Rule 2.9 Announcement and Total Voting Rights
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
4 March 2026
Rule 2.9 Announcement and Total Voting Rights
On 21 January 2026, the boards of VertiGIS Ltd ("VertiGIS") and 1Spatial plc ("1Spatial" or the "Company") announced that they had reached agreement on the terms of a recommended cash offer pursuant to which VertiGIS will acquire the entire issued and to be issued ordinary share capital of 1Spatial (the "Acquisition"). The Acquisition is being implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). Details of the Scheme are set out in the circular published to shareholders on 17 February 2026 (the "Scheme Document").
A review of the Company's register of members in connection with the Scheme identified that 636 ordinary shares of £0.10 each (the "636 Shares") were held by the Company in its own name (and not in the form of treasury shares) in connection with the termination of a historic nominee arrangement. In accordance with the Companies Act 2006, the board of directors of the Company has resolved on 4 March 2026 that the 636 Shares be cancelled.
Consequently, in accordance with Rule 2.9 of the City Code on Takeovers and Mergers (the "Code"), 1Spatial confirms that it has in issue 111,875,516 ordinary shares of £0.10 each, of which 15,399 were held in treasury, and 226,699,878 non-voting deferred shares of £0.04 each. The total number of ordinary shares with voting rights is 111,860,117. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest, or a change to their interest, in the Company under the Disclosure Guidance and Transparency Rules.
The cancellation of the 636 Shares represents a decrease of approximately 0.001% of the voting issued share capital of the Company. As a result of this decrease in the denominator used to calculate relevant interests, percentages of voting share capital as disclosed in the Scheme Document have increased by an equivalent amount.
The International Securities Identification Number for 1Spatial's ordinary shares is GB00BFZ45C84. 1Spatial's LEI Number is 213800VG7OZYQES6PN67.
About 1Spatial plc
1Spatial is a global leader in Location Master Data Management ('LMDM') software and solutions. Our global clients include national mapping and land management agencies, utility companies, transportation organisations, government, public safety and defence departments.
Our user-friendly, no-code, cloud-enabled solutions and business applications facilitate automated data governance, while delivering increased efficiencies and significant cost-savings - contributing to a safer, smarter and more sustainable world.
Our patented rules engine powers a cutting-edge software platform, as well as a suite of proprietary business applications and SaaS products, including 1Streetworks which revolutionises traffic management in the UK.
1Spatial plc is AIM-listed, with operations in the UK, Ireland, USA, France, Belgium, Tunisia, and Australia.
www.1spatial.com
Enquiries:
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1Spatial |
via Panmure Liberum |
Andy Roberts, Non-Executive Chairman |
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Claire Milverton, Chief Executive Officer |
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Stuart Ritchie, Chief Financial Officer |
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Panmure Liberum (Sole Financial Adviser, Sole Rule 3 Adviser, Nominated Adviser and Joint Broker to 1Spatial) |
+44 (0) 20 3100 2000 |
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Investment Banking |
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Bidhi Bhoma |
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Edward Mansfield |
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Gaya Bhatt |
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Izzy Anderson |
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M&A |
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Tim Medak |
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Euan Brown |
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Cavendish (Joint Broker to 1Spatial) |
+44 (0) 20 7220 0500 |
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Jonny Franklin-Adams |
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Edward Whiley |
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Sunila de Silva |
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Alma Strategic Communications (Financial PR to 1Spatial) |
+44 (0) 20 3405 0205 |
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Caroline Forde |
1spatial@almastrategic.com |
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Hannah Campbell |
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Rose Docherty |
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Notice related to advisers
Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for 1Spatial and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than 1Spatial for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement. Neither Panmure Liberum nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Panmure Liberum in connection with this announcement, any statement contained herein or otherwise.
Cavendish Capital Markets Limited ("Cavendish"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for 1Spatial and for no-one else in connection with the matters referred to in this announcement and will not be responsible to any person other than 1Spatial for providing the protections afforded to clients of Cavendish, nor for providing advice in relation to the matters referred to herein. Neither Cavendish nor any of its affiliates (nor any of its or their respective directors, officers, employees, representatives or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Cavendish in connection with the matters referred to in this announcement, or otherwise.
Important notices
The release, publication or distribution of this announcement in, into or from jurisdictions outside the United Kingdom in whole or in part, directly or indirectly, may be restricted by laws of the relevant jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities law of any such jurisdiction.
This announcement is for information purposes only, and is not intended to and does not constitute, or form part of, any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction whether pursuant to this announcement or otherwise.
Disclosure requirements of the Takeover 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the 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.
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