Re: Placing, Acquisition and General Meeting

RNS Number : 4956F

1Spatial Plc

24 May 2013

 



24 May 2013

1Spatial plc

("1Spatial" or the "Company")

Placing of 300,000,000 Ordinary Shares at 6 pence per share

Acquisition of 75.14% of Star-Apic

and

Notice of General Meeting

1Spatial plc (AIM:SPA), the Spatial Big Data Company, announces today that the Company has conditionally raised £18 million (before expenses) through the Placing of 300,000,000 new Ordinary Shares at the Placing Price of 6p per share with certain institutional investors, in accordance with the terms set out in the Circular to be published by the Company and posted to shareholders today (the "Circular").

The net proceeds of the Placing will be used to finance the aggregate consideration for the Acquisition of Star-Apic, provide additional working capital for the Enlarged Group, open a sales and support centre in the Middle East and provide funds for product development, marketing and further potential acquisition opportunities.

The Placing Shares when issued will rank pari passu with the Existing Ordinary Shares and will, following Admission, rank in full for any dividends and distributions paid or made thereafter in respect of the Ordinary Shares.

Application will be made for the Placing Shares to be admitted to trading on AIM. Subject to all relevant conditions being satisfied (or, if applicable, waived), it is expected that dealings in the Placing Shares will commence on AIM at 8.00 a.m. on 13 June 2013. It is expected that definitive evidence of title to the Placing Shares will be delivered under CREST on the date of their Admission where delivery is requested in uncertificated form, or by first class post by 27 June 2013 where delivery is requested in certificated form. No temporary documents of title will be issued.

Acquisition

The Company also announces today that it has entered into an Acquisition Agreement for the acquisition of 75.14% of the issued share capital of Star-Apic.

Under the Acquisition Agreement, the Company has conditionally agreed to pay €5,009,337 which has been calculated on the assumption that the Company has revenues of approximately €8m (of which €5.4m relate to recurring support and maintenance revenues) and a net asset position (which includes net cash) of approximately €1.4m.  In addition the Company is paying €120,000 for the assignment to it of the Selling Shareholder Loan.  Accordingly the aggregate consideration for the Acquisition is €5,129,337.

Star-Apic is a leading European provider of Geographic Information Systems ("GIS") software and solutions, specialising in land and infrastructure management. It is headquartered in Belgium, with offices in France and the UK. Its software is used to create, manage, analyse and display geospatial data.

The Directors believe Star-Apic is an important and highly complementary bolt-on acquisition for the Company, significantly enhancing the Company's capability in the rapidly growing Big Data market.

Acquisition Key Points

The Directors believe that Star-Apic will provide:

·      a utilities solution that can be sold into existing customers and markets as well as into new markets;

·      access to new markets, such as France and North Africa;

·      additional services and products to the Group's existing customer base. The Elyx software platform is built on the same core technology as 1Spatial's technology and can be integrated into the 1Spatial Management Suite easily and efficiently;

·      a map publishing tool (Mercator) to produce paper maps which can be added onto 1SMS; and

·      additional product development resource to develop new products aligned to perceived customer needs.

The Acquisition and the Placing are conditional on, inter alia, the passing of the Resolutions at the General Meeting, including a special resolution which will give the Directors the required authority to disapply statutory pre-emption rights in respect of the allotment of the Placing Shares.

A General Meeting of the Company will be held at 10.00 a.m. on 12 June 2013 at the offices of Brown Rudnick LLP, which are located at 8 Clifford Street, London W1S 2LQ for the purpose of considering and, if thought fit, passing the Resolutions.

Proposed Director Appointment

The Company also announces today the proposed appointment of David Richards as Deputy Non-Executive Chairman, to be effective upon completion of the Acquisition. David is the CEO, President and co-founder of WANdisco which he founded in 2005. David brings a wealth of experience to the Board, with over 15 years' executive experience in the software industry, sitting on a number of advisory and executive boards of Silicon Valley start-up ventures.

