom any member of the Wider 1Spatial Group or the Wider VertiGIS Group has
entered into contractual arrangements and all such Authorisations necessary,
appropriate or desirable to carry on the business of any member of the Wider
1Spatial Group in any jurisdiction having been obtained and all such
Authorisations remaining in full force and effect at the time at which the
Acquisition becomes otherwise unconditional and there being no notice or
intimation of an intention to revoke, suspend, restrict, modify or not to
renew such Authorisations;
(e) save as set in respect of Conditions 3(a) to
3(d), no Third Party having given notice of a decision to take,
institute, implement or threaten any action, proceeding, suit, investigation,
enquiry or reference, or having required any action to be taken or otherwise
having done anything, or having enacted, made or proposed any statute,
regulation, decision, order or change to published practice and there not
continuing to be outstanding any statute, regulation, decision or order (and
in each case not having withdrawn the same) which would or might reasonably be
expected to (in any case to an extent or in a manner which is materially
adverse in the context of the Acquisition or the Wider 1Spatial Group taken as
a whole):
(i) require, prevent or materially delay the divestiture or
materially alter the terms envisaged for such divestiture by any member of the
Wider VertiGIS Group or by any member of the Wider 1Spatial Group of all or
any material part of their respective businesses, assets, property or any
shares or other securities (or the equivalent) in any member of the Wider
1Spatial Group or any member of the Wider VertiGIS Group or impose any
material limitation on the ability of all or any of them to conduct their
respective businesses (or any material part thereof) or to own, control or
manage any of their respective assets or properties (or any part thereof);
(ii) except pursuant to Chapter 3 of Part 28 of the Companies
Act in the event that VertiGIS elects to implement the Acquisition by way of a
Takeover Offer, require any member of the Wider VertiGIS Group or the Wider
1Spatial Group to acquire or offer to acquire any shares, other securities (or
the equivalent) or interest in any member of the Wider 1Spatial Group or any
asset owned by any Third Party (other than in connection with the
implementation of the Acquisition);
(iii) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider VertiGIS Group, directly or
indirectly, to acquire, hold or exercise effectively all or any rights of
ownership in respect of shares or loans or securities convertible into shares
or other securities (or the equivalent) in 1Spatial or on the ability of any
member of the Wider 1Spatial Group or any member of the Wider VertiGIS Group,
directly or indirectly, to hold or exercise effectively all or any rights of
ownership in respect of shares or loans or any other securities (or the
equivalent) in, or to exercise voting or management control over, any other
member of the Wider 1Spatial Group;
(iv) result in any member of the Wider 1Spatial Group or any
member of the Wider VertiGIS Group ceasing to be able to carry on business
under any names under which it currently carries on business;
(v) make the Acquisition or its implementation void,
unenforceable and/or illegal under the laws of any relevant jurisdiction, or
otherwise, directly or indirectly, materially prevent or prohibit, restrict,
restrain or delay or otherwise interfere with to a material extent the
implementation of, or impose material additional conditions or obligations
with respect to, or otherwise materially challenge, impede, interfere or
require material amendment to the terms of the Acquisition;
(vi) impose any material limitation on, or result in material
delay in, the ability of any member of the Wider VertiGIS Group or any member
of the Wider 1Spatial Group to conduct, integrate or co-ordinate all or any
material part of its business with all or any part of the business of any
other member of the Wider VertiGIS Group and/or the Wider 1Spatial Group;
(vii) require any member of the Wider 1Spatial Group to
relinquish, terminate or amend in any material way any material contract to
which any member of the Wider 1Spatial Group or the Wider VertiGIS Group is a
party;
(viii) require any member of the Wider VertiGIS Group or any member
of the Wider 1Spatial Group or any of their respective affiliates to: (A)
invest, contribute or loan any capital or assets to; or (B) guarantee or
pledge capital assets for the benefit of any member of the Wider VertiGIS
Group or any member of the Wider 1Spatial Group, which in each such case or
together is material and adverse in the context of the Wider 1Spatial Group,
taken as a whole, or in the context of the Acquisition; or
(ix) otherwise materially adversely affect all or any of the
business, value, assets, liabilities, profits, operational performance,
financial or trading position or prospects of any member of the Wider 1Spatial
Group or any member of the Wider VertiGIS Group;
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could decide to take, institute,
implement or threaten any such action, proceeding, suit, investigation,
enquiry or reference or take any other step under the laws of any jurisdiction
in respect of the Acquisition or the acquisition or proposed acquisition of
any 1Spatial Shares or other securities in, or control or management of,
1Spatial or otherwise intervene having expired, lapsed or been terminated;
Other regulatory approvals
(f) each Governmental Entity, which regulates or licences any
member of the 1Spatial Group or any other body corporate in which any member
of the 1Spatial Group has an interest in shares, and whose prior approval,
consent or non-objection to any change in control, or acquisition of (or
increase in) control in respect of that or any other member of the 1Spatial
Group is required, or any Governmental Entity, whose prior approval of,
consent to or non-objection to the Acquisition is otherwise required, or from
whom one or more material licences or permissions are required in order to
complete the Acquisition, having given its approval, non-objection or
legitimate deemed consent or consent in writing thereto and, as the case may
be, having granted such licences and permissions (in each case where required
and on terms reasonably satisfactory to VertiGIS), and in each case the impact
of which would be, or might reasonably be expected to be, materially adverse
to the Wider 1Spatial Group, taken as a whole;
Notifications, waiting periods and authorisations
(g) all material notifications, filings or applications which
are necessary or reasonably considered appropriate or desirable by VertiGIS
having been made in connection with the Acquisition and all necessary waiting
and other time periods (including any extensions thereof) under any applicable
legislation or regulation of any jurisdiction having expired, lapsed or been
terminated (as appropriate) and all statutory and regulatory obligations in
any jurisdiction having been complied with, in each case, in respect of the
Acquisition and all Authorisations deemed reasonably necessary by VertiGIS in
any jurisdiction for or in respect of the Acquisition and, except pursuant to
Chapter 3 of Part 28 of the Companies Act in respect of the Acquisition having
been obtained in a form reasonably satisfactory to VertiGIS from all
appropriate Third Parties and all such Authorisations remaining in full force
and effect at the time at which the Acquisition becomes Effective or otherwise
wholly unconditional and there being no notice or intimation of an intention
to revoke, suspend, restrict, modify or not to renew such Authorisations, in
each case in a way that would be materially adverse to the Wider 1Spatial
Group, taken as a whole;
Certain matters arising as a result of any arrangement, agreement, etc.
