Recommended Offer for Enables IT Group PLC
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
18 June 2015
RECOMMENDED ALL SHARE OFFER
by
1SPATIAL PLC
for
ENABLES IT GROUP PLC
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
The boards of directors of 1Spatial plc ("1Spatial") and Enables IT Group plc ("Enables IT") are pleased to announce that they have agreed the terms of a recommended Offer to be made by 1Spatial plc for the entire issued and to be issued ordinary share capital of Enables IT.
Summary
· It is intended that the Offer will be implemented by means of a Court-sanctioned scheme of arrangement of Enables IT under Part 26 of the Act (although 1Spatial reserves the right, subject to the consent of the Panel, to effect the Offer by way of a takeover offer).
· Under the terms of the Offer, Enables IT Shareholders will be entitled to receive:
for each Scheme Share : 1.13 1Spatial Shares
· Based on the Closing Price of 6.75 pence per 1Spatial Share, on 17 June 2015 (being the last Business Day before the date of this announcement), the terms of the Offer represent:
- a value of approximately 7.628 pence per Scheme Share (the "Offer Price"); and
- a premium of approximately 27.13%. to the Closing Price of 6 pence per Scheme Share on 17 June 2015; and
- a value of approximately £2.08 million for Enables IT's entire issued and to be issued ordinary share capital.
· The Independent Enables IT Directors, who have been so advised by Cairn, consider the terms of the Offer to be fair and reasonable. In providing its advice to the Independent Enables IT Directors, Cairn has taken into account the commercial assessments of the Independent Enables IT Directors. Accordingly, the Independent Enables IT Directors intend unanimously to recommend that Enables IT Shareholders vote in favour of the Scheme at the Court Meeting and in favour of the Resolutions relating to the Offer to be proposed at the General Meeting (or, in the event that the Offer is implemented by way of a Takeover Offer, to accept or procure acceptance of that offer) as each of the Enables IT Directors, and Erica Walliss, wife of Michael Walliss, who hold Enables IT Shares has irrevocably undertaken to do in respect of his own beneficial holdings totaling 8,049,015 Enables IT Shares (representing approximately 29.5 per cent. of the existing issued ordinary share capital of Enables IT at Close of Business on 17 June 2015 (being the latest practicable date prior to the date of this announcement)).
· In addition to the irrevocable undertakings from Enables IT Directors and Erica Walliss referred to above, 1Spatial has received an irrevocable undertaking from Hargreave Hale Limited holding a total of 3,620,370 Enables IT Shares (representing 13.27 per cent. of the existing issued ordinary share capital of Enables IT (being the latest practicable date prior to the date of this announcement)) to vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Offer to be proposed at the Enables IT General Meeting (or, in the event that the Offer is implemented by a Takeover Offer, to accept or procure acceptance of that offer).
· 1Spatial has, therefore, received irrevocable undertakings in respect of a total of 11,669,385 Enables IT Shares representing, in aggregate, 42.77 per cent. of the existing issued ordinary share capital of Enables IT. The irrevocable undertakings given by the Enables IT Directors and Erica Walliss remain binding in all circumstances, including if a higher competing offer is announced, unless the Scheme lapses or is withdrawn. The irrevocable undertaking given by Hargreave Hale Limited will cease to be binding in the event that there is a competing offer which values the Enables IT Shares at more than 10 per cent. higher than the value under the Scheme and the offer is not matched by 1Spatial within the normal time limits in the Code.
· 1Spatial Plc Group comprises a group of software and solutions companies each trading under its individual brand: 1Spatial Group, Avisen, Storage Fusion and Sitemap. The common link between the trading entities is 'big data': the term applied to data sets whose size is beyond the ability of commonly used software tools to capture, manage and process. 1Spatial's businesses provide software solutions that ensure data quality, management, evaluation and efficiency in big data. The largest 1Spatial subsidiary being 1Spatial Group, has subsidiary undertakings in the UK, Ireland, France, Belgium and Australia.
· Enables IT is an IT management and consultancy service provider operating in the UK and the US providing clients with solutions for the design and management of their IT Infrastructure. Enables IT has designed and developed its own proprietary cloud platform ("Infrastructure as a Service" or "IAAS"), operating from its US and UK data centres. This platform enables clients' IT infrastructure to be serviced from the cloud. The platform is capable of being fully replicated between both data centres thereby complementing Enables IT Group's service offerings to clients.
· 1Spatial Plc Group's solutions are often needed to work alongside and inter-operate with the technology of other vendors. The 1Spatial Directors believe the ability to work seamlessly with other technologies is increasingly important and further developing this capability at a product level is an important area of focus for the 1Spatial Group. 1Spatial Group's strategy includes providing software solutions that are 'open' and which will work well with key vendors in the field.
· If the Scheme becomes effective, 1Spatial intends to use Enables IT's data centres and managed service solutions in both the UK and US to provide cost effective cloud services to 1Spatial Group's businesses. The 1Spatial Directors believe the acquisition of Enables IT would be a significant addition to its suite of solutions, enabling the Enlarged Group to broaden and enhance its managed services and cloud services offering, supported by a strong technical support service.
· The Scheme Document, containing further information about the Offer and notices of the Court Meeting and General Meeting, together with the Forms of Proxy, will be posted to Enables IT Shareholders and (for information only) to participants in the Enables IT Share Plans as soon as reasonably practicable. An expected timetable of principal events will be included in the Scheme Document.
· Commenting on the Offer, Marcus Hanke, Chief Executive of 1Spatial, said:
· "I am delighted to announce the news today of our potential acquisition of Enables IT Group plc. 1Spatial Group is a Big Data and geospatial technology provider with the strategic goals to expand into other geographic markets, strengthen our strategic partnerships, enhance and increase our product offerings, and support other vertical sectors. Given our history and recent success globally and our ambitious growth plans we believe this acquisition will provide us with expert capabilities within the group to provide IT infrastructure services and globally robust cloud based offerings, along with increased routes to market."
· Commenting on the Offer, Mike Walliss, Chief Executive of Enables IT, said:
"We believe Enables IT's business fits well within 1Spatial's portfolio of businesses and being part of the 1Spatial Plc Group should offer us excellent potential to develop and expand our business. 1Spatial also has the financial and management resources to support Enables IT's growth plans. Enables IT will be a core element in 1Spatial's business model and we believe that Enables IT Shareholders will benefit from holding shares in a larger, more diversified company."
This summary should be read in conjunction with, and is subject to, the following announcement and the Appendices. The conditions to, and certain further terms of, the Offer are set out in Appendix 1 to this announcement. The sources and bases for certain information contained in this announcement are set out in Appendix 2 to this announcement. Details of irrevocable undertakings received by 1Spatial are set out in Appendix 3 to this announcement. Certain definitions and terms used in this announcement are set out in Appendix 4 to this announcement.
Enquiries:
For further information contact:
1Spatial plc
Marcus Hanke / Claire Milverton 020 3427 5004
Enables IT Group plc
Michael Walliss 01372 541 984
N+1 Singer (Financial adviser to 1Spatial)
Shaun Dobson / Lauren Kettle 020 7496 3000
Cairn Financial Advisers (Rule 3 adviser to Enables IT)
Tony Rawlinson / Emma Earl / Carolyn Sansom 020 7148 7900
Further information
This announcement is not a prospectus. It is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. Subject to the rights of 1Spatial to elect, subject to any required consents of the Panel, to effect the Offer by way of an offer, the Offer will be effected solely through the Scheme Document, which will contain the full terms and conditions of the Offer, including details of how to vote in respect of the Scheme. Any vote in respect of the Scheme or other response or action in respect of the Offer should be made only on the basis of the information contained in the Scheme Document. Enables IT will prepare the Scheme Document to be distributed to Enables IT Shareholders. Enables IT and 1Spatial urge Enables IT Shareholders to read the Scheme Document carefully when it becomes available because it will contain important information relating to the Offer.
It is expected that the Scheme Document (including notices of the Meetings) together with the relevant Forms of Proxy, will be posted to Enables IT Shareholders as soon as is reasonably practicable and, in any event, within 28 days of this announcement, unless otherwise agreed with the Panel.
N+1 Singer, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for 1Spatial and no-one else in connection with the Offerand this announcement and will not be responsible to anyone other than 1Spatial for providing the protections afforded to clients of N+1 Singer nor for providing advice in relation to the Offeror the matters referred to in this announcement.
Cairn, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Enables IT and no-one else in connection with the Offerand this announcement and will not be responsible to anyone other than Enables IT for providing the protections afforded to clients of Cairn nor for providing advice in relation to the Offer or the other matters referred to in this announcement.
Overseas Shareholders
The release, publication or distribution of this announcement or availability of the Offer in jurisdictions other than the United Kingdom may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of any jurisdiction other than the United Kingdom should therefore inform themselves of, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their Enables IT Shares with respect to the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement has been prepared for the purposes of complying with UK law and the Code and the 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 any jurisdiction outside the United Kingdom.
The Offer relates to shares of an English public limited company and is proposed to be effected by means of a scheme of arrangement under Part 26 of the 2006 Act, governed by the law of England and Wales. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of, and rules and practices applicable under, the laws of other jurisdictions outside the United Kingdom.
Unless otherwise determined by 1Spatial or required by the Code, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction and no person may vote in favour of the Offer by any such use, means, instrumentality or from within a Restricted Jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction, and persons receiving this announcement or any documents relating to the Offer(including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any such jurisdictions. If, in future, 1Spatial exercises its right to implement the Offer by way of the Takeover Offer, the Takeover Offer (unless otherwise permitted by applicable law and regulation) will and may not be made, directly or indirectly, in or into, or by the use of the mails, or by any means of instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national, state or other securities exchange of any Restricted Jurisdiction, and the Takeover Offer will not be capable of acceptance from or within any Restricted Jurisdiction or by any such use, means, instrumentality or facilities.
Notice to US investors in Enables IT
Enables IT is an English company. Accordingly, shareholders in the United States should note that the acquisition of Enables IT by 1Spatial relates to the shares of a "foreign private issuer" as defined under Rule 3b-4 under the US Securities Exchange Act 1934, as amended (the "Exchange Act") and is proposed to be made by means of a scheme of arrangement provided for under, and governed by, the laws of England and Wales. Neither the proxy solicitation nor the tender offer rules under the Exchange Act will apply to the Scheme.
In addition, the Offer relates to the shares of an English company and is to be made by means of a scheme of arrangement provided for under the laws of England and Wales. The Offer is subject to the disclosure requirements and practices applicable in England and Wales to schemes of arrangement, which differ from the disclosure and other requirements of the US securities laws and tender offer rules. The Enables IT and 1Spatial financial information included in, and incorporated by reference into, this document has been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted in the European Union and may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. US generally accepted accounting principles differ in certain significant respects from IFRS. None of the financial information included in, or incorporated by reference into, this document has been audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States).
