Form 8 - 1Spatial plc

1Spatial Plc

17 December 2025

 

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) Full name of discloser:	1Spatial 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.  For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	1Spatial plc
(d) Is the discloser the offeror or the offeree?	Offeree
(e) Date position held:      The latest practicable date prior to the disclosure	12 December 2025
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	N/A

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

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.

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

Class of relevant security:	Ordinary shares of £0.10 each
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	NIL	-	NIL	-
(2) Cash-settled derivatives:	NIL	-	NIL	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	NIL	-	NIL	-
TOTAL:	NIL	-	NIL	-

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), 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:	N/A
Details, including nature of the rights concerned and relevant percentages:	N/A

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 (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

(a)  Ordinary shares in 1Spatial plc held by the directors of 1Spatial plc and their close relatives and related trusts: Name of Director Number of 1Spatial plc ordinary shares of £0.10 each Percentage of total issued 1Spatial plc ordinary share capital Andrew Roberts 586,190 0.52% Claire Milverton 764,125 0.68% Stuart Ritchie 28,950 0.02% Francis Small 13,294 0.01% Peter Massey 91,813 0.08% (b)  Interests in 1Spatial plc held as options or awards under the share plans of 1Spatial plc by the directors of 1Spatial plc and their close relatives and related trusts Name of Director Share plan Number of ordinary shares under option / award Exercise price (pence) Date of grant Vesting date Lapse date Claire Milverton 2018 1Spatial employee share plan 494,526 NIL 4 Sept 2018 23 Jun 2022 N/A 446,875 NIL 6 Nov 2020 5 Aug 2024 N/A 769,793 46.5 4 Sept 2018 4 Sept 2022 N/A 25,000 26.5 6 Nov 2020 6 Nov 2024 N/A 180,000 NIL 11 Dec 2025 31 Jan 2029 31 Jan 2029 Stuart Ritchie 2018 1Spatial employee share plan 300,000 NIL 13 Mar 2024 31 Jan 2027 31 Jan 2027 130,000 NIL 11 Dec 2025 31 Jan 2029 31 Jan 2029 (c)  Ordinary shares in 1Spatial plc held by other persons presumed to be acting in concert with 1Spatial plc: Name of person presumed to be acting in concert with 1Spatial plc Number of 1Spatial plc ordinary shares of £0.10 each Percentage of total issued 1Spatial plc ordinary share capital (1) N/A N/A N/A

Details of any open stock-settled derivative positions (including traded options), 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: Irrevocable commitments and letters of intent should not be included. 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:	17 December 2025
Contact name:	Stuart Ritchie
Telephone number:	[phone]

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

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

 

END