(h) except as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other instrument
to which any member of the Wider 1Spatial Group is a party, or by or to which
any such member or any of its assets is or may be bound, entitled or subject,
or any event or circumstance which, as a consequence of the Acquisition would
or might reasonably be expected to result in (in each case to an extent or in
a manner which is materially adverse in the context of the Wider 1Spatial
Group taken as a whole):
(i) any monies borrowed by, or any other indebtedness or
liabilities (actual or contingent) of, or any grant available to, any such
member being or becoming repayable, or capable of being declared repayable,
immediately or prior to its or their stated maturity date or repayment date,
or the ability of any such member to borrow monies or incur any indebtedness
being withdrawn or inhibited or being capable of becoming or being withdrawn
or inhibited;
(ii) the creation, save in the ordinary and usual course of
business, or enforcement of any mortgage, charge or other security interest
over the whole or any part of the business, property or assets of such member
or any such mortgage, charge or other security interest (whenever created,
arising or having arisen) becoming enforceable;
(iii) any such arrangement, agreement, lease, licence,
franchise, permit or other instrument or the rights, liabilities, obligations
or interests of any such member in or with any other person (or any
arrangement or arrangements relating to any such interests or business) being
materially adversely modified or adversely affected or any onerous obligation
or liability arising or any adverse action being terminated, taken or arising
thereunder;
(iv) any liability of any such member to make any severance,
termination, bonus or other payment to any of its directors or other officers;
(v) the rights, liabilities, obligations, interests or business
of any such member under any such arrangement, agreement, licence, permit,
lease or instrument or the interests or business of any such member or any
member of the Wider 1Spatial Group in or with any other person or body or firm
or company (or any arrangement relating to any such interests or business)
being terminated, or materially adversely modified or affected or any onerous
obligation or liability arising or any adverse action being taken thereunder;
(vi) any such member ceasing to be able to carry on business under
any name under which it presently carries on business;
(vii) any material assets or interests of, or any material asset
the use of which is enjoyed by, any such member being or falling to be
disposed of or charged or any right arising under which any such asset or
interest could be required to be disposed of or charged or could cease to be
available to any such member otherwise than in the ordinary course of
business;
(viii) the financial or trading position or prospects of, any such
member being materially prejudiced or materially adversely affected; or
(ix) the creation or acceleration of any material liability
(actual or contingent) by any such member other than trade creditors or other
liabilities incurred in the ordinary course of business or in connection with
the Acquisition,
and, except as Disclosed, no event having occurred which, under any provision
of any arrangement, agreement, licence, permit, franchise, lease or other
instrument to which any member of the Wider 1Spatial Group is a party or by or
to which any such member or any of its assets are bound, entitled or subject,
would or might reasonably be expected to result in any of the events or
circumstances as are referred to in Conditions (h)(i) to (ix) above,
in each case which is or would be materially adverse in the context of the
Wider 1Spatial Group taken as a whole;
Certain events occurring since 31 January 2025
(i) except as Disclosed, no member of the Wider 1Spatial Group
having since 31 January 2025:
(i) except for shares issued or transferred out of treasury
pursuant to awards under the 1Spatial Share Plan issued or agreed to issue or
authorised or proposed or announced its intention to authorise or propose the
issue, of additional shares of any class, or securities or securities
convertible into, or exchangeable for, or rights, warrants or options to
subscribe for or acquire, any such shares, securities or convertible
securities or transferred or sold or agreed to transfer or sell or authorised
or proposed the transfer or sale of 1Spatial Shares out of treasury (except,
where relevant, as between 1Spatial and wholly-owned subsidiaries of 1Spatial
or between the wholly-owned subsidiaries of 1Spatial);
(ii) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus, dividend or other distribution or
return of capital (whether payable in cash or otherwise) other than dividends
(or other distributions or returns of capital whether payable in cash or
otherwise) lawfully paid or made by any wholly-owned subsidiary of 1Spatial to
1Spatial or any of its wholly-owned subsidiaries;
(iii) other than pursuant to the Acquisition (and except for
transactions between 1Spatial and its wholly-owned subsidiaries or between the
wholly-owned subsidiaries of 1Spatial and transactions in the ordinary course
of business) implemented, effected, authorised or proposed or announced its
intention to implement, effect, authorise or propose any merger, demerger,
reconstruction, amalgamation, scheme, commitment or acquisition or disposal of
assets or shares or loan capital (or the equivalent thereof) in any
undertaking or undertakings;
(iv) except for transactions between 1Spatial and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of 1Spatial and
transactions in the ordinary course of business, disposed of, or transferred,
mortgaged or created any security interest over any material asset or any
right, title or interest in any material asset or authorised, proposed or
announced any intention to do so;
(v) except for transactions between 1Spatial and its
wholly-owned subsidiaries or between the wholly-owned subsidiaries of 1Spatial
issued, authorised or proposed or announced an intention to authorise or
propose, the issue of or made any change in or to the terms of any debentures
or become subject to any contingent liability or incurred or increased any
indebtedness;
(vi) entered into or varied any material contract, arrangement,
agreement, transaction or commitment (whether in respect of capital
expenditure or otherwise) which is of a long term, unusual or onerous nature
or magnitude or which is or which involves or could involve an obligation of
an onerous nature or magnitude, otherwise than in the ordinary course of
business;
(vii) entered into, materially varied, authorised or proposed
entry into or variation of the terms of, or made any offer (which remains open
