REG - 1Spatial Plc - Publication of Scheme Document and Trading Update

1SpatialAnnouncement

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RNS Number : 2446T  1Spatial Plc  17 February 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

17 February 2026

RECOMMENDED CASH ACQUISITION

OF

1Spatial plc ("1Spatial")

BY

VERTIGIS LTD ("VERTIGIS")

Publication of Scheme Document and Trading Update

On 21 January 2026, the boards of VertiGIS and 1Spatial announced that they
had reached agreement on the terms of a recommended cash offer pursuant to
which VertiGIS will acquire the entire issued and to be issued ordinary share
capital of 1Spatial (the "Acquisition"). The Acquisition is being implemented
by means of a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme").

Capitalised terms used in this announcement ("Announcement") shall, unless
otherwise defined, have the same meanings as set out in the Scheme Document
(as defined below).

Publication of Scheme Document

The board of 1Spatial announces that it is today publishing and sending to
1Spatial Shareholders a circular in relation to the Acquisition (the "Scheme
Document") setting out, amongst other things, the full terms and conditions of
the Scheme, an explanatory statement pursuant to section 897 of the Companies
Act 2006, an expected timetable of principal events, notices of the Court
Meeting and General Meeting and details of the actions to be taken by 1Spatial
Shareholders,  together with Forms of Proxy for the Court Meeting and the
General Meeting.

Copies of this Announcement, the Scheme Document and the Co-operation
Agreement (as amended and restated on the date of this Announcement) will be
made available on 1Spatial's website at
https://1spatial.com/investors/possible-offer/
(https://1spatial.com/investors/possible-offer/) and on VertiGIS's website at
https://www.vertigis.com/1spatial-plc/
(https://www.vertigis.com/1spatial-plc/) up to and including the Effective
Date.

Letters to 1Spatial Share Plan Participants

1Spatial will make the Scheme Document available to participants in the
1Spatial Share Plan.  Participants in the 1Spatial Share Plan will also be
sent a separate letter regarding the effect of the Scheme on their rights
under the 1Spatial Share Plan and with the details of the arrangements
applicable to them (the "Share Plan Letters") including details of appropriate
proposals made to them under Rule 15 of the Takeover Code and instructions on
how to exercise their options.

A copy of the relevant form of Share Plan Letter will be made available on
1Spatial's website at https://1spatial.com/investors/possible-offer/
(https://1spatial.com/investors/possible-offer/) and on VertiGIS's website at
https://www.vertigis.com/1spatial-plc/
(https://www.vertigis.com/1spatial-plc/) up to and including the Effective
Date.

Notices of the Court Meeting and General Meeting and Action Required

As further detailed in the Scheme Document, to become Effective, the Scheme
must be approved by a majority in number of the Scheme Shareholders voting at
the Court Meeting, either in person or by proxy, representing at least 75 per
cent. in value of the Scheme Shares voted.  In addition, the Resolution must
be passed by the requisite majority at the General Meeting.

Notices convening the Court Meeting and General Meeting for 10.00 a.m. and
10.15 a.m. (or, if later, as soon as the Court Meeting has been concluded or
adjourned), respectively, on 12 March 2026 to be held at the offices of
Travers Smith LLP at 3 Stonecutter Street, London EC4A 4AW are set out in the
Scheme Document.  Forms of Proxy are enclosed with the Scheme Document.

1Spatial Shareholders are asked to submit proxy appointments and instructions
for the Court Meeting and the General Meeting (by post, electronically
including via the Proxymity platform, or online through CREST) as soon as
possible and in any event so that the proxy appointment and instructions are
received no later than 10.00 a.m. and 10.15 a.m., respectively, on 10 March
2026 or, in the case of any adjournment, not later than 48 hours before the
time set for the adjourned Meeting(s) (excluding any non-Business Days).

It is important that, for the Court Meeting in particular, as many votes as
possible are cast so that the Court may be satisfied that there is a fair and
reasonable representation of the opinion of Scheme Shareholders. Scheme
Shareholders are therefore strongly urged to submit their Forms of Proxy (or
the electronic equivalent) (once received) as soon as possible in accordance
with the instructions for so doing.