The receipt of New 1Spatial Shares by a US holder of Scheme Shares as consideration for the transfer of its Scheme Shares pursuant to the Offer may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other tax laws. Each US holder of Scheme Shares is urged to consult his independent professional adviser immediately regarding the tax consequences of the Offer applicable to him.
It may be difficult for US holders of Scheme Shares to enforce their rights and claims arising out of US federal securities laws, since 1Spatial and Enables IT are located in countries other than the United States, and all of their officers and directors are residents of countries other than the United States. US holders of Scheme Shares 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.
The New 1Spatial Shares to be issued pursuant to the Scheme have not been and will not be registered under the Securities Act or under the relevant securities laws of any state or territory or other jurisdiction of the United States. Accordingly, the New 1Spatial Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States, absent registration under the Securities Act or an exemption therefrom.
The New 1Spatial Shares are expected to be offered in the United States, if at all, in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof. None of the securities referred to in this document have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the United States.
Forward looking statements
This announcement, including information included or incorporated by reference in this announcement, may contain certain "forward looking statements" regarding the financial position, business strategy or plans for future operations of the 1Spatial Plc Group and the Enables IT Group. All statements other than statements of historical fact included in any document may be forward looking statements. Forward looking statements also often use words such as "believe", "expect", "estimate", "intend", "anticipate" and words of a similar meaning.
By their nature, forward looking statements involve risk and uncertainty that could cause actual results to differ materially from those suggested by them. Much of the risk and uncertainty relates to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this announcement. Each of the 1Spatial Plc Group, the Enables IT Group, and each of their respective members, directors, officers or employees, advisers or any person acting on their behalf, expressly disclaims any intention or obligation to revise or update these forward looking statements or other statements contained in this announcement, whether as a result of new information, future events or otherwise, except as required pursuant to applicable law.
Neither the 1Spatial Plc Group nor the Enables IT Group, nor any of their respective members, directors, officers or employees, advisers or any person acting on their behalf, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this announcement will actually occur.
No forward looking or other statements have been reviewed by the auditors of the 1Spatial Plc Group or the Enables IT Group. All subsequent oral or written forward-looking statements attributable to the 1Spatial Plc Group or the Enables IT Group, or any of their respective members, directors, officers, advisers or employees or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above.
No profit forecasts or estimates
Nothing in this announcement is intended, or is to be construed, as a profit forecast or to be interpreted to mean that earnings per 1Spatial Share or Enables IT Share for the current or future financial years, or those of the Enlarged Group, will necessarily match or exceed the historical published earnings per 1Spatial Share or Enables IT Share.
Disclosure requirements of the Code
Under Rule 8.3(a) of the 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 pm (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 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 pm (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 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 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.
Rule 2.10 disclosures
In accordance with Rule 2.10 of the Code, Enables IT confirms that as at Close of Business on 17 June 2015 (being the last Business Day prior to the date of this announcement), it has in issue 27,284,303 ordinary shares of £0.01 each. The International Securities Identification Number (ISIN) of the ordinary shares is GB00B8T2XV42.
In accordance with Rule 2.10 of the Code, 1Spatial confirms that as at Close of Business on 17 June 2015 (being the last Business Day prior to the date of this announcement), it has in issue 682,415,354 ordinary shares of £0.01 each. The International Securities Identification Number (ISIN) of the ordinary shares is GB00B09LQS34.
Information relating to Enables IT Shareholders
Please be aware that addresses, electronic addresses and certain information provided by Enables IT Shareholders, persons with information rights and other relevant persons for the receipt of communications from Enables IT may be provided to 1Spatial during the Offer Period where requested under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.12(c).
Website publication
This announcement and the documents required to be published pursuant to Rule 26 of the Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on 1Spatial's and Enables IT's websites at www.1spatial.com and www.enablesit.com, respectively, by no later than 12 noon on 19 June 2015. You may request a hard copy of this announcement by contacting the Company Secretary of Enables IT during business hours on 0845 125 5999 or by submitting a request in writing to the Company Secretary of Enables IT at Unit 5, Mole Business Park, Randalls Road, Leatherhead, Surrey KT22 7BA. Your attention is drawn to the fact that a hard copy of this announcement will not be sent to you by 1Spatial unless so requested. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.
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
18 June 2015
RECOMMENDED ALL SHARE OFFER
for
ENABLESIT GROUP PLC
by
1SPATIAL PLC
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
1. Introduction
The boards of Enables IT and 1Spatial are pleased to announce that they have agreed the terms of a recommended offer pursuant to which 1Spatial will acquire the entire issued and to be issued ordinary share capital of Enables IT in consideration for the issue of 1.13 New 1Spatial Shares for each Scheme Share.
2. Terms of the Offer
It is intended that the Offer will be implemented by means of a Court-sanctioned scheme of arrangement pursuant to Part 26 of the Act (although 1Spatial reserves the right, with the consent of the Panel, to effect the Offer by way of a Takeover Offer). The Scheme is subject to the satisfaction (or, where applicable, waiver) of the Conditions and the sanction of the Scheme by the Court. The Scheme provides that, if it becomes effective, all of the Scheme Shares will be transferred to 1Spatial. In exchange, under the Offer, all Scheme Shareholders will be entitled to receive:
For each Scheme Share: 1.13 New 1Spatial Shares
Entitlements to New 1Spatial Shares will be rounded down to the nearest whole number of 1Spatial Shares. Fractions of New 1Spatial Shares will not be allotted or issued to Scheme Shareholders. Fractional entitlements of New 1Spatial Shares will be aggregated and sold in the market and the net cash proceeds of the sale retained for the benefit of the Enlarged Group.
Assuming the Offer is successful, Enables IT will become a wholly owned subsidiary of 1Spatial on the Effective Date. 1Spatial is a public company incorporated in England and Wales. Its shares are admitted to trading on AIM and Admission is expected to take place on the Business Day following the Effective Date of the Scheme.
Based on the Closing Price of 6.75 pence per 1Spatial Share, on 17 June 2015 (being the last Business Day prior to publication of this announcement), the terms of the Offer represent:
- a value of approximately 7.628 pence per Scheme Share (the "Offer Price"); and
- a premium of approximately 27.13%. to the Closing Price of 6 pence per Scheme Share on 17 June 2015; and
- a value of approximately £2.08 million for Enables IT's entire issued and to be issued ordinary share capital.
Enables IT Shareholders should note that the value of the consideration that they will ultimately receive (once the Scheme is implemented and becomes effective in accordance with its terms) will depend upon the market value of New 1Spatial Shares received by them on the Effective Date, and this value may vary, as 1Spatial is a public company whose shares are admitted to trading on AIM.
The Deferred Shares have no economic value as the rights attaching to the Deferred Shares do not carry any voting rights and have no entitlement to attend general meetings of Enables IT, nor do they have any right to participate in any dividend or other distribution and no right to participate in a return of capital unless on a winding up the holders of the Enables IT Shares first receive an amount in excess of £10 million per Enables IT Share. The Deferred Shares do not form part of the Scheme and are not included within the definition of Scheme Shares. Consequently holders of Deferred Shares have no rights to attend, participate nor vote at the Court Meeting or at the General Meeting. It is proposed, (in accordance with the rights attaching to the Deferred Shares (pursuant to an ordinary resolution passed on 23 November 2012)), that in the event the Scheme becomes effective, Enables IT will transfer all the Deferred Shares to 1Spatial for a nominal sum of £1.
3. Financial effects of the Offer
As a result of and following the Scheme becoming effective, 1Spatial expects to consolidate Enables IT's assets and liabilities. As at 31 March 2015, being the date to which the 6 month interim results of Enables IT are made, and under Enables IT's historical accounting policies, Enables IT had net assets with a value of £1.8 million. A fair value assessment of Enables IT's assets, liabilities and business will be required to be carried out under 1Spatial's accounting policies following completion of the Offer to determine the on-going tangible and intangible carrying values at which the Enables IT business will be carried on 1Spatial's balance sheet.
Under the Scheme, Scheme Shareholders will receive 1.13 New 1Spatial Shares for each Scheme Share held. The following table sets out, for illustrative purposes only and on the bases and assumptions set out in the notes below, the financial effects of the Offer on the capital value and income for a holder of one Scheme Share, if the Scheme becomes effective:
Increase/Decrease in Capital Value as at 17 June 2015
|
|
Note |
Pence |
|
Market value of 1.13 New 1Spatial Shares |
1 |
7.628 |
|
Market value of one (1) Enables IT Share |
2 |
6 |
|
Increase in capital |
3 |
1.628 |
|
This represents an increase of |
|
27.13% |
Increase in income
|
|
Note |
Pence |
|
Dividend income from 1.13 New 1Spatial Shares |
4 |
Nil |
|
Dividend income from one (1) Enables IT Share |
4 |
Nil |
|
Increase/Decrease in Income |
4 |
Nil |
|
This represents an increase of |
|
Nil% |
Notes:
1) The market value of one New 1Spatial Share is based on the closing mid-market quotation of 6.75 pence per 1Spatial Share as at the Close of Business on 17 June 2015, being the latest practicable date prior to publication of this announcement.
2) The market value of one Enables IT Share is based on the closing mid-market quotation of 6 pence per Enables IT Share as at the Close of Business on 17 June 2015, being the latest practicable date prior to the publication of this announcement.
3) In assessing the financial effects of receiving New 1Spatial Shares, no account has been taken of any potential taxation liability of an Enables IT Shareholder or of any timing differences in the payment of any dividends. The final offer will depend upon the market value of New 1Spatial Shares received by them on the Effective Date, and this value may vary, as 1Spatial is a public company whose shares are admitted to trading on AIM.
4) Neither 1Spatial nor Enables IT has paid a dividend for their respective most recent completed financial periods.
4. Information on 1Spatial
1Spatial Plc Group comprises a group of innovative, market-leading software and solutions companies each trading under its individual brand: 1Spatial Group, Avisen, Storage Fusion and Sitemap.
The common link between the companies is Big Data: the term applied to data sets whose size is beyond the ability of commonly used software tools to capture, manage, and process. The rise of big data has increased demand for information management specialists and software firms specialising purely in data management and analytics. Analysts IDC expects the big data technology and services market to grow from $3.2 billion in 2010 to $16.9 billion in 2015. This represents a compound annual growth rate (CAGR) of 39.4% or about seven times that of the overall information and communication technology (ICT) market. 1Spatial's businesses provide software solutions that ensure data quality, management, evaluation and efficiency in Big Data.
