Publication of Scheme Document and Trading Update
Summary by AI BETAClose X
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/ and on VertiGIS's website at 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/ and on VertiGIS's website at 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/ and on VertiGIS's website at 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 |
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Time and/or date |
|
Publication of the Scheme Document |
|
17 February 2026 |
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Latest time for lodging Forms of Proxy for the: |
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|
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Court Meeting (BLUE form) |
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10.00 a.m. on 10 March 2026 (1) |
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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) |
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The following dates are indicative only and are subject to change(5) |
||
|
Sanction Hearing (to sanction the Scheme) |
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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 disablement in CREST of, 1Spatial Shares |
|
T + 1 Business Day |
|
Scheme Record Time Suspension of dealings in 1Spatial Shares on AIM |
|
6.00 p.m. on T + 1 Business Day
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 |
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7.00 a.m. on T + 3 Business Days |
|
Latest date for dispatch of cheques and crediting of CREST accounts due under the Scheme |
|
within 14 days of the Effective Date |
|
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/. 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 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, Nominated Adviser and Joint Broker to 1Spatial) |
+44 (0) 20 3 100 2000 |
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Investment Banking |
|
|
Bidhi Bhoma |
|
|
Edward Mansfield |
|
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Gaya Bhatt |
|
|
Izzy Anderson |
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M&A |
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Tim Medak |
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Euan Brown |
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|
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Cavendish (Joint Broker to 1Spatial) |
+44 (0) 20 7220 0500 |
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Jonny Franklin-Adams |
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Edward Whiley |
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Sunila de Silva |
|
|
|
|
|
Alma Strategic Communications (Financial PR to 1Spatial) |
+44 (0) 20 3405 0205 |
|
Caroline Forde |
1spatial@almastrategic.com |
|
Hannah Campbell |
|
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Rose Docherty |
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VertiGIS Ltd |
via Raymond James |
|
Andrew Berry, Chief Executive Officer |
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Jens Schmidt, Chief Financial Officer |
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Raymond James (Financial Adviser to VertiGIS) |
020 3798 5700 |
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Junya Iwamoto |
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Alexander Lawless
|
|
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Latham & Watkins (London) LLP are retained as legal adviser to VertiGIS.
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Travers Smith LLP are retained as legal adviser to 1Spatial. |
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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/ and on VertiGIS's website at 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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