Form 8 (OPD) (1Spatial Holdings Plc)

RNS Number : 7788P

Avisen PLC

07 October 2011

 



FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Identity of the party to the offer making the disclosure:	AVISEN PLC
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each party to the offer	1SPATIAL HOLDINGS PLC
(d) Is the party to the offer making the disclosure the offeror or the offeree?	OFFEROR
(e) Date position held:	7 OCTOBER 2011
(f)  Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?	NO

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:	4P ORDINARY SHARES
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	0	0	0	0
(2) Derivatives (other than options):	0	0	0	0
(3) Options and agreements to purchase/sell:	0	0	0	0
TOTAL:	0	0	0	0

All interests and all short positions should be disclosed.

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	0
Details, including nature of the rights concerned and relevant percentages:	0

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(c)        Irrevocable commitments and letters of intent

Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code):

The following holders or controllers of 1Spatial Shares have given irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting. 1Spatial Directors The following directors of 1Spatial who are 1Spatial Shareholders have given irrevocable undertakings to Avisen to vote in favour of the Scheme and the Resolutions at the Meetings (and, if Avisen exercises its right to acquire the 1Spatial Shares by means of a takeover offer, to accept any such offer): Name 1Spatial Shares Approximate per cent. of issued 1Spatial Share Capital Steve Berry 858,120 4.1 Peter Bullock 1,634,515 7.7 Duncan Guthrie 1,634,515 7.7 Dr Michael Sanderson 6,538,060 30.8 Nic Snape 1,634,515 7.7 The undertakings given by the 1Spatial Directors cease to be binding if the Scheme is withdrawn, unless Avisen exercises its right to announce a takeover offer of the entire issued share capital of 1Spatial, in which case it shall cease to have effect on the withdrawal or lapsing of the takeover offer. Other 1Spatial Shareholders The following 1Spatial Shareholders have given irrevocable undertakings to Avisen to vote in favour of the Scheme and the Resolutions at the Meetings (and, if Avisen exercises its right to acquire the 1Spatial Shares by means of a takeover offer, to accept any such offer): Name 1Spatial Shares Approximate per cent. of issued 1Spatial Share Capital Christopher Wright 751,876 3.5 Steven Ramage 915,328 4.3 SF T1ps Smaller Companies Growth Fund 1,132,880 5.3 Seamus Gilroy 1,225,886 5.8 These undertakings will cease to be binding if the requisite majorities fail to approve the Resolutions at the Meetings, the Proposal otherwise lapses or fails to complete by 29 February 2012, or upon the announcement of a competing offer which comprises: I.    a cash offer (or a cash or partial cash alternative to any securities exchange offer) in the equivalent or greater proportion per share as offered by Avisen and the value of such offer at the date of its announcement exceeds by more than 10 per cent the value of the offer by Avisen; or II.    a securities exchange offer (without a cash alternative) involving the issue of securities of a class already admitted to trading on a market for listed securities of the London Stock Exchange plc, the value of which as at the date of the announcement of such third party offer exceeds by more than 10 per cent the value of the offer by Avisen. All the irrevocable undertakings have been given on the basis of the Conditions.

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure:

Marcus Hanke, director of Avisen and 1Spatial, is interested in 32,690 shares in 1Spatial, representing 0.15% of the issued share capital.

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3 for each additional class of relevant security.

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: If there are no such agreements, arrangements or understandings, state "none"

None

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"

None

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	7 OCTOBER 2011
Contact name:	Andrew Emmott
Telephone number:	020 7409 3494

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [e-mail].  The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

END

 

 

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