1Spatial Group
1Spatial Group is the most significant trading segment of the business, with subsidiary undertakings in the UK, Ireland, France, Belgium and Australia. 1Spatial has also recently acquired a 47 per cent stake in Laser Scan Inc. (LSI), 1Spatial Group's distributor for US and the Americas which is based in Washington DC. The 1Spatial Directors believe this will secure 1Spatial's presence in the important US market and opens up opportunities for further business in the government and utilities sectors and beyond.
1Spatial Group provides geospatial software solutions and services that manage some of the world's largest spatial big data. It works with users and creators of some of the largest geospatial databases in the world, helping them collect, plan, store, manage and interpret location-specific information.
Its clients include national mapping and cadastral (land registration) agencies, utility and telecommunications companies, and government departments (including emergency services, defence departments and census bureaus).
Avisen
Avisen provides management consulting services major organisations such as Unilever to help them improve profitability and supply management on a global basis, with a view to increasing profitability.
Storage Fusion
Storage Fusion's software specialises in the delivery of automated storage reporting and analytics. With the increasing demand on data storage environments, they work with organisations to help them evaluate and optimise their storage landscape.
Sitemap
1Spatial also has a 49 per cent stake in Sitemap Ltd., an incubator-stage business with software that will add a new, but complementary, dimension to 1Spatial's offering. Sitemap leverages 1Spatial's data management tools to provide users with the capability for analytics and decision-making grounded in accurate location, or geospatial data. Its decision-making capability has potential across many industry sectors, including land and property and insurance.
Current trading and prospects
The 1Spatial Plc Group released its results for the year ended 31 January 2015 on 18 May 2015, in which it reported record revenue of £19.6m and adjusted EBITDA of £3.1m. These results represented a 13 per cent. growth in revenues and a significant 182 per cent. increase in adjusted EBITDA on the prior year.
The overall loss after tax for the year of £1.5m, which was an improvement on a loss of £2.2m in the prior year, was mainly the result of exceptional costs, amortisation charges and share based payment charges.
The 1Spatial Plc Group also reported strong net asset and cash positions of £21.0m and £8.3m respectively in its results to 31 January 2015. However, certain exceptional costs, such as redundancy costs in France and Belgium, which were accrued in these results, will be paid out during the first half of 2016. The most significant cash-flows in the year under review not attributable to operating cash flows were the investment in product development of £2.4m and the investment in Sitemap of £0.5m.
The 1Spatial Plc Group entered the current financial year, to January 2016, with an order backlog of £7m and a healthy pipeline of sales opportunities. In the period since the year-end, 1Spatial's cash position was further enhanced by a subscription for new shares for £1.9m by an incoming institutional investor.
Furthermore, subsequent to the year-end, 1Spatial acquired a 47 per cent stake in 1Spatial's US distributor Laser Scan Inc. (LSI) for £1.5m, with an option to acquire the remaining 53 per cent of the share capital of the company in 2016 and 2017. The 1Spatial Directors believe this will secure 1Spatial's presence in the important US market by complementing LSI's existing capabilities and opens up opportunities for further business in the government and utilities sectors and beyond.
5. Information on Enables IT
Introduction
Enables IT is an IT management and consultancy service provider operating in the UK and the US providing clients with solutions for the design and management of their IT Infrastructure. Enables IT has designed and developed its own proprietary cloud platform ("Infrastructure as a Service" or "IAAS"), operating from its US and UK data centres. This platform enables clients' IT infrastructure to be serviced from the cloud. The platform is capable of being fully replicated between both data centres thereby complementing Enables IT Group's service offerings to clients. Enables IT also provides onsite IT services and proactive managed services, with the ability to offer a global, dedicated 24/7 technical helpdesk. The Enables IT Group strives to offer better integrated solutions, which offer reduced costs for customers compared to some competitors.
Background
Enables IT Limited was founded in 1991, offering network cabling services to UK based customers. Through the reverse takeover of Enables IT (then called Nexus Management plc) in November 2012, the group was able to expand its geographical presence to the US through Enables IT's US data centres and the enlarged Enables IT group was admitted to trading on AIM. The strategy at this time was to target blue chip clients in sectors such as health, professional services and education.
In 2013 Enables IT raised £3.4m to help finance two successful acquisitions of the business and assets of The Support Force Group Limited (July 2013) and Know Technology LLC, an IT Managed Services Provider (December 2013). As part of the acquisition of The Support Force Limited, Enables IT gained access to an exclusive IT support desk operating in South Africa which subsequently extended its services to provide a 24 hour a day technical helpdesk for all of Enables IT Group's customers. The acquisition of Know Technology LLC (an information technology, professional services and managed services company) was a strategic purchase based upon 'professional services' capabilities and business synergies, as well as enhancing the Company's potential to cross-sell products and services. Through the integration of Know Technology LLC's operations, Enables IT strengthened its presence in the US and extended the group's service capabilities.
Current trading and prospects
In May 2014, Enables IT conducted a detailed review of the sales pipeline in the UK and as a result decided to take a more prudent view in relation to the conversion and deliverability of its pipeline and order book. A reorganisation was then implemented which included several staff changes and the recruitment of new sales personnel including a new director of sales. These changes had an adverse impact in sales and profits in the second half of the financial year ended 30 September 2014.
Enables IT released its interim results for the six months ended 31 March 2015 on 8 June 2015, in which it reported revenue of £2.8 million. Enables IT reported a gross profit of £0.9 million and operating loss before exceptional items of £0.5 million. Enables IT also reported net assets and cash position of £1.8 million and £0.4 million respectively as at 31 March 2015.
Whilst revenues were down compared to the previous year, due to delays in Enables IT's existing customers commencing projects and a general downturn in the amount of project work which Enables IT was able to secure, the level of recurring revenue increased as percentage of total sales for the period from 57 per cent. to 67 per cent. Acquisition of new clients and the operational benefits from the acquisition of Know Technology have been slower than expected which hindered the Enables IT Directors growth expectations. The bulk of the losses during the six months ended 31 March 2015 arose in Enables IT's European division, whilst the US made a small loss. Enables IT made investments during the period into sales and marketing but these have yet to deliver the expected returns, especially in respect of new business in the UK.
6. 1Spatial's rationale for the Offer
1Spatial Plc Group's solutions are often needed to work alongside and inter-operate with the technology of other vendors. The 1Spatial Directors believe the ability to work seamlessly with other technologies is increasingly important and further developing this capability at a product level is an important area of focus for the 1Spatial Plc Group. 1Spatial's strategy includes providing software solutions that are 'open' and which will work well with key vendors in the field. This is seen as a critical area of development to enable significant growth. 1Spatial recently announced that it had showcased its 1Spatial Management Suite, consisting of products to efficiently and consistently plan, maintain and publish spatial data whilst automating production and business process workflows, to Esri, one of the biggest players in the GIS space. The 1Spatial Directors believe this was an important step forward in this strategy.
If the Scheme becomes effective, 1Spatial intends to use Enables IT's IT data centres and managed service solutions in both the UK and US to provide cost effective cloud services to 1Spatial Plc Group's businesses, enabling it to capitalise on what the 1Spatial Directors believe to be significant growth opportunities in the market.
The 1Spatial Directors believe the acquisition of Enables IT would be a significant addition to its suite of solutions, enabling the Enlarged Group to broaden and enhance its managed services and cloud services offering, supported by a strong technical support service. This is a key reason for the Offer.
The 1Spatial Directors believe that there are likely to be cross selling opportunities between Enables IT Group and 1Spatial Plc Group's clients. 1Spatial's clients include blue chip customers such as national mapping and cadastral agencies, utility and telecommunications companies, and government departments including emergency services, defence and census bureaus and the 1Spatial Directors believe that such customers would provide a foundation for introducing Enables IT's services and for attracting new customers to the Enlarged Group.
Other reasons for the Offer are as follows:
(i) to provide cash and management expertise to Enables IT, particularly in the areas of strategic planning;
(ii) to benefit from the merging of each business's complementary competencies, geographic footprint and technological capabilities;
(iii) to provide support and investment to enable Enables IT to rebuild its sales and marketing divisions; and
(iv) to de-risk Enables IT by reducing its reliance on a small number of large customers and being part of a larger group which can better absorb operational costs.
7. Background to and reasons for recommending the Offer
Background on Enables IT's current outlook and prospects
In May 2014, Enables IT conducted a detailed review of the sales pipeline in the UK and as a result decided to take a more prudent view in relation to the conversion and deliverability of its pipeline and order book. A reorganisation was then implemented which included several staff changes and the recruitment of new sales personnel including a new director of sales. These changes had an adverse impact in sales and profits in the second half of the financial year ended 30 September 2014 and as stated in the recently published interim results for the six months ended 31 March 2015, revenue in the period was down compared to the same period in the previous year. This was due to delays in existing customers commencing projects and a general downturn in the amount of project work Enables IT was able to secure. Further reorganisation was required due to performance in some areas not meeting targets.
In addition, due to growth being hindered by the necessary reorganisation, operational benefits from the acquisition of Know Technology, have taken longer than expected to deliver. This and the other factors cited above have resulted in the Enables IT Directors' growth expectations for the business being hindered.
Additionally, as announced in Enables IT's interim results for the six months ended 31 March 2015, as a consequence of slower than expected growth, Enables IT is likely to need to draw down on the loan facility that it has in place (and potentially seek other funding) in the coming months in order to meet its working capital requirements, particularly in the event that the Scheme does not become Effective as Enables IT will remain liable to pay costs and expenses incurred in connection with the proposed transaction.
As a standalone group, Enables IT therefore faces a number of challenges and risks as it seeks to provide Enables IT Shareholders with acceptable returns.
Factors taken account of by the Enables IT Board in evaluating the Offer
The Independent Enables IT Directors have evaluated the Offer in relation to its value and the prospects provided by it for Enables IT and Enables IT Shareholders as compared to the potential for Enables IT as a standalone group.
The Independent Enables IT Directors concur with 1Spatial's rationale for the Offer set out in paragraph 6 above and have taken this into account in evaluating the Offer. In particular, the Enables IT Directors have considered the following factors.