for acceptance) to enter into or vary to a material extent the terms of any
contract, service agreement, commitment or arrangement with any director or
senior executive of any member of the Wider 1Spatial Group, save to the extent
consistent with past practice;
(viii) established any share option scheme, incentive scheme or
other benefit in respect of the Wider 1Spatial Group;
(ix) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or made any other change to any part of its share capital (except, in each
case, where relevant, as between 1Spatial and wholly-owned subsidiaries of
1Spatial or between the wholly-owned subsidiaries of 1Spatial);
(x) waived, compromised or settled any material claim other than
in the ordinary course of business;
(xi) terminated or varied the terms of any material agreement or
arrangement between any member of the Wider 1Spatial Group and any other
person in a manner which would or might reasonably be expected to have a
material adverse effect on the financial position of the Wider 1Spatial Group
taken as a whole;
(xii) save as required in connection with the Acquisition, made
any material alteration to its memorandum, articles of association or other
incorporation documents or any material alteration to the memorandum, articles
of association or other incorporation documents of any other member of the
Wider 1Spatial Group;
(xiii) been unable, or admitted in writing that it is unable, to pay
its debts or commenced negotiations with one or more of its creditors with a
view to rescheduling or restructuring any of its indebtedness, or having
stopped or suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on all or a substantial
part of its business;
(xiv) (other than in respect of a member of the Wider 1Spatial Group
which is dormant and was solvent at the relevant time) taken or proposed any
steps, corporate action or had any legal proceedings instituted or threatened
against it in relation to the suspension of payments, a moratorium of any
indebtedness, its winding-up (voluntary or otherwise), dissolution,
reorganisation or for the appointment of a receiver, administrator, manager,
administrative receiver, trustee or similar officer of all or any material
part of its assets or revenues or any analogous or equivalent steps or
proceedings in any jurisdiction or appointed any analogous person in any
jurisdiction or had any such person appointed;
(xv) (except for transactions between 1Spatial and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of 1Spatial) made,
authorised, proposed or announced an intention to propose any change in its
loan capital;
(xvi) entered into, implemented or authorised the entry into, any
joint venture, asset or profit sharing arrangement, partnership or merger of
business or corporate entities; or
(xvii) otherwise than in the ordinary course of business, entered into
any material agreement, arrangement, commitment or contract or passed any
resolution or made any offer (which remains open for acceptance) with respect
to or announced an intention to, or to propose to, effect any of the
transactions, matters or events referred to in this Condition (i),
in each case which is materially adverse in the context of the Wider 1Spatial
Group taken as a whole;
No adverse change, litigation, regulatory enquiry or similar
(j) except as Disclosed, since 31 January 2025 there having
been:
(i) no adverse change and no circumstance having arisen which
would or might reasonably be expected to result in any adverse change in, the
business, value, assets, liabilities, shareholders' equity, financial or
trading position or profits, operational performance or prospects of any
member of the Wider 1Spatial Group which is material in the context of the
Wider 1Spatial Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings having been threatened in writing, announced,
implemented or instituted by or against or remaining outstanding against, any
member of the Wider 1Spatial Group, in each case which might reasonably be
expected to have a material adverse effect on the Wider 1Spatial Group taken
as a whole;
(iii) no enquiry, review or investigation by any Third Party
against or in respect of any member of the Wider 1Spatial Group (or any person
in respect of which any such member has responsibility or liability) having
been threatened in writing, announced, implemented or instituted or remaining
outstanding against or in respect of any member of the Wider 1Spatial Group,
in each case, which might reasonably be expected to have a material adverse
effect on the Wider 1Spatial Group taken as a whole;
(iv) no contingent or other liability having arisen or become
apparent to VertiGIS or increased other than in the ordinary course of
business which is reasonably likely to affect adversely the business, assets,
financial or trading position, profits or operational performance of any
member of the Wider 1Spatial Group to an extent which is material in the
context of the Wider 1Spatial Group taken as a whole;
(v) no steps having been taken and no omissions having been made
which result in the withdrawal, cancellation, termination or modification of
any licence held by any member of the Wider 1Spatial Group which is necessary
for the proper carrying on of its business and the withdrawal, cancellation,
termination or modification of which would reasonably be expected to have a
material adverse effect on the Wider 1Spatial Group taken as a whole; and
(vi) no member of the Wider 1Spatial Group having conducted its
business in material breach of any applicable laws and regulations which in
any case is material in the context of the Wider 1Spatial Group taken as a
whole; and
No discovery of certain matters regarding information and liabilities,
corruption, intellectual property and environmental liabilities
(k) except as Disclosed, VertiGIS not
having discovered that:
(i) any financial, business or other information concerning
the Wider 1Spatial Group announced publicly and delivered by or on behalf of
1Spatial through a regulatory news service prior to the date of this
Announcement is misleading, contains a material misrepresentation of any fact,
or omits to state a fact necessary to make that information not misleading, in
any such case which is material in the context of the Wider 1Spatial Group
taken as a whole;
(ii) any member of the Wider 1Spatial Group, otherwise than in
the ordinary course of business, is subject to any liability, contingent or
otherwise, and which is material in the context of the Wider 1Spatial Group
taken as a whole;
(iii) any past or present member, director, officer or employee
of the Wider 1Spatial Group, or any other person for whom any such person is
liable or responsible, has, in a manner that would cause any member of the
Wider 1Spatial Group to be liable for such actions, not complied with the OECD
Convention on Combating Bribery of Foreign Public Officials in International