Commenting on the Placing and Acquisition, Marcus Hanke, Chief Executive of 1Spatial said:

"I am delighted to announce the news today of our Placing and subsequent Acquisition of Star-Apic. 1Spatial is a leading geospatial technology provider with the strategic goals to expand into other geographic markets, enhance and increase our product offerings, and support other vertical sectors. Given the recent success and interest 1Spatial has seen in new markets, such as utilities, and the need to map networks, and gain accurate insight into assets, Star-Apic is seen as a key acquisition opportunity, providing many benefits to support the Group's expansion plans and goals."

About Star-Apic:

Star-Apic is Belgium incorporated and a leading European provider of GIS software and solutions, specialising in infrastructure management (mainly utilities) and land management with offices in Belgium, France and the UK.  Elyx, its proprietary end-to-end software solution is used to make the best use of geographic data to improve efficiencies and derive business benefits.  Over the last three years,  Star-Apic has successfully migrated its existing customers onto this new Elyx technology. Like 1SMS, Elyx is based on Oracle database technology.  Following the acquisition, it is intended that Elyx will be updated so it can be integrated into 1SMS, thereby making use of the Group's accuracy and validation engine. 

Founded 30 years ago and currently employing 110 people, Star-Apic has three product areas:

-       Elyx Suite - the core product end-to-end land management and infrastructure solutions software;

-       Mercator - Cartographic publishing software; and

-       indoor location data centre infrastructure management software.

Mercator, a tool for the cartographic publishing of maps into paper form, will be a complementary additional product which can be added into 1SMS. The Indoor location data centre software is noncore software but has value.  Its value and fit into the Group will be fully assessed post acquisition.

Star-Apic's audited results for the 12 months' ended 31 December 2012 were revenues in excess of €8 million (including €5.4 million of support and maintenance revenues) and EBITDA and net profit of €0.1 million.  The balance sheet at 31 December 2012 was a net asset position of €1.4 million, including net cash of €1 million.  The Company holds a freehold property in Belgium which will be acquired on acquisition.  This property is included in the current balance sheet at a zero valuation.

Capitalised terms used in this announcement have the meanings given to them in the Circular.

Copies of the Circular will shortly be available on the Company's website (www.1Spatial.com) and will also be available at the registered office of the Company at Tennyson House, Cambridge Business Park, Cambridge CB4 0WZ.

For further information please contact:

1Spatial plc	020 7382 8952
Marcus Hanke / Claire Milverton
FTI Consulting	020 7831 3113
Matt Dixon / Lucy Delaney
Nplus1 Singer	020 7496 3000
Shaun Dobson / Matthew Thomas

Nplus1 Singer Advisory LLP

Nplus1 Singer Advisory LLP, which is a member of the London Stock Exchange, is authorised and regulated in the UK by the Financial Conduct Authority, is acting as nominated adviser and broker to 1Spatial plc in connection with the proposed Placing. Nplus1 Singer Advisory LLP is acting exclusively for 1Spatial plc in connection with the Placing and no one else. Nplus1 Singer Advisory LLP will not be responsible to anyone other than 1Spatial plc for providing the protections afforded to clients of Nplus1 Singer Advisory LLP nor for advising any other person on the transactions and arrangements described in this announcement or the Circular. No representation or warranty, express or implied, is made by Nplus1 Singer Advisory LLP as to any of the contents of this announcement or the Circular. Apart from the liabilities and responsibilities, if any, which may be imposed on Nplus1 Singer Advisory LLP by the Financial Services and Markets Act 2000 or the regulatory regime established under it, Nplus1 Singer Advisory LLP accepts no responsibility whatsoever for the contents of this announcement or the Circular or for any other statement made or purported to be made by it or on its behalf in connection with 1Spatial plc, the Existing Ordinary Shares, the New Ordinary Shares or the Placing. Nplus1 Singer Advisory LLP accordingly disclaims all and any liability whatsoever whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or the Circular or any such statement.

 

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