Commercial factors
- It is expected that the Enlarged Group would benefit from the growth opportunities from the respective business' complementary competencies, geographic footprint and technological capabilities, and the acquisition would provide an opportunity for Enables IT to rebuild its sales force and strengthen marketing efforts;
- The acquisition of Enables IT by 1Spatial would significantly reduce the challenges and risks currently confronting Enables IT as a standalone group, such as by reducing the reliance on a small number of large customers by being part of a larger group which is better equipped to absorb operational costs;
- 1Spatial has stated that it plans to accelerate the investment programme undertaken by Enables IT over the past two years in the technological development of Enables IT's cloud platform and its data centres and services in both the UK and the US;
- The Offer will provide opportunities for a reduction in costs for Enables IT, such as the cancellation of Enables IT's AIM quotation and associated costs;
- 1Spatial has been successful in raising significant amounts of capital through placings in the past (including £17m raised in 2013) which have provided working capital and funding for acquisitions. It is expected that Enables IT would benefit from the greater financial stability provided by 1Spatial's expected access to capital.
Factors relating to the Offer
- the Offer provides Enables IT Shareholders with the opportunity to own shares in 1Spatial, a significantly larger company than Enables IT with a market capitalisation of £46.06 million as at 17 June 2015, being the last Business Day prior to the publication of this announcement. 1Spatial has recently seen strong growth in its revenue of 13 per cent. to £19.6m (reflecting the inclusion of 12 months' revenue from the Star-Apic acquisition) and increase in adjusted EBITDA in the year to 31 January 2015 of 182 per cent. to £3.1m. 1Spatial had a strong net cash position of £7.8m as at its year ended 31 January 2015;
- based on the Closing Price of 6.75 pence per 1Spatial Share, on 17 June 2015 (being the last Business Day before the release of this announcement), the Offer Price represents a premium of approximately 27.13 per cent. to the Closing Price of 6 pence per Enables IT Share on 17 June 2015 (being the last Business Day prior to the publication of this announcement).
Taking these factors into account, the Independent Enables IT Directors believe that the acquisition by 1Spatial of Enables IT is in the best interests of both the Company and Enables IT Shareholders.
Accordingly, the Independent Enables IT Directors, who have been so advised by Cairn, consider the terms of the Offer to be fair and reasonable. In providing its advice to the Independent Enables IT Directors, Cairn has taken into account the commercial assessments of the Independent Enables IT Directors. The Independent Enables IT Directors therefore intend unanimously to recommend that Enables IT Shareholders vote in favour of the Scheme at the Court Meeting and in favour of the Resolutions relating to the Offer to be proposed at the Enables IT General Meeting (or, in the event that the Offer is implemented by way of a Takeover Offer, to accept or procure acceptance of that offer).
In considering their intended recommendation, the Independent Enables IT Directors have given due consideration to 1Spatial Plc Group's stated intentions for management, employees and locations of Enables IT's business as set out in paragraphs 8 and 9 of this announcement.
8. Intentions of 1Spatial and strategy of the Enlarged Group
The 1Spatial Directors intend to create shareholder value through the combining of the businesses and achieving organic growth, operational efficiencies and cost savings.
1Spatial's business is currently split into the following key segments
- Geospatial - 1Spatial Group;
- Other - Storage Fusion and Avisen;
- Central costs.
Taking each of the above segments in turn:
Geospatial 1Spatial Group
A key accelerator for growth of the geospatial division is its relationship with key vendors such as Esri and its ability to provide higher volume, lower value transactional service to the GIS market and other key markets, as noted in paragraph 4 above. A vital part of the provision of this service is to ensure that 1Spatial has a robust and secure cloud service. The addition of Enables IT's managed service and data centre business will mean that 1Spatial is able to provide a secure 24/7 uptime service from both its London and Maine Datacentres.
As 1Spatial follows its transactional growth strategy, the current infrastructure for the 1Spatial Group and demonstration environments, which is currently managed in Cambridge, will need to be made more robust, secure and scalable. This is another area of the business which will be supported and enhanced by the addition of Enables IT to the Enlarged Group.
Other
The other businesses within the 1Spatial Plc Group, namely Storage Fusion and Avisen, more closely align to the Enables IT business and it is intended that these will be managed by Enables IT's Chief Executive Officer, Michael Walliss going forward. The Storage Fusion business, in particular, has a strong business fit with Storage Fusion's software, which specialises in the delivery of automated storage reporting and analytics. This will also allow the management of 1Spatial to focus on the growth of the core 1Geospatial business.
Central costs
1Spatial Directors anticipate that the costs of Enables IT going forward will be reduced, as a result of the reduction in the costs associated with maintaining a public listing following Enables IT's delisting from AIM following completion of the Scheme.
9. Management, employees and locations of business
1Spatial recognises the achievements of the management and employees of Enables IT, and intends that Enables IT will continue to develop and grow as part of the Enlarged Group. The 1Spatial Directors intend to continue to develop the existing strategies of Enables IT and 1Spatial, and does not currently intend to change the location of Enables IT's places of business or to redeploy any of its material fixed assets or to effect material changes to the workforce or their general conditions of employment.
The 1Spatial Directors consider that there are likely to be some limited areas of duplication of resource, especially in relation to corporate and support functions. 1Spatial will carry out a review of the Enlarged Group to identify any significant overlap of resources. This could involve some limited headcount reduction although, where possible, 1Spatial will seek to redeploy those affected into suitable alternative roles. At this stage 1Spatial has not yet fully developed proposals as to how any such headcount reductions might be implemented if at all. A full review will take place following completion of the Offer.
Save as referred to above, the 1Spatial Directors intend to safeguard fully the existing contractual and statutory employment rights of employees of both the Enables IT Group and the 1Spatial Plc Group. It is currently intended that all of Enables IT's existing operating facilities will be maintained. The 1Spatial Directors confirm that no management incentivisation arrangements are proposed to be put in place with members of Enables IT's management team who are interested in Enables IT Shares.
The Enlarged Group will be led by the current 1Spatial Board. All of the Enables IT Directors, save for Michael Walliss, will resign from the Enables IT Board on completion of the Offer.
Biographies for the directors of the 1Spatial Board are set out below:
David Richards - Interim Chairman
David is CEO, President and co-founder of WANdisco. Since co-founding the company in Silicon Valley in 2005, David has led WANdisco on a course for rapid international expansion, opening offices in the UK, Japan and China. David spearheaded the acquisition of AltoStor, which accelerated the development of WANdisco's first products for the Big Data market. The majority of WANdisco's core technology is now produced out of the company's software development base in David's hometown of Sheffield, England and in Belfast, Northern Ireland.
With over 15 years' executive experience in the software industry, David sits on a number of advisory and executive boards of Silicon Valley start-up ventures. A passionate advocate of entrepreneurship, he has established many successful start-up companies in Enterprise Software and is recognized as an industry leader in Enterprise Application Integration and its standards. David has become recognized as a champion of British technology and entrepreneurship. In 2012, he led WANdisco to a successful listing on London Stock Exchange (WAND:LSE), raising over £24m to drive business growth. David holds a BSc degree in Computer Science from the University of Huddersfield, England.
Marcus Hanke - Chief Executive Officer
Marcus is Chief Executive Officer (CEO) of 1Spatial, and is responsible for the strategic direction and growth of the business globally. He is a proven leader and has many years' experience developing strong client relationships with both commercial and government organisations globally; he is focused on delivering value and results to clients. Marcus is passionate about technology innovation, building great teams, valuable partnerships and business growth.
He began his career at PricewaterhouseCoopers and qualified as a chartered management account. He has worked with major organisations such as Compass Plc, and consulting with KPMG and Deloitte. In 2003, he formed an independent performance management company which was subsequently acquired by Cognos Inc/IBM in 2004.
Claire Milverton - Chief Financial Officer
Claire joined the board in April 2010. Prior to this, Claire was the Group Financial Controller at Xploite plc, a company acquired by 1Spatial in 2010. Claire joined Xploite plc having previously been a Senior Manager at PricewaterhouseCoopers LLP.
Claire has had a number of years of experience in the technology industry and plays a key role in implementing the strategic objectives of the group. Key areas of responsibility are Finance and HR across the 1Spatial Plc Group globally. Claire has many years of experience in dealing with key stakeholders, including shareholders, analysts, bankers and employees. Claire is also responsible for leading the 1Spatial Plc Group's corporate transactions. Claire is a Chartered Accountant and a Fellow of the Institute of Chartered Certified Accountants
Mike Sanderson - Director of Strategic Development
Mike Sanderson has responsibility for strategic development. He led 1Spatial between 2001 and December 2009 with a vision to realise the value locked in the core products. Mike has previous experience in the location sector, running Genasys in the mid 1990′s. With over 12 years business process experience in scientific and engineering functions within the water industry he has applied this to a variety of roles in IT. He is a visiting lecturer at Warwick University's Management School and Leeds University Business School.
Marcus Yeoman - Non Executive Director
Marcus Yeoman has 20 years' experience as a director of small companies. He is currently non-executive chairman of both 1Spatial and Enables IT, Guscio PLC, Storyboard PLC and Reach4Entertainment Enterprises PLC, as well as holding directorships of a number of private companies which have engaged him principally to assist them with their growth strategies.
His early career started with the formation of three companies in IT infrastructure and distribution, after which he moved into small company broking and corporate work with Rathbone Stockbrokers Limited and Cheviot Capital (Nominees) Limited. Since 2003, he has been acting as a consultant or non-executive director to smaller companies in the high growth sector. He has also assisted a number of quoted companies with M&A work.
10. Enables IT Options
All outstanding Enables IT Options have exercise prices greater than the Offer Price and consequently, 1Spatial does not intend to make proposals to the Enables IT Optionholders in connection with their Enables IT Options.
11. Irrevocable Undertakings
1Spatial has received irrevocable undertakings from each of the Enables IT Directors to vote or procure the vote in favour of the Resolutions in respect of their entire legal and/or beneficial holdings of Enables IT Shares amounting, in aggregate, to 4,836,453 Enables IT Shares (representing approximately 17.73 per cent. of the existing issued ordinary share capital of Enables IT).
1Spatial has also received an irrevocable undertaking from Erica Walliss, wife of Michael Walliss, to vote or procure the vote in favour of the Resolutions in respect of her entire beneficial holding of Enables IT Shares amounting to 3,212,562 Enables IT Shares (representing approximately 11.77 per cent. of the existing issued ordinary share capital of Enables IT) (or, if the Offer is to be implemented by way of a contractual takeover offer, to accept or procure the acceptance of such offer).
The irrevocable undertakings given by the Enables IT Directors and Erica Walliss remain binding in all circumstances, including if a higher competing offer is announced, unless the Scheme lapses or is withdrawn.
1Spatial has also received irrevocable undertakings from Hargreave Hale Limited to vote or procure the vote in favour of the Resolutions in respect of their entire legal and/or beneficial holdings of Enables IT Shares amounting to, in aggregate, 3,620,370 Enables IT Shares (representing approximately 13.27 per cent. of the existing issued ordinary share capital of Enables IT) (or, if the Offer is to be implemented by way of a contractual takeover offer to accept or procure acceptance of such offer).