Business Transactions and any laws implementing the same, the UK Bribery Act
2010 and/or the US Foreign Corrupt Practices Act of 1977;
(iv) any past or present member, director, officer or employee of
the Wider 1Spatial Group, or any other person for whom any such person is
liable or responsible, has, in a manner that would cause any member of the
Wider 1Spatial Group to be liable for such actions, engaged in any business
with or made any investment in, or made any payments to: (A) any government,
entity or individual with which US or EU persons are prohibited from engaging
in activities or doing business by US or EU laws or regulations, including the
economic sanctions administered by the United States Office of Foreign Assets
Control or HM Revenue & Customs; or (B) any government, entity or
individual targeted by any of the economic sanctions of the United Nations or
the European Union or any of their respective member states;
(v) any asset of any member of the Wider 1Spatial Group
constitutes criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that definition);
(vi) no circumstance having arisen or event having occurred in
relation to any intellectual property owned, used or licensed by the Wider
1Spatial Group, including: (A) any member of the Wider 1Spatial Group losing
its title to any intellectual property used in its business or any
intellectual property owned by the Wider 1Spatial Group being revoked,
cancelled or declared invalid; (B) any agreement regarding the use of any
material intellectual property licensed to or by any member of the Wider
1Spatial Group being terminated or varied; or (C) any claim being filed
suggesting that any member of the Wider 1Spatial Group infringed the
intellectual property rights of a third party or any member of the Wider
1Spatial Group being found to have infringed the intellectual property rights
of a third party, in each case which is material in the context of the Wider
1Spatial Group taken as a whole; or
(vii) in relation to any release, emission, accumulation,
discharge, disposal or other similar circumstance which has impaired or is
likely to impair the environment (including property) or harmed or is
reasonably likely to harm the health of humans, animals or other living
organisms or eco-systems, any past or present member of the Wider 1Spatial
Group, in a manner or to an extent which would or might reasonably be expected
to cause any member of the Wider 1Spatial Group to be liable for such actions
and is material in the context of the Wider 1Spatial Group, taken as a whole:
(A) has committed any violation of any applicable laws, statutes, regulations,
Authorisations, notices or other requirements of any Third Party giving rise
to a material liability; and/or (B) has incurred any material liability
(whether actual or contingent) to any Third Party; and/or (C) is likely to
incur any material liability (whether actual or contingent), or is required,
to make good, remediate, repair, re-instate or clean up the environment
(including any property) in each case of (A), (B) or (C) which such liability
or requirement would be material to the Wider 1Spatial Group taken as a whole.
Part B:
Waiver and Invocation of the Conditions
1. Subject to the requirements of the Takeover Panel and the
Code, VertiGIS reserves the right in its sole discretion to waive, in whole or
in part:
(a) all or any of the Conditions set out in Part A of this
Appendix I except Conditions 1, 2(a)(i), 2(b)(i) and
2(c)(i) which cannot be waived; and
(b) the deadlines in any of Conditions 1, 2(a)(ii),
2(b)(ii) and 2(c)(ii). If such deadline specified in the relevant
Condition is not met, VertiGIS shall make an announcement by 8:00 a.m. on the
Business Day following such deadline confirming whether it has invoked or
waived the relevant Condition, or extended the relevant deadline.
2. The Conditions set out in paragraphs 2(a)(i),
2(b)(i) and 3 (inclusive) of Part A of this Appendix I must be
fulfilled or waived (to the extent capable of waiver) by no later than the
appointed time of the Sanction Hearing. The Acquisition will lapse if it does
not become Effective by 11:59 p.m. on the Long Stop Date. VertiGIS shall be
under no obligation to waive (if capable of waiver), to determine to be or
remain satisfied or treat as fulfilled any of Conditions 2 or 3 of Part
A of this Appendix I by a date earlier than the latest date for the fulfilment
or waiver of that Condition specified above, notwithstanding that the other
Conditions may at such earlier date have been waived or fulfilled and that
there are, at such earlier date, no circumstances indicating that any
Condition may not be capable of fulfilment.
3. Subject to paragraph 4 below, under Rule 13.5(a) of the
Code, VertiGIS may only invoke a Condition so as to cause the Acquisition
and/or the Scheme not to proceed, to lapse or to be withdrawn with the consent
of the Takeover Panel. The Takeover Panel will normally only give its consent
if the circumstances which give rise to the right to invoke the Condition are
of material significance to VertiGIS in the context of the Acquisition. This
will be judged by reference to the facts of each case at the time that the
relevant circumstances arise.
4. Conditions 1 and 2 of Part A of this Appendix I (and
any Takeover Offer acceptance condition adopted on the basis specified in Part
C of this Appendix I) will not be subject to Rule 13.5(a) of the Code.
5. If the Takeover Panel requires VertiGIS to make an offer or
offers for any 1Spatial Shares under the provisions of Rule 9 of the Code,
VertiGIS may make such alterations to the Conditions as are necessary to
comply with the provisions of that Rule.
6. Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other Condition.
Part C:
Implementation by way of a Takeover Offer
VertiGIS reserves the right (with the consent of the Takeover Panel, if
required), and while the Co-operation Agreement is continuing, subject to the
terms of the Co-operation Agreement, to elect to implement the Acquisition by
way of a Takeover Offer as an alternative to the Scheme. In such event, the
Takeover Offer will be implemented on the same terms and conditions, so far as
applicable, as those which would apply to the Scheme (subject to appropriate
amendments for an acquisition being made by way of a Takeover Offer). Subject
to the terms of the Co-operation Agreement, the acceptance condition would be
set at 90 per cent. of the shares to which such Takeover Offer relates (or
such lesser percentage, in accordance with the Co-operation Agreement being
always more than 50 per cent., as VertiGIS may decide with the consent of the
Takeover Panel).
Part D:
Certain further terms of the Acquisition
1. VertiGIS reserves the right to implement the Acquisition
through any other entity wholly-owned by VertiGIS from time to time.