1Spatial trading update

As flagged in 1Spatial's Interim FY26 Results statement released in October
2025, 1Spatial continued to experience a significant H2 weighting in its
trading, reflecting the seasonal skew in the Group's software renewals. For
the financial year ended 31 January 2026 ("FY2026"), the Group delivered solid
progress, with revenues now expected to be approximately £34.5 million, and
recurring revenue anticipated to represent over 60 per cent. of the total. The
Group is currently in the process of completing its year-end close and,
accordingly, these figures remain provisional pending completion of the
standard post year-end processes.

A small number of contracts that had been expected to be entered into shortly
before the period end are now expected to be concluded in the current
financial year ending 31 January 2027. As these timing differences relate
solely to the date of contract signature and not to the underlying commercial
fundamentals, the Board does not believe this affects the medium-term
prospects or the valuation of 1Spatial.

The seasonal pattern of contract renewals was again reflected in 1Spatial's
cash flow profile, with significant inflows generated during Q4 FY2026. The
Group expects to report a year-end net debt position of approximately £3.0
million, reflecting continued investment in working capital to support the
development of the 1Spatial business. This figure will remain subject to
confirmation as part of the year-end procedures noted above.

Recommendation

The 1Spatial Board, who have been so advised by Panmure Liberum Limited
("Panmure Liberum") as to the financial terms of the Acquisition, unanimously
consider the terms of the Acquisition to be fair and reasonable. In providing
its advice to the 1Spatial Board, 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 purpose of Rule
3 of the Takeover Code. Accordingly, the 1Spatial Board unanimously recommends
that Scheme Shareholders vote to approve the Scheme at the Court Meeting and
the 1Spatial Shareholders vote in favour of the Resolution at the General
Meeting as the 1Spatial Directors have irrevocably undertaken to do (or
procure to be done) in respect of their own (and their close family members')
beneficial holdings, being, in aggregate, 1,483,162 1Spatial Shares
(representing, in aggregate, approximately 1.33 per cent. of the 1Spatial
Shares in issue on the Latest Practicable Date).

Timetable

The current expected timetable of principal events for the implementation of
the Scheme is set out in the Scheme Document and repeated below. The Scheme
remains conditional on the approval of the requisite majority of eligible
Scheme Shareholders at the Court Meeting and the requisite majority of the
eligible 1Spatial Shareholders at the General Meeting. The Scheme is also
subject to the satisfaction (or, where applicable, waiver) of the other
Conditions (including the sanction of the Court) and further terms, as
described more fully in the Scheme Document.

The Scheme is expected to become effective in the first half of 2026. 1Spatial
will make further announcements through a Regulatory Information Service, with
such announcements also being made available on 1Spatial's website at
https://1spatial.com/investors/possible-offer/
(https://1spatial.com/investors/possible-offer/) and on VertiGIS's website at
https://www.vertigis.com/1spatial-plc/
(https://www.vertigis.com/1spatial-plc/) up to and including the Effective
Date.  An update to the expected timetable is expected to be announced
following satisfaction of all of the relevant regulatory clearances upon which
the Acquisition is conditional.

All references to time are to London time.

 Event                                                                              Time and/or date
 Publication of the Scheme Document                                                 17 February 2026
 Latest time for lodging Forms of Proxy for the:
                 Court Meeting (BLUE form)                                          10.00 a.m. on 10 March 2026 ((1))
                 General Meeting (WHITE form)                                       10.15 a.m. on 10 March 2026 ((2))
 Voting Record Time                                                                 6.00 p.m. on 10 March 2026((3))
 Court Meeting                                                                      10.00 a.m. on 12 March 2026
 General Meeting                                                                    10.15 a.m. on 12 March 2026 ((4))

 The following dates are indicative only and are subject to change((5))
 Sanction Hearing (to sanction the Scheme)                                          A date expected to fall during the first half of 2026 ("T") ((6))
 Last day of dealings in, and for the registration of transfers of, and             T + 1 Business Day
 disablement in CREST of, 1Spatial Shares
 Scheme Record Time                                                                 6.00 p.m. on T + 1 Business Day

 Suspension of dealings in 1Spatial Shares on AIM

                                                                                    7.30 a.m. on T + 2 Business Days
 Effective Date                                                                     T + 2 Business Days((7))
 Cancellation of admission to trading of 1Spatial Shares on AIM                     7.00 a.m. on T + 3 Business Days
 Latest date for dispatch of cheques and crediting of CREST accounts due under      within 14 days of the Effective Date
 the Scheme
 Long Stop Date                                                                     15 September 2026((8))