Such irrevocable undertakings will cease to be binding in the event that there is a competing offer which values the Enables IT Shares at more than 10 per cent. higher than the value under the Scheme and the offer is not matched by 1Spatial within the normal time limits in the Code.
In aggregate, irrevocable undertakings have been received amounting to approximately 42.77 per cent. of the existing issued ordinary share capital of Enables IT. Further details of these irrevocable undertakings are set out in Appendix 3 to this announcement.
12. Scheme process
It is intended that the Offer will be effected by means of a Court-approved scheme of arrangement between Enables IT and the Scheme Shareholders under Part 26 of the Act (although 1Spatial reserves, with the consent of the Takeover Panel, the right to elect to effect the Offer by way of a contractual takeover offer).
The purpose of the Scheme is to enable 1Spatial to become the owner of the entire issued and to be issued share capital of Enables IT. The procedure involves an application by Enables IT to the Court to sanction the Scheme at the Scheme Court Hearing in consideration for which the Scheme Shareholders will, under the terms of the Scheme, receive the New 1Spatial Shares. The Scheme provides that, if it becomes effective, all of the Scheme Shares will be transferred to 1Spatial in consideration for the issue of the New 1Spatial Shares to the Scheme Shareholders.
The Scheme requires the approval of a majority in number of the Scheme Shareholders representing at least 75 per cent. in value of the Scheme Shares held by the Scheme Shareholders present and voting (either in person or by proxy) at the Court Meeting (voting at which shall be conducted by way of a poll).
Enables IT is seeking approval for an amendment to the Articles in connection with the Scheme at the General Meeting. The proposed amendment to the Articles requires the approval by Enables IT Shareholders at the General Meeting of the Special Resolution.
The Scheme also requires the sanction of the Court, as well as satisfaction (or waiver, where applicable) of the other Conditions set out in this announcement. The Scheme shall become fully effective in accordance with its terms as soon as an office copy of the Scheme Court Order has been delivered to the Registrar of Companies of England and Wales.
If the Scheme becomes effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting or whether they voted against the Scheme.
The Meetings
Before the Court's approval can be sought to sanction the Scheme, the Scheme will require approval by the Scheme Shareholders at the Court Meeting and the passing of the Special Resolution by Enables IT Shareholders at the General Meeting.
The relevant holders of Scheme Shares whose names appear on the register of members of Enables IT on the Voting Record Time shall be entitled to attend and vote at the Court Meeting and the General Meeting or, if the Court Meeting or the General Meeting is adjourned or postponed by more than 48 hours, then the relevant holders of Scheme Shares whose names appear on the register of members of Enables IT at 6.00 p.m. on the date two Business Days prior to the adjourned or postponed meeting shall be so entitled.
The Court Meeting
The Court Meeting will be held at the direction of the Court to seek the approval of Scheme Shareholders for the Scheme. Voting at the Court Meeting will be by way of a poll and each Relevant Shareholder present in person or by proxy will be entitled to one vote for each Scheme Share held.
In order to become effective the Scheme must be approved at the Court Meeting (at which voting will be conducted by way of a poll) by the passing of a resolution by a majority in number of the Scheme Shareholders, present and voting, either in person or by proxy, at such meeting, representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders.
General Meeting
The General Meeting will be convened to consider and, if thought fit, pass the Special Resolution (which requires votes in favour representing not less than 75 per cent. of the votes attached to Enables IT Shares voted at the General Meeting) to approve:
(i) the authorising of the Enables IT Directors to take all such actions as are necessary for implementing the Scheme including the giving of authority to the Enables IT Directors pursuant to section 551 of the Act; and
(ii) certain alterations to the Articles to ensure that any Enables IT Shares issued on or prior to the Scheme Record Time to holders of Options under the Enables IT Share Schemes will be subject to the Scheme and to provide that any Enables IT Shares issued to any person other than 1Spatial (and / or its nominees) after the Scheme Record Time will be automatically transferred to 1Spatial in exchange for New 1Spatial Shares on the same terms as the Scheme. These amendments will avoid any person other than 1Spatial holding Enables IT Shares immediately following the Effective Date.
Sanction of the Scheme
The implementation of the Scheme can only take place if all the Conditions have been satisfied (or, where applicable, waived). Assuming the satisfaction (or, where applicable, waiver) of the Conditions, the Scheme will become effective in accordance with its terms on the delivery to the Registrar of Companies in England and Wales by Enables IT of the Scheme Court Order. Once the Scheme becomes effective, it will be binding on all Scheme Shareholders irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting or whether they voted against the Scheme.
Cancellation of admission to trading on AIM of Enables IT Shares
Prior to the Scheme becoming effective, application will be made to the London Stock Exchange for the admission to trading on AIM of the Enables IT Shares to be cancelled. If the Scheme becomes effective, the Scheme Shares will be transferred to 1Spatial fully paid and free from all liens, equitable interests, charges, encumbrances and other third party rights of any nature whatsoever and together with all rights attaching to them, including the right to receive and retain all dividends and distributions (if any) declared, made or payable after the Effective Date. Enables IT will not declare, make or pay any dividends or distributions from the date of this announcement until the Effective Date.
If the Scheme becomes effective, Enables IT will become a wholly owned subsidiary of 1Spatial. 1Spatial intends to re-register Enables IT as a private company under the relevant provisions of the Act as soon as practicable after cancellation of trading of the Enables IT Shares on AIM.
1Spatial reserves the right to switch from implementing the Offer by means of a scheme of arrangement under Part 26 of the Act to a contractual takeover offer, in accordance with paragraph 8 of Appendix 7 of the Code, with the consent of the Panel.
13. Conditions to the Offer and implementation of the Scheme
The Conditions to the Offer are set out in full in Appendix 1 of this announcement. In summary, the implementation of the Scheme is conditional, amongst other things, upon:
- the approvals of the Enables IT Shareholders to the Resolutions at the General Meeting;
- the sanction of the Court;
- the Scheme becoming effective by no later than 31 December 2015 or such later date as Enables IT and 1Spatial may agree with (where applicable) the consent of the Panel and the approval of the Court (if required), failing which the Scheme will lapse; and
- acknowledgement by the London Stock Exchange that the New 1Spatial Shares will be admitted to trading on AIM.
14. Expected timetable
Further details of the Scheme will be contained in the Scheme Document which will be sent to Enables IT Shareholders as soon as practicable and in any event within 28 days of this announcement unless otherwise agreed with the Panel.
Further details on the timetable for implementation of the Scheme will be set out in the Scheme Document, which will also include the notices of the Court Meeting and the General Meeting and specify the necessary actions required to be taken by Enables IT Shareholders.
15. Offer related arrangements
On 2 June 2015, Enables IT and 1Spatial entered into a confidentiality agreement in a customary form in relation to the Offer, pursuant to which they each undertook, subject to certain exceptions, to keep information relating to Enables IT and 1Spatial confidential and not to disclose it to third parties. Unless terminated earlier, the confidentiality obligations remain in force until the Scheme becomes effective or, failing that, 2 June 2018.
16. Interests in Enables IT Shares
Except as disclosed below, and save for the irrevocable undertakings referred to in paragraph 11above, as at the Close of Business on 17 June 2015, being the latest practicable date prior to the date of this announcement, neither 1Spatial nor any of the 1Spatial Directors nor, so far as 1Spatial or the 1Spatial Directors are aware, any person acting in concert with 1Spatial for the purposes of the Scheme, has an interest in or right to subscribe for, or has any arrangement in relation to, Enables IT Shares or securities convertible or exchangeable into Enables IT Shares, or has borrowed or lent or has any short position in relation to relevant securities of Enables IT, whether such short position is conditional or absolute and whether in the money or otherwise, (including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of the relevant securities). For these purposes, "arrangement" includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to Enables IT Shares which may be an inducement to deal or refrain from dealing in such shares:
|
Party |
Number of Enables IT shares |
% of existing issued ordinary share capital of Enables IT |
Nature of Interest |
|
Marcus Hanke |
401,111 |
1.47 |
111,111 Enables IT Shares held directly and 290,000 Enables IT Shares held via Investor Nominees Limited |
|
Marcus Yeoman |
246,978 |
0.91 |
Held via Dartington Portfolio Nominees Limited (for Springtime Consultants Limited) |
17. Documents
Copies of the following documents will be available on 1Spatial's and Enables IT's websites, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at www.1spatial.com and www.enablesit.com, respectively, by no later than noon on 18 June 2015:
(a) the irrevocable undertakings referred to in paragraph 11; and
(b) a copy of this announcement.
The content of the websites referred to in this announcement are not incorporated into, and do not form part of, this announcement.
18. General
1Spatial has also reserved the right to elect to implement the Offer by way of a takeover offer. In such event, the Takeover Offer will be implemented on substantially the same terms as those which would apply to the Scheme (subject to appropriate amendments, including (without limitation), and if agreed with the Panel, the inclusion of an acceptance condition set at 90 per cent. of the shares to which such offer relates or such lesser percentage, being more than 50 per cent., as 1Spatial may decide).
If the Offer is effected by way of the Takeover Offer, it is anticipated that the cancellation of trading in Enables IT's shares on AIM will take effect no earlier than 20 Business Days following the date on which such Takeover Offer becomes or is declared unconditional in all respects, provided 1Spatial has obtained 75 per cent. or more of the voting rights of Enables IT. Delisting would significantly reduce the liquidity and marketability of any Enables IT Shares not assented to the Takeover Offer at that time.
If the Offer is effected by way of the Takeover Offer and such offer becomes or is declared unconditional in all respects, and 1Spatial receives acceptances under the offer in respect of, or otherwise acquires, 90 per cent. or more of the shares to which the offer relates, 1Spatial intends to exercise its rights pursuant to sections 974 to 991 of the 2006 Act to acquire compulsorily the remaining Scheme Shares in respect of which such Takeover Offer has not been accepted.
The availability of any such Takeover Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves about, and observe any, applicable requirements.
Enquiries:
For further information contact:
1Spatial
Marcus Hanke / Claire Milverton 020 3427 5004
Enables IT
Michael Walliss 01372 541 984
N+1 Singer (Financial adviser to 1Spatial)
Shaun Dobson / Lauren Kettle 020 7496 3000
Cairn Financial Advisers (Rule 3 adviser to Enables IT)
Tony Rawlinson / Emma Earl / Carolyn Sansom 020 7148 7900
APPENDIX 1
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
1) The Offer is conditional upon the Scheme becoming unconditional and becoming effective, subject to the Takeover Code, by no later than 31 December 2015 (the "Long Stop Date") or such later date (if any) as 1Spatial and Enables IT may, with the consent of the Panel, agree and (if required) the Court may approve.