2. The 1Spatial Shares shall be acquired by VertiGIS fully
paid and free from all liens, equitable interests, charges, encumbrances,
rights of pre-emption and any other third party rights and interests
whatsoever and together with all rights existing at the date of this
Announcement or thereafter attaching thereto, including (without limitation)
the right to receive and retain, in full, all dividends and other
distributions (if any) declared, made, payable or paid or any other return of
capital (whether by way of reduction of share capital or share premium account
or otherwise) made or paid in each case by reference to a record date falling
on or after the Effective Date.
3. If, on or after the date of this Announcement and prior to
or on the Effective Date, any dividend or other distribution or return of
capital is authorised, announced, declared, paid or made or becomes payable in
respect of 1Spatial Shares and with a record date on or prior to the Effective
Date, VertiGIS will reduce the consideration payable under the Acquisition in
respect of each 1Spatial Share by the amount of all or part of such dividend
or other distribution or return of capital except where 1Spatial Shares are or
will be acquired pursuant to the Acquisition on a basis which entitles
VertiGIS to receive such dividend or other distribution or return of capital,
provided that, to the extent that such dividend or distribution is cancelled,
the consideration shall not be subject to change. If VertiGIS makes such a
reduction in consideration in respect of a dividend or other distribution or
return of capital, 1Spatial Shareholders will be entitled to receive and
retain that dividend or other distribution or return of capital. Any such
reduction referred to in this paragraph 3 shall be the subject of an
announcement and, for the avoidance of doubt, shall not be regarded as
constituting any revision or variation of the Acquisition.
4. The availability of the Acquisition to persons not resident
in the United Kingdom may be affected by the laws of relevant jurisdictions.
Therefore, any persons who are subject to the laws of any jurisdiction other
than the United Kingdom and any 1Spatial Shareholders who are not resident in
the United Kingdom will need to inform themselves about and observe any
applicable requirements.
5. Unless otherwise determined by VertiGIS or required by the
Code and permitted by applicable law and regulations, the Acquisition is not
being, and will not be, made, directly or indirectly, in, into or by the use
of the mails of, or by any other means or instrumentality (including, but not
limited to, facsimile, email or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of, any Restricted Jurisdiction
and will not be capable of acceptance by any such use, means, instrumentality
or facility or from within any Restricted Jurisdiction.
6. The Acquisition will be subject, inter alia, to the
Conditions and certain further terms which are set out in this Appendix I and
those terms which will be set out in the Scheme Document and will be subject
to the applicable requirements of, and such further terms as may be required
to comply with, the applicable requirements of the FCA, the London Stock
Exchange, the AIM Rules, the Court, the Registrar of Companies, the Takeover
Panel and the provisions of the Code.
7. This Announcement and any rights or liabilities arising
hereunder, the Acquisition, the Scheme and the Forms of Proxy will be governed
by English law and will be subject to the jurisdiction of the English courts.
The Acquisition shall be subject to the applicable requirements of the Code,
the Takeover Panel, the London Stock Exchange, the Court, the AIM Rules, the
Registrar of Companies and the FCA.
8. The consideration payable for the Acquisition will be
paid or delivered subject to any deduction or withholding on account of tax
that is required by applicable law in any relevant jurisdiction.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this Announcement, unless otherwise stated or the context otherwise
requires, the following sources and bases have been used:
1. As at the close of business on the Last Practicable Date,
1Spatial had in issue 111,876,152 ordinary shares of £0.10 each, each
carrying one vote. 1Spatial holds 15,399 shares in treasury. The total number
of voting rights in 1Spatial is therefore 111,860,753.
2. The fully diluted ordinary share capital of 1Spatial as at
the Last Practicable Date is based on:
(a) 111,860,753 1Spatial Shares in issue as at the close of
business on the Last Practicable Date, such number of shares being exclusive
of those held in treasury; and
(b) 7,444,150 1Spatial Shares to be issued in order to satisfy
the employee entitlements to shares under the 1Spatial Share Plan.
3. The value attributed to the entire issued and to be issued
ordinary share capital of 1Spatial is calculated based on the cash
consideration payable by VertiGIS to Scheme Shareholders under the terms of
the Acquisition of 73 pence for each Scheme Share, multiplied by the fully
diluted ordinary share capital of 1Spatial set out in paragraph 2 above.
4. All percentages of 1Spatial's issued ordinary share capital
are stated as at close of business on the Last Practicable Date and are based
on the 111,860,753 1Spatial Shares in issue as at the close of business on the
Last Practicable Date, such number of shares being exclusive of those held in
treasury.
5. Unless otherwise stated, financial information relating to
1Spatial has been extracted from the Annual Report and Accounts of 1Spatial
for the financial year ended 31 January 2025.
6. Unless otherwise stated, all prices for 1Spatial Shares are
the relevant Closing Price for the 1Spatial Shares as at the relevant date.
7. The Volume Weighted Average Prices are derived from
Bloomberg data and have been rounded to the nearest two decimal places.
8. The exchange rate of $1.35:£1 for the conversion of US
dollars into pounds sterling has been derived from Bloomberg and is based on
the exchange rate as at 5.00 p.m. (London time) on the Last Practicable Date.
Certain figures in this Announcement have been subject to rounding
adjustments.
APPENDIX III
DETAILS OF IRREVOCABLE UNDERTAKINGS and letters of intent
1Spatial Directors' irrevocable undertakings
The following 1Spatial Directors have given irrevocable undertakings in
respect of the following 1Spatial Shares beneficially held or controlled by
them to vote (or procure the voting) in favour of the Scheme at the Court
Meeting and the Resolutions at the General Meeting (or, if the Acquisition is
implemented by means of a Takeover Offer, to accept or procure the acceptance
of the Takeover Offer):
Name Number of 1Spatial Shares in respect of which the undertaking is given Percentage of 1Spatial's existing issued ordinary share capital
Claire Milverton 763,427 0.68%
Stuart William Ritchie 28,950 0.03%
Peter John Massey 91,301 0.08%
Andrew Henry Roberts 586,190 0.52%
Francis David Small 13,294 0.01%
Total 1,483,162 1.33%
These irrevocable undertakings also extend to any shares acquired by the
relevant 1Spatial Directors, as a result of the exercise of non-tax advantaged
options under the 1Spatial Share Plan or otherwise.
