Update on Financing Arrangements

VertiGIS Ltd

27 March 2026

 

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 OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

27 March 2026

RECOMMENDED CASH OFFER

by

VERTIGIS LTD

for

1SPATIAL PLC

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Update on VertiGIS' financing arrangements

On 21 January 2026, the boards of directors of VertiGIS Ltd ("VertiGIS") and 1Spatial plc ("1Spatial") announced that they had reached an agreement of 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 the means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). As announced by VertiGIS and 1Spatial on 12 March 2026, the Scheme and its implementation were approved by the requisite majority of Scheme Shareholders and 1Spatial Shareholders (as applicable) on 12 March 2026 at the Court Meeting and General Meeting (respectively).

Entry into of Financing Arrangements

In the Scheme Document, it was stated that a portion of the consideration payable by VertiGIS to the Scheme Shareholders shall be funded through debt funding under the interim facilities agreement entered into on 21 January 2026, between, among others, VertiGIS and the Sixth Street Financing Entities (the "Interim Facilities Agreement").

VertiGIS announces that, on 27 March 2026 ("Long Form Financing Date"), VertiGIS (among others) has entered into: (i) a senior facilities agreement with, among others, Sixth Street Specialty Lending Europe III Advisors, Ltd as agent and security agent; (ii) an intercreditor agreement with, among others, Sixth Street Specialty Lending Europe III Advisors, Ltd as agent; and (iii) certain ancillary documents related thereto, including fee letters entered into in respect of the lenders' commitments and agency arrangements (together, the "Long Form Financing"). As such, on and from the Long Form Financing Date the facilities under the Interim Facilities Agreement have been cancelled in full and replaced by the Long Form Financing.

The above documents will shortly be available on VertiGIS' and 1Spatial's websites at https://www.vertigis.com/1spatial-plc/ and https://1spatial.com/investors/possible-offer/ respectively.

Terms defined in the Scheme Document published on 17 February 2026 shall have the same meanings when used in this Announcement.

Enquiries:

1Spatial	via Panmure Liberum
Andy Roberts, Non-Executive Chairman
Claire Milverton, Chief Executive Officer
Stuart Ritchie, Chief Financial Officer
Panmure Liberum (Sole Financial Adviser, Sole Rule 3 Adviser, Nominated Adviser and Joint Broker to 1Spatial)	[phone]
Investment Banking
Bidhi Bhoma
Edward Mansfield
Gaya Bhatt
Izzy Anderson
M&A
Tim Medak
Euan Brown
Cavendish (Joint Broker to 1Spatial)	[phone]
Jonny Franklin-Adams
Edward Whiley
Sunila de Silva
Alma Strategic Communications (Financial PR to 1Spatial)	[phone]
Caroline Forde	[e-mail]
Hannah Campbell
Rose Docherty
VertiGIS	via Raymond James
Andy Berry, Chief Executive Officer
Jens Schmidt, Chief Financial Officer
Raymond James (Financial Adviser to VertiGIS and Battery)	[phone]
Junya Iwamoto
Alexander Lawless

Latham & Watkins (London) LLP are retained as legal adviser to VertiGIS.

Travers Smith LLP are retained as legal adviser to 1Spatial.

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.

Forward-looking statements

This Announcement, oral statements made regarding the Acquisition, and other information published by 1Spatial or VertiGIS may contain certain statements with respect to 1Spatial or VertiGIS, as applicable, that are or may be deemed to be forward looking statements.  All statements other than statements of historical facts included in this Announcement may be forward looking statements.  Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of VertiGIS's or 1Spatial's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on VertiGIS's or 1Spatial's business.

These forward-looking statements are not guarantees of future performance.  Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions.  Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements.  These factors include, but are not limited to, the satisfaction of the conditions to the Acquisition, as well as additional factors, such as changes in political and economic conditions, changes in the level of capital investment, retention of key employees, changes in customer habits, success of business and operating initiatives and restructuring objectives, impact of any acquisitions or similar transactions, changes in customers' strategies and stability, competitive product and pricing measures, changes in the regulatory environment, fluctuations of interest and exchange rates, the outcome of any litigation.  Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this Announcement.  All subsequent oral or written forward-looking statements attributable to VertiGIS or 1Spatial or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.  VertiGIS and 1Spatial disclaim any obligation to update any forward-looking or other statements contained in this Announcement, except as required by applicable law.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per 1Spatial Share for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per 1Spatial Share.

Dealing disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the Announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 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 Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 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 Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication of this Announcement on website

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 at https://1spatial.com/investors/possible-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 [phone] (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 [e-mail]. 1Spatial Shareholders may, subject to applicable securities laws, also request that all future documents, Announcements and information to be sent in relation to the Acquisition should be in hard copy form.

Electronic communications

1Spatial Shareholders should be aware that addresses, electronic addresses and certain information provided by 1Spatial Shareholders, persons with information rights and other relevant persons for the receipt of communications from 1Spatial plc may be provided to VertiGIS during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

General

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the UK or, if not, from another appropriate authorised independent financial adviser.

 

END