2) The Scheme is conditional upon satisfaction of the following Conditions:
(a) approval of the Scheme by a majority in number of the Scheme Shareholders entitled to vote and present and voting, either in person or by proxy, at the Court Meeting or at any reconvened Court Meeting following an adjournment, representing not less than 75 per cent. in value of the Scheme Shares so voted;
(b) all resolutions in connection with or required to approve and implement the Scheme as set out in the notice of the General Meeting (including, without limitation, the Special Resolution) being duly passed by the requisite majority at the General Meeting; and
(c) the sanction of the Scheme by the Court (without modification or with modification as agreed by 1Spatial and Enables IT) and the delivery of the Scheme Court Order to the Registrar of Companies in England and Wales.
3) In addition, the Offer is conditional on the following Conditions and, accordingly, the necessary actions to make the Scheme effective shall not be taken unless the following Conditions have been satisfied or (where applicable) waived:
(a) the London Stock Exchange having acknowledged to 1Spatial or its agent (and such confirmation not having been withdrawn) that the New 1Spatial Shares will be admitted to trading on AIM;
(b) no government or governmental, quasi-governmental, supranational, statutory, administrative or regulatory body, authority, court, trade agency, professional body, association, institution, environmental body or other body or person whatsoever in any jurisdiction (each a "Relevant Authority") having decided to take, institute, implement or threaten, and there not continuing to be outstanding, any action, proceedings, suit, investigation, enquiry or reference, or made, proposed or enacted any statute, regulation, order or decision, or taken any other steps, that would or might (in a manner or to an extent which is material in the context of the 1Spatial Plc Group or the Enables IT Group as the case may be):
(i) make the Scheme or the acquisition or the proposed acquisition of any Enables IT Shares or other securities in, or control or management of, Enables IT or any other member of the Enables IT Group or the carrying on by any member of the Enables IT Group of its business void, unenforceable or illegal or directly or indirectly restrict, prohibit, delay or otherwise interfere with the implementation of, or impose additional conditions or obligations with respect to, or otherwise challenge, the Scheme or the acquisition or the proposed acquisition of any Enables IT Shares or other securities in, or control or management of, Enables IT or any other member of the Enables IT Group or the carrying on by any member of the Enables IT Group of its business;
(ii) require, prevent or delay a divestiture by any member of the Wider 1Spatial Group of any Enables IT Shares;
(iii) require, prevent or delay the divestiture or alter the terms of any proposed divestiture by any member of the Wider 1Spatial Group or by any member of the Wider Enables IT Group of all or any part of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct all or any portion of their respective businesses or to own all or any portion of their respective assets or property;
(iv) impose any limitation on or result in a delay in the ability of any member of the Wider 1Spatial Group or of any member of the Wider Enables IT Group to acquire or hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or loans or securities convertible into shares or the equivalent in the Wider 1Spatial Group or of any member of the Wider Enables IT Group respectively or to exercise management control over any such member;
(v) require any member of the 1Spatial Plc Group or any member of the Wider Enables IT Group to offer to acquire directly or indirectly any shares or other securities in any member of the Wider Enables IT Group owned by any third party;
(vi) affect adversely the assets, business, profits, financial or trading position or prospects of any member of the Wider 1Spatial Group or any member of the Wider Enables IT Group to an extent which is material in the context respectively of the Wider Enables IT Group or the Wider 1Spatial Group;
(vii) result in any member of the Wider Enables IT Group or any member of the Wider 1Spatial Group ceasing to be able to carry on business under any name under which it presently carries on business;
(viii) otherwise, directly or indirectly, materially prevent or prohibit, restrict, restrain or delay or otherwise to a material extent interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge, impede, interfere or require material amendment of, the Scheme or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Enables IT or any member of the Enables IT Group; or
(ix) impose any material limitation on the ability of any member of the Wider 1Spatial Group or of any member of the Wider Enables IT Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider 1Spatial Group and/or the Wider Enables IT Group to an extent which is material in the context respectively of the Wider Enables IT Group or the Wider 1Spatial Group,
and all applicable waiting and other time periods during which any such Relevant Authority could decide to take, implement, threaten or institute any such action, proceedings, suit, investigation, enquiry or reference under the laws of any jurisdiction having expired, lapsed or been terminated;
(c) all necessary filings, notifications or applications having been made, all applicable waiting periods (including any extensions thereof) under any applicable legislation or regulations of any jurisdiction having expired, lapsed or been terminated and all statutory or regulatory obligations in any relevant jurisdiction having been complied with or obtained, in each case in respect of the Scheme or the acquisition or the proposed acquisition of any Enables IT Shares or other securities in, or control or management of, Enables IT or any other member of the Enables IT Group or the carrying on by any member of the Enables IT Group of its business;
(d) all authorisations, orders, grants, recognitions, confirmations, consents, clearances, licences, permissions, exemptions and approvals ("Authorisations") necessary or appropriate or required for or in respect of the Scheme or the acquisition or the proposed acquisition of any Enables IT Shares or other securities in, or control or management of, Enables IT or any other member of the Enables IT Group or to carry on the business of any member of the Enables IT Group or 1Spatial having been obtained, in terms and in a form satisfactory to 1Spatial, from all appropriate Relevant Authorities and from any persons or bodies with whom any member of the Enables IT Group or 1Spatial has entered into contractual arrangements and all such Authorisations remaining in full force and effect and there being no notice or intimation of any intention to revoke, suspend, restrict, modify or not to renew any of the same and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;
(e) save as Disclosed to 1Spatial, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Enables IT Group is a party or by or to which any such member or any of its assets is or are or may be bound, entitled or subject and which, in consequence of the Scheme or the Offer or the acquisition or proposed acquisition of any Enables IT Shares or other securities in, or control or management of, Enables IT or any other member of the Enables IT Group, or the issuance or proposed issuance of New 1Spatial Shares to Scheme Shareholders, or otherwise, could or might result in, or might reasonably be expected to result in:
(i) any monies borrowed by, or any other indebtedness (actual or contingent) of any such member of the Enables IT Group, which is material in the context of the Enables IT Group, being or becoming repayable or capable of being declared repayable immediately or earlier than the repayment date stated in such agreement, arrangement, licence, permit or other instrument, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or becoming capable of being withdrawn or inhibited;
(ii) the interests or business of any member of the Enables IT Group in or with any other person, firm, company or body (or any arrangements relating to such interests or business) being terminated, modified or adversely affected, which is material in the context of the Enables IT Group;
(iii) any material assets of any member of the Enables IT Group being or falling to be disposed of or charged in any manner howsoever or any right arising under which any such asset or interest could be required to be disposed of or charged in any manner howsoever;
(iv) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interests of any member of the Wider Enables IT Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;
(v) any such agreement, arrangement, licence, permit or other instrument, or the rights, liabilities, obligations or interests of any member of the Enables IT Group thereunder, being, or becoming capable of being, terminated or adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder, which is material in the context of the Enables IT Group;
(vi) any liability of any member of the Enables IT Group to make any severance, termination, bonus or other payment to any of its directors or other officers, which is material in the context of the Enables IT Group;
(vii) the rights, liabilities, obligations, interests or business of any member of the Enables IT Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Enables IT Group in or with any other person or body or firm or company (or any arrangement or arrangement relating to any such interests or business) being or becoming capable of being terminated, or adversely modified or affected in a manner that is materially adverse to the Enables IT Group as a whole;
(viii) any member of the Enables IT Group ceasing to be able to carry on business under any name under which it presently carries on business;
(ix) the value of, or the financial or trading position or prospects of, any member of the Enables IT Group being prejudiced or adversely affected, which is material in the context of the Enables IT Group; or
(x) the creation or acceleration of any liability (actual or contingent) by any member of the Enables IT Group other than trade creditors or other liabilities incurred in the ordinary course of business,
and no event having occurred which, under any provision of any such agreement, arrangement, licence, permit or other instrument to which any member of the Enables IT Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in Conditions 3(d)(i) to (x);
(f) no member of the Enables IT Group having since 30 September 2014, save as Disclosed to 1Spatial:
(i) issued or agreed to issue, or authorised or proposed or announced its intention to authorise or propose the issue of, additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold, or agreed to transfer or sell or authorised or proposed the transfer or sale of, Enables IT Shares out of treasury;
(ii) recommended, declared, paid or made or proposed to declare, pay or make any bonus issue, dividend or other distribution in respect of the share capital of Enables IT;
(iii) merged with any body corporate or implemented, effected, authorised, proposed or announced any intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, partnership, joint venture, scheme, commitment, acquisition, disposal, transfer, mortgage or charge of or granting of any security over assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings;
(iv) purchased or redeemed or repaid any of its own shares or other securities or reduced or made any other change to any part of its share capital;
(v) issued, authorised or proposed or announced an intention to authorise or propose the issue of any debentures or made any change in or to the terms of any debentures or incurred or increased any indebtedness or become subject to any contingent liability which is material in the context of the Enables IT Group taken as a whole;
(vi) entered into, varied or authorised any contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, unusual or onerous nature or magnitude or which is or could reasonably be expected to be materially restrictive or onerous on the business of any member of the Enables IT Group and which is material in the context of the Enables IT Group taken as a whole;
(vii) entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary the terms of any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Wider Enables IT Group;
(viii) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit (including in relation to any personal defined contribution or defined benefit pension scheme) relating to the employment or termination of employment of any employee of the Enables IT Group;
(ix) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;
(x) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;
(xi) (other than in connection with the Scheme) made any alteration to its memorandum or articles of association;
(xii) waived or compromised or settled any claim in respect of the Enables IT Group which is material in the context of the Enables IT Group taken as a whole; or
(xiii) entered into any contract, commitment or agreement to, or passed any resolution with respect to, or announced any intention to, or to propose to, effect any of the transactions or events referred to in this paragraph;
(g) since 30 September 2014, and save as Disclosed to 1Spatial:
(i) no adverse change and no circumstance having arisen which would or might reasonably be expected to result in any adverse change in the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Enables IT Group which in any such case is , or might reasonably be expected to be, material in the context of the Enables IT Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Enables IT Group is or may become a party (whether as plaintiff, defendant or otherwise) having been threatened, announced or instituted or remaining outstanding in respect of any member of the Enables IT Group and which in any such case is likely to adversely affect any member of the Enables IT Group to an extent which is, or might reasonably be expected to be, material in the context of the Enables IT Group taken as a whole;
(iii) no enquiry or investigation by, or complaint or reference to, any Relevant Authority having been threatened, announced, implemented or instituted by or against or remaining outstanding against or in respect of any member of the Enables IT Group which is, or which might reasonably be expected to be, material in the context of the Enables IT Group taken as a whole; or
(iv) no contingent or other liability having arisen or been incurred or become apparent or increased which is, or might reasonably be expected to be, material in the context of the Enables IT Group taken as a whole;
(h) save as Disclosed to 1Spatial, 1Spatial not having discovered:
(i) that any financial or business or other information concerning the Wider Enables IT Group disclosed at any time, whether publicly or otherwise, by or on behalf of any member of the Enables IT Group, to 1Spatial or its advisers is misleading or contains a material misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading which is, or might reasonably be expected to be, material in the context of the Wider Enables IT Group taken as a whole;
(ii) that any partnership, company or other entity in which any member of the Enables IT Group has an interest and which is not a subsidiary undertaking of Enables IT is subject to any liability, contingent or otherwise, which is or might reasonably be expected to be material in the context of the Enables IT Group taken as a whole; or
(iii) any information which affects the import of any information disclosed at any time by or on behalf of any member of the Enables IT Group to an extent which is material in the context of the Enables IT Group taken as a whole;
(iv) any past or present member of the Enables IT Group has not complied with all applicable legislation or regulations of any jurisdiction or any notice or requirement of any Relevant Authority or all contractual provisions relating in each case to the protection of the environment or planning or health and safety including those relating to the storage, carriage, disposal, discharge, spillage or leak of waste or disposal or emission of any hazardous substance or any substance likely to impair the environment or harm human health which non compliance would be likely to give rise to any liability (whether actual or contingent) on the part of any member of the Enables IT Group or 1Spatial which is, or might reasonably be expected to be, material in the context of the Enables IT Group taken as a whole or 1Spatial (as appropriate);
(v) there has been a disposal, discharge, spillage or leak of waste or disposal or emission of any hazardous substance or any substance likely to impair the environment or harm human health on, or from, any land, or other asset, owned, occupied, managed or made use of at any time by any past or present member of the Enables IT Group, or in which any such member may now or previously have had an interest, which would be likely to give rise to any liability (whether actual or contingent) on the part of any member of the Enables IT Group or the Wider 1Spatial Group which in any such case is, or might reasonably be expected to be, material in the context of the Enables IT Group taken as a whole;
(vi) there is or is likely to be any obligation or liability (whether actual or contingent) to make good, repair, re-instate or clean up any property now or previously owned, occupied or made use of by any past or present member of the Enables IT Group or in which any such member may now or previously have had an interest under any environmental legislation or regulation or notice, circular or order of any Relevant Authority in any jurisdiction which in any such case is, or might reasonably be expected to be, material in the context of the Enables IT Group taken as a whole; or
(vii) any member of the Enables IT Group or any person that performs or has performed services for or on behalf of any such member is or has engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010 or any other applicable anti-corruption legislation.