The obligations of the 1Spatial Directors under the irrevocable undertakings
shall lapse and cease to have effect in the following circumstances:
(a) VertiGIS announces, with the consent of the Takeover Panel and in accordance with the terms of the Co-operation Agreement, that it does not intend to proceed with the Acquisition and no new, revised or replacement offer is announced by VertiGIS in accordance with Rule 2.7 of the Code at the same time;
(b) the Scheme Document or Offer Document (if applicable) has not been posted to 1Spatial Shareholders within 28 days of this Announcement (or such longer period as 1Spatial and VertiGIS may agree, with the consent of the Takeover Panel if required);
(c) the Scheme or Takeover Offer is withdrawn or lapses and no new, revised or replacement Scheme or Takeover Offer has been announced by VertiGIS by such time in accordance with Rule 2.7 of the Code;
(d) VertiGIS has elected (in accordance with and subject to the terms of the Co-operation Agreement and with the consent of the Takeover Panel) to proceed with the implementation of the Acquisition by way of Takeover Offer in accordance with the terms of the undertaking and the requirements of paragraph 8 of Appendix 7 to the Code;
(e) the Scheme becomes effective in accordance with its terms or a Takeover Offer (made pursuant to the terms of the undertaking) is declared unconditional in accordance with the requirements of the Code; or
(f) on the date upon which any competing third party offer or scheme of arrangement becomes or is declared unconditional in all respects or otherwise becomes effective.
These irrevocable undertakings remain binding in the event of a competing
offer.
Other 1Spatial Shareholder's irrevocable undertakings and letters of intent
VertiGIS has received irrevocable undertakings to vote (or procure the voting)
in favour of the Scheme at the Court Meeting and the Resolutions at the
General Meeting (or, if the Acquisition is implemented by means of a Takeover
Offer, to accept or procure the acceptance of the Takeover Offer) from
Threadneedle Asset Management Limited and Columbia Threadneedle Management
Limited (together "Columbia Threadneedle"), collectively 1Spatial's largest
shareholder, in respect of 19,795,840 1Spatial Shares representing, in
aggregate, approximately 17.70 per cent. of the issued ordinary share capital
of 1Spatial in issue as at the Last Practical Date.
The obligations of Columbia Threadneedle under the irrevocable undertaking
shall lapse and cease to have effect in the following circumstances:
(a) VertiGIS has not released a binding offer announcement under Rule 2.7 of the Code by 5.00 p.m. (GMT) on or before 30 January 2026;
(b) the Scheme Document or Offer Document (as applicable) is not posted within 28 days of the release of this Announcement;
(c) the Court Meeting or General Meeting in respect of the offer (if the offer is undertaken by way of a Scheme) is not scheduled to take place within 28 days of the date of the Scheme Document, is adjourned to a date outside such period, or the record date for the relevant shareholder meeting has passed after Columbia Threadneedle has given its voting instruction and such meeting has not been adjourned;
(d) where the Acquisition is implemented by way of a Takeover Offer, upon Columbia Threadneedle providing its acceptance in accordance with the terms of the Offer Document;
(e) the Acquisition is withdrawn, lapses or does not become wholly unconditional or effective in accordance with its terms;
(f) an announcement of a competing offer for 1Spatial is made in accordance with Rule 2.7 of the Code, and the consideration payable to 1Spatial Shareholders under such competing offer is, at a price of at least 78 pence per share or above;
(g) VertiGIS informs Columbia Threadneedle that it is no longer considering the Acquisition or announces, with the consent of the Takeover Panel and before a Scheme Document or Offer Document is published, that it does not intend to proceed; or
(h) the value per share of the cash consideration offered by VertiGIS falls below 73 pence per Scheme Share (such figure to be reduced by any dividends or distributions declared by 1Spatial after the date of the undertaking).
In addition, VertiGIS has also received non-binding letters of intent to vote (or procure the voting) in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, if the Acquisition is implemented by means of a Takeover Offer, to accept or procure the acceptance of the Takeover Offer) from Canaccord Genuity Asset Management, 1Spatial's second largest shareholder, Lombard Odier Asset Management (Europe) Limited, J O Hambro Capital Management Limited, BGF Investments LP and Downing LLP in respect of 37,397,391 1Spatial Shares representing, in aggregate, approximately 33.43 per cent. of the issued ordinary share capital of 1Spatial in issue as at the Last Practical Date.