_______

(1)        It is requested that BLUE Forms of Proxy for the Court
Meeting be lodged not later than 10.00 a.m. on 10 March 2026 or, if the Court
Meeting is adjourned, 48 hours prior to the time and date set for any
adjourned Court Meeting (excluding any part of such 48-hour period falling on
a day which is not a Business Day). If the BLUE Form of Proxy for the Court
Meeting is not returned by such time, it may be handed to a representative of
1Spatial's Registrar, on behalf of the Chair of the Court Meeting, or to the
Chair of the Court Meeting before the start of the Court Meeting (or any
adjournment of it) and it will be valid.

(2)        In order to be valid, the WHITE Forms of Proxy for the
General Meeting must be lodged not later than 10.15 a.m. on 10 March 2026 or,
if the General Meeting is adjourned, 48 hours prior to the time and date set
for any adjourned General Meeting (excluding any part of such 48-hour period
falling on a day which is not a Business Day).

(3)        If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned Meeting will be
6.00 p.m. on the date which is two days (excluding days which are not Business
Days) prior to the date set for such adjourned Meeting.

(4)        To commence at 10.15 a.m. or as soon thereafter as the Court
Meeting shall have concluded or adjourned.

(5)        These dates are indicative only and will depend, among other
things, on the date upon which: (i) the Conditions are satisfied or (if
capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the
Court Order is delivered to the Registrar of Companies. 1Spatial will give
adequate notice of all of these dates and times, when known, by issuing an
announcement through a Regulatory Information Service, with such announcement
being made available on 1Spatial's website at
https://1spatial.com/investors/possible-offer/
(https://1spatial.com/investors/possible-offer/) . Participants in the
1Spatial Share Plan will be contacted separately to inform them of the effect
of the Scheme on their rights under the 1Spatial Share Plan, including details
of any appropriate proposals being made and dates and times relevant to them.

(6)        Subject to satisfaction of certain regulatory conditions as
set out in Part 3 (Conditions to and further terms of the Scheme and the
Acquisition) of the Scheme Document.

(7)        Following sanction of the Scheme by the Court, the Scheme
will become Effective in accordance with its terms upon a copy of the Court
Order being delivered to the Registrar of Companies. This is presently
expected to occur within two Business Days after the date of the Sanction
Hearing, subject to satisfaction or (where capable of waiver), waiver of the
Conditions.

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

 

Shareholder Helpline

If you have any questions relating to this Announcement or the completion and
return of your Forms of Proxy, please contact 1Spatial's Registrar via email
at shareholderenquiries@cm.mpms.mufg.com
(mailto:shareholderenquiries@cm.mpms.mufg.com) or through the Shareholder
Helpline on 0371 664 0321 (or +44 371 664 0321 if calling 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 Shareholder Helpline is open between 9.00 a.m. and
5.30 p.m., (London time) Monday to Friday excluding public holidays in England
and Wales. Different charges may apply to calls from mobile telephones and
calls may be recorded and randomly monitored for security and training
purposes. Please note the Shareholder Helpline cannot provide advice on the
merits of the Scheme nor give any financial, investment, legal or tax advice.

Websites

The contents of 1Spatial's website and VertiGIS's website are not incorporated
into, and do not form part of, this Announcement.

Enquiries:

 1Spatial                                                                      via Panmure Liberum
 Andy Roberts, Non-Executive Chairman
 Claire Milverton, Chief Executive Officer
 Stuart Ritchie, Chief Financial Officer

 Panmure Liberum (Sole Financial Adviser, Sole Rule 3 Adviser,                 +44 (0) 20 3 100 2000

 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 Ltd                                                                  via Raymond James
 Andrew Berry, Chief Executive Officer
 Jens Schmidt, Chief Financial Officer

 Raymond James (Financial Adviser to VertiGIS)                                 020 3798 5700
 Junya Iwamoto
 Alexander Lawless

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

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

 

Important notices

 

Panmure Liberum, 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 part of, an offer to sell or an invitation to
purchase any securities or a solicitation of an offer to buy, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities pursuant
to the Acquisition or otherwise, nor shall there be any purchase, sale,
issuance or exchange of securities or such solicitation in any jurisdiction in
which such offer, solicitation, sale issuance or exchange is unlawful.  The
Acquisition is intended to be implemented by way of a Scheme pursuant to the
terms of the Scheme Document, which contains the full terms and conditions of
the Acquisition, including details of how to vote in respect of the Scheme.
Any decision, vote or other response in respect of the Acquisition should be
made only on the basis of information contained in the Scheme Document.