(i) since 31 January 2015, and save as Disclosed to Enables IT:
(i) no adverse change and no circumstance having arisen which would or might reasonably be expected to result in any adverse change in the business, assets, financial or trading position or profits or prospects or operational performance of any member of the 1Spatial Plc Group which in any such case is, or might reasonably be expected to be, material in the context of the 1Spatial Plc Group taken as a whole;
(ii) Enables IT not having discovered that any financial or business or other information concerning the 1Spatial Plc Group disclosed at any time, whether publicly or otherwise, by or on behalf of any member of the 1Spatial Plc Group, to Enables IT or its advisers is misleading or contains a material misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading which is, or might reasonably be expected to be, material in the context of the Wider 1Spatial Group taken as a whole;
(iii) Enables IT not having discovered any information which affects the import of any information disclosed at any time by or on behalf of any member of the 1Spatial Plc Group to an extent which is material in the context of the 1Spatial Plc Group taken as a whole.
(iv) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the 1Spatial Plc Group is or may become a party (whether as plaintiff, defendant or otherwise) having been threatened, announced or instituted or remaining outstanding in respect of any member of the 1Spatial Plc Group and which in any such case is likely to adversely affect any member of the 1Spatial Plc Group to an extent which is, or might reasonably be expected to be, material in the context of the 1Spatial Plc Group taken as a whole
(v) Enables IT not having discovered that any partnership, company or other entity in which any member of the 1Spatial Plc Group has an interest and which is not a subsidiary undertaking of 1Spatial is subject to any liability, contingent or otherwise, which is or might reasonably be expected to be material in the context of the 1Spatial Plc Group taken as a whole.
Certain Further Terms of the Offer
1. If 1Spatial is required by the Panel to make an offer for Scheme Shares under the provisions of Rule 9 of the Takeover Code, 1Spatial may make such alterations to any of the above Conditions and terms of the Offer as are necessary to comply with the provisions of that Rule.
2. Except with the consent of the Panel, the Offer will not proceed if:
(i) the European Commission initiates proceedings in respect of the proposed acquisition of Enables IT by 1Spatial under Article 6(1)(c) of Council Regulation (EEC) 4064/89 or makes a referral to a competent authority of the United Kingdom under Article 9(1) of that regulation; or
(ii) there is a referral to the UK Competition and Markets Authority in respect of the proposed acquisition of Enables IT by 1Spatial.
3. 1Spatial reserves the right to elect (subject to the consent of the Panel) to implement the acquisition of the Scheme Shares by way of a contractual offer as an alternative to the Scheme in accordance with paragraph 8 of Appendix 7 of the Takeover Code. In such event, the acquisition will be implemented by 1Spatial and/or a wholly-owned subsidiary of 1Spatial on substantially the same terms as those which would apply to the Scheme subject to appropriate amendments, including (without limitation) an acceptance condition set at such percentage of the shares to which such offer relates, being more than 50 per cent., as 1Spatial may decide.
4. Conditions 3 (b) to (i) (inclusive) must be fulfilled or waived by no later than 11.59 p.m. on the date immediately preceding the Scheme Court Hearing, failing which the Scheme will lapse. To the extent permitted by law and subject to the requirements of the Takeover Panel, 1Spatial reserves the right to waive all or any of Conditions 3 (b) to (h) in whole or in part and Enables IT reserves the right to waive all or any of Condition 3 (i) in whole or in part. Neither 1Spatial nor Enables IT (as the case may be) shall be under any obligation to waive or to treat as fulfilled any of Conditions 3 (b) to (h) (inclusive) (in the case of 1Spatial) or 3(i) (in the case of Enables IT) before 11.59 p.m. on the date immediately preceding the Scheme Court Hearing, notwithstanding that the other Conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.
5. In the event that the Offer is implemented by way of a contractual offer, the Scheme Shares acquired under the offer shall be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement.
6. The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.
7. The availability of the New 1Spatial Shares to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.
8. The New 1Spatial Shares to be issued under the Scheme will be issued credited as fully paid and will rank in full for all dividends and other distributions, if any, declared, made or paid after the date of this announcement and otherwise shall rank parri passu with the issued ordinary shares in 1Spatial.
9. Fractions of New 1Spatial Shares will not be allotted or issued to Scheme Shareholders but the entitlements of Scheme Shareholders will be rounded down to the nearest whole number of New 1Spatial Shares.
10. The Offer Price is offered on the basis that Enables IT Shareholders will not receive any further dividends beyond 18 June 2015. If any additional dividend were to be declared, the Offer price would be adjusted downwards on an equivalent basis.
11. The Offer is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction.
12. Under Rule 13.5 of the Takeover Code, 1Spatial may not invoke a condition to the Offer so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the condition are of material significance to 1Spatial in the context of the Offer. The determination of whether or not such a condition can be invoked would be determined by the Panel. The conditions contained in Conditions 1, 2 and 3(a) are not subject to this provision of the Takeover Code.
13. Under Rule 13.6 of the Takeover Code, Enables IT may not invoke or cause or permit 1Spatial to invoke any condition to the Offer unless the circumstances which give rise to the right to invoke the condition are of material significance to the Enables IT Shareholders in the context of the Offer. The determination of whether or not such a condition can be invoked would be determined by the Panel. The conditions contained in Conditions 1, 2 and 3(a) are not subject to this provision of the Takeover Code.
14. The Offer is governed by the law of England and Wales and is subject to the jurisdiction of the English courts and to the Conditions and further terms set out in this announcement. The Scheme will be subject to the applicable requirements of the Takeover Code, the Panel and the London Stock Exchange (including the AIM Rules).
Definitions
"Disclosed to 1Spatial": (i) disclosed via a Regulatory Information Service at or before 5.30 p.m. on 17 June 2015 by or on behalf of Enables IT; (ii) fairly disclosed by or on behalf of Enables IT in documents made available to 1Spatial or its advisers at or before 5.30 p.m. on 17 June 2015; or (iii) fairly disclosed in the annual report and accounts of Enables IT for the financial year ended 30 September 2014;
"Disclosed to Enables IT" (i) disclosed via a Regulatory Information Service at or before 5.30 p.m. on 17 June 2015 by or on behalf of 1Spatial; (ii) fairly disclosed by or on behalf of 1Spatial in documents made available to Enables IT or its advisers at or before 5.30 p.m. on 17 June 2015; or (iii) fairly disclosed in the annual report and accounts of 1Spatial for the financial year ended 31 January 2015;
"Wider Enables IT Group": Enables IT, its subsidiaries, subsidiary undertakings and associated undertakings and any other body corporate, partnership, joint venture or person in which Enables IT and such undertakings (aggregating their interests) have a direct or indirect interest of 20 per cent. or more of the voting or equity capital or equivalent;
"Wider 1Spatial Group": 1Spatial, its subsidiaries, subsidiary undertakings and associated undertakings and any other body corporate, partnership, joint venture or person in which 1Spatial and such undertakings (aggregating their interests) have a direct or indirect interest of 20 per cent. or more of the voting or equity capital or equivalent;
"subsidiary", "subsidiary undertaking", "associated undertaking" and "undertaking" have the meanings given by the Act.