APPENDIX IV
DEFINITIONS
In this Announcement, the following words and expressions have the following
meanings, unless the context requires otherwise:
1Spatial 1Spatial plc;
1Spatial Articles articles of association of 1Spatial as amended from time to time;
1Spatial Board the board of directors of 1Spatial from time to time;
1Spatial Directors the directors of 1Spatial from time to time;
1Spatial Group 1Spatial and its subsidiaries and subsidiary undertakings;
1Spatial Share Plan the 1Spatial plc Employee Share Plan (as amended and restated from time to
time) and including all sub-plans in respect of overseas jurisdictions
thereto;
1Spatial Shareholders the holders of 1Spatial Shares;
1Spatial Shares the ordinary shares of £0.10 each in the capital of 1Spatial;
Acquisition the recommended cash acquisition by VertiGIS of the entire issued and to be
issued ordinary share capital of 1Spatial plc to be effected by means of the
Scheme (or by way of a Takeover Offer under certain circumstances described in
this Announcement) on the terms and subject to the conditions set out in the
Scheme Document and, in either case, where the context requires, any
subsequent variation, revision, extension or renewal thereof;
AIM AIM, a market operated by the London Stock Exchange;
AIM Rules the rules governing the admission to, and operation of, AIM as set out in the
AIM Rules for Companies published by the London Stock Exchange from time to
time;
Announcement this announcement of the Acquisition made in accordance with Rule 2.7 of the
Code;
Authorisations regulatory authorisations, orders, recognitions, grants, consents, clearances,
confirmations, certificates, licences, permissions, determinations, exemptions
and approvals;
Battery Battery Ventures;
Belgian FDI Condition the condition set out in paragraph 3(c) of Part A of Appendix I;
Business Day a day, other than a Saturday, Sunday, public holiday or bank holiday, on which
banks are generally open for normal business in the City of London;
Cavendish Cavendish Capital Markets Limited;
Clean Team and Joint Defence Agreement means the clean team and joint defence agreement dated 22 December 2025
between 1Spatial, VertiGIS, Travers Smith LLP and Latham & Watkins
(London) LLP;
Closing Price the closing middle market quotation for a 1Spatial Share as derived from
Bloomberg on that day;
Code the City Code on Takeovers and Mergers;
Columbia Threadneedle Threadneedle Asset Management Limited and Columbia Threadneedle Management
Limited;
Companies Act the UK Companies Act 2006, as amended;
Conditions the conditions to the Acquisition, which are set out in Part A of Appendix I
and to be set out in the Scheme Document;
Confidentiality Agreement the confidentiality agreement dated 9 October 2025 between VertiGIS and
1Spatial;
Co-operation Agreement the co-operation agreement dated on or around the date of this Announcement
between VertiGIS and 1Spatial;
Court the High Court of Justice of England and Wales;
Court Meeting the meeting or meetings of Scheme Shareholders (or the relevant class or
classes thereof) to be convened by an order of the Court pursuant to section
896 of the Companies Act, notice of which will be set out in the Scheme
Document, for the purposes of considering, and if thought fit, approving the
Scheme (with or without amendment) and any adjournment, postponement or
reconvention thereof;
Court Order the order of the Court sanctioning the Scheme under section 899 of the
Companies Act;
CREST the system for the paperless settlement of trades in securities and the
holding of uncertificated securities in respect of which Euroclear UK &
International Limited is the Operator (as defined in the Regulations);
Dealing Disclosure an announcement pursuant to Rule 8 of the Code containing details of dealings
in relevant securities;
Deferred Shares the deferred shares of £0.04 each in the capital of 1Spatial;
Disclosed the information which has been disclosed: (a) by or on behalf of 1Spatial to
VertiGIS or any other member of the Wider VertiGIS Group (or their respective
officers, employees agents or advisers) on or before the date of this
Announcement; (b) in the annual report and accounts of the 1Spatial Group for
the financial year ended 31 January 2025; (c) in filings made with the
Registrar of Companies and appearing on 1Spatial's file at Companies House
within the two years ending on the date of this Announcement; (d) in any
public announcement to a regulatory news service made by 1Spatial prior to the
date of this Announcement; or (e) in this Announcement;
Disclosure Table the disclosure table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk;
Effective in the context of the Acquisition: (a) if the Acquisition is implemented by
way of a Scheme, the Scheme having become effective in accordance with its
terms, upon the delivery of the Court Order to the Registrar of Companies; or
(b) if the Acquisition is implemented by way of a Takeover Offer, the Takeover
Offer having been declared or become unconditional in all respects in
accordance with the requirements of the Code;
Effective Date the date upon which the Acquisition becomes Effective;
Enlarged Group the enlarged group following the Acquisition, comprising the VertiGIS Group
and the 1Spatial Group;
Excluded Shares 1Spatial Shares which, at the relevant time are: (a) registered in the name of
or beneficially owned by VertiGIS or any member of the Wider VertiGIS Group
(or their respective nominee(s)); or (b) held in treasury by 1Spatial;
FCA the UK Financial Conduct Authority or its successor from time to time;
FDI Foreign Direct Investment;
Forms of Proxy the forms of proxy in connection with the Court Meeting and the General
Meeting respectively, which will accompany the Scheme Document;
French FDI Condition the condition set out in paragraph 3(b) of Part A of Appendix I;
FSMA the Financial Services and Markets Act 2000, as amended from time to time;
General Meeting the general meeting of 1Spatial Shareholders to be convened for the purpose of
considering, and, if thought fit, approving the Resolutions, notice of which
shall be contained in the Scheme Document and any adjournment, postponement or
reconvention thereof;
Governmental Entity any supranational, national, state, municipal, local or foreign government,
any minister or instrumentality, subdivision, court or tribunal, arbitrator or
arbitrator panel, regulatory or administrative agency or commission, or other
authority thereof, or any regulatory or quasi-regulatory organisation or
private body exercising any regulatory, taxing, importing or other
governmental or quasi-governmental authority;
Last Practicable Date 20 January 2026, being the Business Day immediately prior to the date of this
Announcement;
London Stock Exchange London Stock Exchange Group plc;
Long Stop Date 15 September 2026 or such later date (if any) as: (a) VertiGIS and 1Spatial
may agree; or (b) (in a competitive situation) as may be specified by VertiGIS
with the consent of the Takeover Panel and, in each case (if required), the
Court may allow;
Offer Document the event that the Acquisition is to be implemented by way of a Takeover
Offer, the offer document (including any form of acceptance) to be sent to
(among others) the 1Spatial Shareholders setting out, among other things, the