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

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom may be restricted by the laws of those
jurisdictions and therefore persons into whose possession this Announcement
comes should inform themselves about and observe such restrictions.  Further
details in relation to the Overseas Shareholders are contained in the Scheme
Document.  Any failure to comply with any such restrictions may constitute a
violation of the securities laws of any such jurisdiction.  To the fullest
extent permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person.

Unless otherwise determined by VertiGIS or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no person may
vote in favour of the Scheme by any such means from within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute a
violation of the laws of that jurisdiction.  Accordingly, copies of this
Announcement and all documents relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving this
Announcement and all documents relating to the Acquisition (including
custodians, nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would violate the
laws in that jurisdiction.

The availability of the Acquisition to 1Spatial Shareholders who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are resident.  Persons who are not resident in
the United Kingdom should inform themselves of, and observe, any applicable
requirements. To the fullest extent permitted by applicable law, the companies
and persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.

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

Additional information for US investors

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

1Spatial's financial statements, and all financial information that may be
included in the Scheme Document in relation to 1Spatial (or, if the
Acquisition is implemented by way of a Takeover Offer, the document to be sent
to 1Spatial Shareholders which will contain the terms and conditions of such
Takeover Offer), or any other documents relating to the Acquisition, have been
or will be prepared in accordance with International Financial Reporting
Standards and may not be comparable to financial statements of companies in
the United States or other companies whose financial statements are prepared
in accordance with US generally accepted accounting principles.

The receipt of cash pursuant to the Acquisition by a US holder as
consideration for the transfer of its 1Spatial Shares pursuant to the Scheme
will likely be a taxable transaction for United States federal income tax
purposes and under applicable United States state and local, as well as
foreign and other, tax laws.  Each 1Spatial Shareholder is urged to consult
his independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to him.

It may be difficult for US holders to enforce their rights and claims arising
out of US federal securities laws, since VertiGIS and 1Spatial are located in
countries other than the US, and some or all of their officers and directors
may be residents of countries other than the US.  US holders may not be able
to sue a non-US company or its officers or directors in a non-US court for
violations of US securities laws.  Further, it may be difficult to compel a
non-US company and its affiliates to subject themselves to a US court's
judgement.

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

Forward-looking statements

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

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

No profit forecasts or estimates

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

Dealing disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3:30 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 Takeover Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company or of
any securities exchange offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3:30 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 Takeover Panel's Market Surveillance
Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication of this Announcement on website

In accordance with Rule 26.1 of the Takeover 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/
(https://1spatial.com/investors/possible-offer/) and on VertiGIS's website at
https://www.vertigis.com/1spatial-plc/
(https://www.vertigis.com/1spatial-plc/) .

For the avoidance of doubt, the contents of these websites and any websites
accessible from hyperlinks on these websites are not incorporated into and do
not form part of this Announcement.

Right to receive documents in hard copy form

In accordance with Rule 30.3 of the Takeover Code, 1Spatial Shareholders,
persons with information rights and participants in the 1Spatial Share Plan
may, subject to applicable securities laws, request a hard copy of this
Announcement (and any information incorporated into it by reference to another
source) by contacting MUFG Corporate Markets during business hours on 0371 664
0321 (from within the UK) or +44 371 664 0321 (from outside the UK) or by
submitting a request in writing to MUFG Corporate Markets at PXS 1, Central
Square, 29 Wellington Street, Leeds LS1 4DL, with an address to which the hard
copy may be sent. You can also email MUFG Corporate Markets at
shareholderenquiries@cm.mpms.mufg.com. 1Spatial Shareholders may, subject to
applicable securities laws, also request that all future documents,
announcements and information to be sent in relation to the Acquisition should
be in hard copy form.

Electronic communications

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

General

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

 

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rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

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