Scheme Becomes Effective and Board Changes
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
29 April 2026
RECOMMENDED CASH ACQUISITION
OF
1SPATIAL PLC ("1SPATIAL")
BY
VERTIGIS LTD ("VERTIGIS")
Scheme Becomes Effective and Changes to the 1Spatial Board
On 21 January 2026, the boards of VertiGIS and 1Spatial announced that they had reached agreement on the terms of a recommended cash acquisition pursuant to which VertiGIS would 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 Act (the "Scheme") which was contained in a scheme document sent to 1Spatial Shareholders on 17 February 2026 (the "Scheme Document").
On 12 March 2026, 1Spatial announced that the Scheme was approved by the requisite majority of Scheme Shareholders at the Court Meeting and the resolution in connection with the implementation of the Scheme was passed by the requisite majority of 1Spatial Shareholders at the General Meeting.
On 16 April 2026, 1Spatial announced that the Court had sanctioned the Scheme under section 899 of the Act.
Capitalised terms used but not defined in this announcement ("Announcement") have the meanings given to them in the Scheme Document.
Scheme becomes Effective
1Spatial and VertiGIS are pleased to announce that the Court Order has been delivered to the Registrar of Companies today and accordingly the Scheme has now become Effective in accordance with its terms.
As previously advised, trading in 1Spatial Shares on AIM was suspended with effect from 7.30 a.m. today and the cancellation of trading of 1Spatial Shares on AIM is expected to take place at 7.00 a.m. on 30 April 2026.
Upon the Scheme having become Effective, share certificates in respect of the Scheme Shares have ceased to be valid documents of title and entitlements to Scheme Shares held in uncertificated form in CREST have been cancelled.
A Scheme Shareholder on the register of members of 1Spatial at 6.00 p.m. on 28 April 2026 will be entitled to receive 73 pence in cash for each Scheme Share held. Settlement of the consideration to which any Scheme Shareholder is entitled will be effected by way of the despatch of cheques or the crediting of CREST accounts (for 1Spatial Shareholders holding Scheme Shares in certificated form and in uncertificated form respectively) as soon as practicable and in any event not later than 14 calendar days after today, as set out in the Scheme Document.
1Spatial is no longer in an "offer period" as defined in the Takeover Code and accordingly the dealing disclosure requirements previously notified to 1Spatial Shareholders no longer apply.
Changes to the 1Spatial Board
1Spatial confirms that on 29 April 2026, Andrew Roberts, Francis Small and Peter Massey tendered their resignations as non-executive directors of 1Spatial and will step down from the 1Spatial Board with effect from today. Susan Wallace has tendered her resignation as company secretary and will step down as company secretary with effect from today. Claire Milverton and Stuart Ritchie will remain on the 1Spatial Board.
In addition, Richard Smith and Andrew Berry have been appointed to the 1Spatial Board and Jens Schmidt has been appointed as company secretary with effect from today.
All references to time in this Announcement are to the time in London, UK.
Enquiries:
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1Spatial |
via Panmure Liberum |
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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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VertiGIS |
via Raymond James |
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Andrew Berry, Chief Executive Officer |
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Jens Schmidt, Chief Financial Officer |
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Raymond James (Financial Adviser to VertiGIS and Battery) |
+44 (0) 20 3798 5700 |
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Junya Iwamoto |
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Alexander Lawless
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Important notices
Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated by the Financial Conduct Authority ("FCA") in the United Kingdom, is acting exclusively for 1Spatial and for no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than 1Spatial for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this Announcement. Neither Panmure Liberum nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Panmure Liberum in connection with this Announcement, any statement contained herein or otherwise.
Cavendish Capital Markets Limited ("Cavendish"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for 1Spatial and for no one else in connection with the matters referred to in this Announcement and will not be responsible to any person other than 1Spatial for providing the protections afforded to clients of Cavendish, nor for providing advice in relation to the matters referred to herein. Neither Cavendish nor any of its affiliates (nor any of its or their respective directors, officers, employees, representatives or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Cavendish in connection with the matters referred to in this Announcement, or otherwise.
Raymond James Financial International Limited ("Raymond James"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for VertiGIS and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than VertiGIS for providing the protections afforded to clients of Raymond James nor for providing advice in connection with the matters referred to herein. Neither Raymond James nor any of its affiliates (nor any of its respective directors, officers, employees, representatives or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Raymond James in connection with this announcement, any statement contained herein or otherwise.
Overseas jurisdictions
The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Announcement comes should inform themselves about and observe such restrictions. Further details in relation to the Overseas Shareholders are contained in the Scheme Document. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.
Copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.
Additional information for US investors
The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its 1Spatial Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each 1Spatial Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.
It may be difficult for US holders to enforce their rights and claims arising out of US federal securities laws, since VertiGIS and 1Spatial are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.
Publication of this Announcement on website
A copy of this Announcement and the documents required to be published pursuant to Rule 26 of the Takeover Code will be available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on 1Spatial's website https://1spatial.com/investors/firm-offer/ and VertiGIS's website at https://www.vertigis.com/1spatial-plc/.
For the avoidance of doubt, the contents of these websites and any websites accessible from hyperlinks on these websites are not incorporated into and do not form part of this Announcement.
Right to receive documents in hard copy form
In accordance with Rule 30.3 of the Takeover Code, 1Spatial Shareholders, persons with information rights and participants in the 1Spatial Share Plan may, subject to applicable securities laws, request a hard copy of this Announcement (and any information incorporated into it by reference to another source) by contacting MUFG Corporate Markets during business hours on 0371 664 0321 (from within the UK) or +44 371 664 0321 (from outside the UK) or by submitting a request in writing to MUFG Corporate Markets at PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL, with an address to which the hard copy may be sent. You can also email MUFG Corporate Markets at shareholderenquiries@cm.mpms.mufg.com. 1Spatial Shareholders may, subject to applicable securities laws, also request that all future documents, announcements and information to be sent in relation to the Acquisition should be in hard copy form.
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