APPENDIX 2
SOURCES AND BASES OF INFORMATION
Unless otherwise stated in this announcement:
1. the value attributed to the fully diluted share capital of Enables IT is based on 27,284,303 Enables IT Shares in issue as at 17 June 2015, being the last practicable date prior to the publication of this announcement;
2. all prices for Enables IT Shares have been derived from and, unless otherwise stated, represent Closing Prices on the relevant date(s);
3. all prices for 1Spatial Shares have been derived from and, unless otherwise stated, represent Closing Prices on the relevant date(s);
4. all share prices expressed in pence or pounds Sterling have been rounded to the nearest penny and all percentages have been rounded to one decimal place;
5. unless otherwise stated, the financial information relating to 1Spatial is extracted from the audited consolidated financial statements of 1Spatial for the relevant years, prepared in accordance with IFRS; and
6. unless otherwise stated, the financial information relating to Enables IT is extracted from the unaudited interim results for the six months ended 31 March 2015 or the audited consolidated financial statements of Enables IT for the relevant years, prepared in accordance with IFRS.
APPENDIX 3
DETAILS OF IRREVOCABLE UNDERTAKINGS
1. Enables IT Directors
|
Name of Enables IT Director |
Number of Enables IT Shares |
Percentage of Enables IT issued share capital |
|
Michael Walliss |
4,418,816 |
16.20% |
|
Erica Walliss (spouse of Michael Walliss) |
3,212,562 |
11.77% |
|
Mark Elliott |
31,770 |
0.12% |
|
Miles Johnson |
138,889 |
0.51% |
|
Marcus Yeoman |
246,978 |
0.91% |
|
Total |
8,049,015 |
29.50% |
The irrevocable undertakings given by the Enables IT Directors and Erica Walliss remain binding in all circumstances, including if a higher competing offer is announced, unless the Scheme lapses or is withdrawn.
2. Other Enables IT Shareholders
|
Name of Enables IT Shareholder |
Number of Enables IT Shares |
Percentage of Enables IT issued share capital |
|
Hargreave Hale Limited |
3,620,370 |
13.27% |
|
Total |
3,620,370 |
13.27% |
Irrevocable undertakings given by Enables IT Shareholders will cease to be binding in the event that there is a competing offer which values the Enables IT Shares at more than 10 per cent. higher than the value under the Scheme and the offer is not matched by 1Spatial within the normal time limits in the Code.
APPENDIX 4
DEFINITIONS
The following definitions apply throughout this announcement unless the context otherwise requires:
|
"Act" |
the Companies Act 2006; |
|
"Admission" |
the admission to trading on AIM of the New 1Spatial Shares; |
|
"AIM" |
the AIM market operated by the London Stock Exchange; |
|
"AIM Rules" |
the Rules and Guidance notes for AIM Companies and their nominated advisers issued by the London Stock Exchange from time to time; |
|
"Articles" |
the articles of association of Enables IT from time to time; |
|
"Business Day" |
a day, not being a Saturday, Sunday or public holiday, on which the clearing banks in London are open for business; |
|
"Cairn" |
Cairn Financial Advisers LLP, independent financial adviser for the purposes of Rule 3 of the Code; |
|
"Close of Business" |
in respect of a Business Day, 6.00p.m. on that Business Day; |
|
"Closing Price" |
as regards securities quoted on AIM, the closing middle market quotation of a share derived from AIM; |
|
"Code", "Takeover Code" or "City Code" |
the City Code on Takeovers and Mergers issued by the Panel; |
|
"Conditions" |
the "Conditions to the Implementation of the Scheme and Further Terms of the Offer" set out in this announcement and "Condition" means any one of them; |
|
"Court" |
the High Court of Justice in England and Wales; |
|
"Court Meeting" |
the meeting (and any adjournment thereof) convened with the permission of the Court pursuant to Part 26 of the Act to consider, and, if thought fit, approve the Scheme (with or without modification) and any adjournment thereof; |
|
"Deferred Shares" |
the 3,932,839 deferred shares of £0.74 each in the capital of Enables IT; |
|
"Effective Date" |
the date on which the Scheme Court Order is delivered to the Registrar of Companies in England and Wales; |
|
"Enables IT" or the "Company" |
Enables IT Group plc, a company incorporated in England and Wales with company number 03895363; |
|
"Enables IT Board" or "Enables IT Directors" |
the board of directors of Enables IT as at the date of this announcement; |
|
"Enables IT Group" |
Enables IT, its subsidiaries and subsidiary undertakings; |
|
"Enables IT Options" |
the 33,325 options over Enables IT Shares issued under the Enables IT Share Schemes; |
|
"Enables IT Shareholders" |
holders of Enables IT Shares from time to time; |
|
"Enables IT Shares" |
the existing 27,284,303 unconditionally allotted or issued and fully paid ordinary shares of £0.01 each in the capital of Enables IT and any further such shares of £0.01 each in the capital of Enables IT which are unconditionally allotted or issued before the Scheme becomes effective; |
|
"Enables IT Shares Schemes" |
the Enables IT Enterprise Management Incentive (EMI) Share Option Plan 2001 and the Enables IT Enterprise Management Incentive (EMI) Share Option Plan 2014; |
|
"Enlarged Group" |
the 1Spatial Plc Group as enlarged by the recommended acquisition by 1Spatial of the Enables IT Group pursuant to the Scheme; |
|
"Forms of Proxy" |
as the context may require, either or both of (i) the BLUE form of proxy for use at the Court Meeting, and (ii) the WHITE form of proxy for use at the General Meeting, each of which accompanies this announcement; |
|
"General Meeting" |
the general meeting (and any adjournment thereof) of Enables IT Shareholders convened in connection with the Scheme to consider and, if thought fit, to approve the Special Resolution in relation to the Scheme, notice of which will accompany the Scheme Document; |
|
"Independent Enables IT Board" or "Independent Enables IT Directors" |
the Enables IT Directors other than Marcus Yeoman; |
|
"London Stock Exchange" or "LSE" |
London Stock Exchange plc; |
|
"Meetings" |
the Court Meeting and the General Meeting; |
|
"N+1 Singer" |
together Nplus1 Singer Advisory LLP and Nplus1 Singer Capital Markets Limited; |
|
"New 1Spatial Shares" |
the new 1Spatial Shares to be allotted and issued, credited as fully paid, to Scheme Shareholders as consideration for the Enables IT Shares pursuant to the terms of the Scheme and otherwise pursuant to the Offer; |
|
"Offer" |
the recommended offer made by 1Spatial to acquire the entire issued and to be issued share capital of Enables IT to be implemented by way of the Scheme including, where the context so requires, any subsequent revision, variation, extension or renewal of such proposal, including by way of a contractual takeover offer; |
|
"Offer Period" |
the period commencing on 17 June 2015 (being the date of this announcement) until announcement via a Regulatory Information Service by Enables IT and/or 1Spatial that the Scheme has become effective or that the Scheme has lapsed or been withdrawn; |
|
"Offer Price" |
7.628 pence, being the value of the Offer per Scheme Share based on the Closing Price of 6.75 pence per 1Spatial Share on 17 June 2015; |
|
"Opening Position Disclosure" |
an announcement pursuant to Rule 8 of the Code containing details of interests or short positions in, or rights to subscribe for, any relevant securities of a party to an offer; |
|
"Overseas Shareholders" |
Enables IT Shareholders who are residents in, or nationals or citizens of, jurisdictions outside the United Kingdom or who are nominees of, or custodians or trustees for, citizens or nationals of countries other than the United Kingdom; |
|
"Panel" or "Takeover Panel" |
the Panel on Takeovers and Mergers; |
|
"Regulatory Information Service" |
has the same meaning as defined in the AIM Rules; |
|
"Resolutions" |
the resolutions to be proposed at the Court Meeting (or any adjournment thereof) and the General Meeting (or any adjournment thereof), as appropriate; |
|
"Restricted Jurisdiction" |
any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure for 1Spatial or Enables IT were information or documentation concerning the Offer to be sent or made available to Enables IT Shareholders in that jurisdiction; |
|
"Scheme" or "Scheme of Arrangement" |
the proposed scheme of arrangement under Part 26 of the Act between Enables IT and the Scheme Shareholders, with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by Enables IT and 1Spatial, the full terms of which will be set out in the Scheme Document and (as the case may be) any supplemental circular(s); |
|
"Scheme Court Hearing" |
the hearing at which the Scheme Court Order is made; |
|
"Scheme Court Order" |
the order of the Court sanctioning the Scheme under Part 26 of the Act; |
|
"Scheme Document" |
the document to be sent to Enables IT Shareholders and persons with information rights including the particulars required by section 897 of the 2006 Act and containing, amongst other things, the Scheme and notices of the Meetings and proxy forms in respect of the Meetings; |
|
"Scheme Record Time" |
6.00 p.m. on the Business Day immediately preceding the Scheme Court Hearing; |
|
"Scheme Shareholders" |
the holders of the Scheme Shares; |
|
"Scheme Shares" |
Enables IT Shares (excluding any held by 1Spatial or registered in the name of any member of the 1Spatial Plc Group or any person known to the Company to be a nominee for 1Spatial): (i) in issue at 6.00 p.m. on the date of the Scheme Document; (ii) (if any) issued after 6.00 p.m. on the date of the Scheme Document and before the Voting Record Time; and (iii) (if any) issued on or after the Voting Record Time and on or before the Scheme Record Time, either on terms that the original or any subsequent holders of such shares shall be bound by the Scheme, or in respect of which the original or any subsequent holders of such shares are, or shall have agreed in writing to be, bound by the Scheme; |
|
"Securities Act" |
the United States Securities Act of 1933 (as amended); |
|
"1Spatial" or "Offeror" |
1Spatial plc; |
|
"1Spatial Board" or "1Spatial Directors" |
the board of directors of 1Spatial as at the date of this announcement; |
|
"1Spatial Plc Group" |
1Spatial, a company incorporated in England and Wales with company number 05429800, its subsidiaries and subsidiary undertakings; |
|
"1Spatial Shareholders" |
holders of 1Spatial Shares from time to time; |
|
"1Spatial Shares" |
ordinary shares of £0.01 each in the capital of 1Spatial; |
|
"Special Resolution" |
the special resolution to be proposed at the General Meeting to approve the implementation of the Scheme; |
|
"subsidiary" |
has the meaning given by section 1159 of the Act; |
|
"subsidiary undertaking" |
has the meaning given by section 1162 of the Act; |
|
"UK" or "United Kingdom" |
the United Kingdom of Great Britain and Northern Ireland; |
|
"UK Listing Authority" or "UKLA" |
the FCA in its capacity as a competent authority under the Financial Services and Markets Act 2000; |
|
"United States" or "US" |
the United States of America, its territories and possessions, the District of Columbia, and all other areas subject to its jurisdiction; and |
|
"Voting Record Time" |
6.00 p.m. on the day which is two Business Days before the Court Meeting, or 6.00 p.m. on the day which is two Business Days before any adjournment thereof. |
All times referred to are London time unless otherwise stated.
This information is provided by RNS
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