full terms and conditions of the Takeover Offer, including, as the context
requires, any revised or supplementary offer document;
Offer Period the offer period (as defined by the Code) relating to 1Spatial which commenced
on 12 December 2025;
Opening Position Disclosure has the same meaning as in Rule 8 of the Code;
Panmure Liberum Panmure Liberum Limited;
Possible Offer Announcement the announcement dated 12 December 2025 of a possible cash offer by VertiGIS
for the entire issued and to be issued ordinary share capital of 1Spatial;
Raymond James Raymond James Financial International Limited;
Registrar of Companies the Registrar of Companies in England and Wales;
Regulations the Uncertificated Securities Regulations 2001 (SI 2001/3755);
relevant securities has the same meaning as in the Code;
Resolutions shareholder resolution(s) to be proposed at the General Meeting necessary to
facilitate the implementation of the Scheme, including, without limitation, a
resolution to amend the 1Spatial Articles by the adoption and inclusion of a
new article (in terms approved by VertiGIS);
Restricted Jurisdiction any jurisdiction (other than the United Kingdom) where local laws or
regulations may result in a significant risk of civil, regulatory or criminal
exposure if information concerning the Acquisition is sent or made available
in that jurisdiction;
Sanction Hearing the hearing of the Court at which the Court Order is sought and, if such
hearing is adjourned, references to the commencement of any such hearing shall
mean the commencement of the final adjournment thereof;
Scheme the proposed scheme of arrangement under Part 26 of the Companies Act to
effect the Acquisition between 1Spatial and the Scheme Shareholders (the full
terms of which will be set out in the Scheme Document), with or subject to any
modification, addition or condition which the Court may approve or impose and
1Spatial and VertiGIS may agree;
Scheme Document the document to be sent to (amongst others) 1Spatial Shareholders and persons
with information rights containing, amongst other things, the Scheme, the
terms and conditions of the Scheme, the notices convening the Court Meeting
and the General Meeting;
Scheme Record Time the time and date to be specified in the Scheme Document;
Scheme Shareholders holders of Scheme Shares from time to time;
Scheme Shares the 1Spatial Shares:
(a) in issue at the date of the Scheme Document;
(b) (if any) issued after the date of the Scheme Document and prior to
the Voting Record Time; and/or
(c) (if any) issued at or after the Voting Record Time but at or
before the Scheme Record Time either on the terms that the original or any
subsequent holder thereof is bound by the Scheme or in respect of which their
holders are, or shall have agreed in writing to be, bound by the Scheme,
in each case other than any Excluded Shares;
Sixth Street Financing Entities (i) Sixth Street SLE III Holdco 1 (A), S.à r.l.; (ii) Sixth Street SLE III
Holdco 1 (B), S.à r.l; and (iii) Sixth Street SLE III Holdco 1-I (A), S.à
r.l;
Substantial Interest in relation to an undertaking, a direct or indirect interest of 20 per cent.
or more of the total voting rights conferred by the equity share capital (as
defined in section 548 of the Companies Act) of such undertaking;
Takeover Offer should the Acquisition be implemented by way of a takeover offer (as defined
in section 974 of the Companies Act 2006), the offer to be made by or on
behalf of VertiGIS to acquire the entire issued and to be issued ordinary
share capital of 1Spatial and, where the context requires, any subsequent
revision, variation, extension or renewal of such offer and includes any
election available thereunder;
Takeover Panel the UK Panel on Takeovers and Mergers;
Third Party each of a central bank, government or governmental, quasi-governmental,
supranational, statutory, regulatory or investigative body or authority
(including any antitrust or merger control authority), court, trade agency,
professional association, institution, works council, employee representative
body or any other similar body or person whatsoever in any jurisdiction;
UK FDI Condition the condition set out in paragraph 3(a) of Part A of Appendix I;
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland;
United States or US the United States of America, its territories and possessions, all areas
subject to its jurisdiction or any subdivision thereof, any state of the
United States of America and the District of Columbia and all other areas
subject to its jurisdiction and any political sub-division thereof;
US Exchange Act the United States Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder;
VertiGIS VertiGIS Ltd;
VertiGIS Group VertiGIS and its subsidiaries and subsidiary undertakings;
Volume Weighted Average Price the volume weighted average of the per share trading prices of 1Spatial Shares
on the London Stock Exchange as reported through Bloomberg;
Voting Record Time the date and time specified in the Scheme Document by reference to which
entitlements to vote at the Court Meeting will be determined, expected to be
6.00 p.m. on the day which is two days before the date of the Court Meeting
or, if the Court Meeting is adjourned, 6.00 p.m. on the second day before the
date of such adjourned meeting;
Wider 1Spatial Group 1Spatial, its subsidiary undertakings, associated undertakings and any other
undertaking, body corporate, partnership, joint venture or person in which
1Spatial and/or such undertakings (aggregating their interests) have a direct
or indirect Substantial Interest or the equivalent; and
Wider VertiGIS Group VertiGIS and its subsidiary undertakings, associated undertakings and any
other body corporate partnership, joint venture or person in which VertiGIS
and/or such undertakings (aggregating their interests) have direct or indirect
Substantial Interest or the equivalent (excluding, for the avoidance of doubt,
any member of the Wider 1Spatial Group).
In this Announcement:
(a) all times referred to are to London time unless otherwise
stated;
(b) all references to £ or pence are to the lawful currency of
the United Kingdom;
(c) all references to $ are to the lawful currency of the United
States;
(d) references to the singular include the plural and vice
versa, unless the context otherwise requires;
(e) "subsidiary", "subsidiary undertaking" and "undertaking"
have the meanings given by the Companies Act and "associated undertaking" has
the meaning given to it by paragraph 19 of Schedule 6 of the Large and
Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008,
other than paragraph 1(b) thereof which shall be excluded for this purpose;
(f) a reference to "includes" shall mean "includes without
limitation", and references to "including" and other similar terms shall be
construed accordingly; and
(g) all references to statutory provision or law or to any order
or regulation shall be construed as a reference to that provision, law, order
or regulation as extended, modified, replaced or re-enacted from time to time
and all statutory instruments, regulations and orders from time to time made
thereunder or deriving validity therefrom.
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rns@lseg.com (mailto:rns@lseg.com)
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. END OUPURRORNOUAUUR
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