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DISCLOSURE UNDER RULE 2.10(c)(ii) OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE")
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
FOR IMMEDIATE RELEASE
16 February 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 THE LETTERS OF INTENT
On 21 January 2026, the boards of directors of VertiGIS Ltd ("VertiGIS") and 1Spatial plc ("1Spatial") announced that they had reached agreement on the terms and conditions of a recommended cash offer pursuant to which VertiGIS will acquire the entire issued and to be issued ordinary share capital of 1Spatial pursuant to Rule 2.7 of the Code (the "2.7 Announcement").
Capitalised terms used in this announcement, unless otherwise defined, shall have the meanings given to them in the 2.7 Announcement.
As set out in Appendix III to the 2.7 Announcement, VertiGIS had received irrevocable undertakings and non-binding letters of intent from certain 1Spatial Shareholders to vote in favour (or, where applicable, procure voting) of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure the acceptance of the Takeover Offer), in respect of a total of 58,676,393 1Spatial Shares, representing approximately 52.45 per cent. of the existing issued ordinary share capital of 1Spatial as at 20 January 2026, being the last Business Day prior to the date of the 2.7 Announcement.
These included non-binding letters of intent from:
· Canaccord Genuity Asset Management Limited ("Canaccord Genuity"), in respect of 18,028,859 1Spatial Shares, representing approximately 16.12 per cent. of the existing issued ordinary share capital of 1Spatial (the "Canaccord Genuity Letter of Intent"); and
· Downing LLP ("Downing") in respect of 6,921,688 1Spatial Shares, representing approximately 6.19 per cent. of the existing issued ordinary share capital of 1Spatial (the "Downing Letter of Intent").
· J O Hambro Capital Management Limited ("J O Hambro") in respect of 3,185,000 1Spatial Shares, representing approximately 2.85 per cent. of the existing issued ordinary share capital of 1Spatial (the "J O Hambro Letter of Intent").
Since the Rule 2.7 Announcement:
· On 22 January 2026, Canaccord Genuity announced it had sold 3,000,000 1Spatial Shares;
· Between 27 January 2026 and 10 February 2026, Downing announced it had sold, in aggregate, 41,463 1Spatial Shares; and
· On 12 February 2026, J O Hambro announced it had sold 1,185,000 1Spatial Shares.
Therefore:
· the total number of 1Spatial Shares which are subject to the Canaccord Genuity Letter of Intent has reduced to 15,028,859 1Spatial Shares, representing approximately 13.44 per cent. of the existing issued share capital of 1Spatial as at close of business on 13 February 2026, being the last Business Day prior to the date of this announcement;
· the total number of 1Spatial Shares which are subject to the Downing Letter of Intent has reduced to 6,880,225 1Spatial Shares, representing approximately 6.15 per cent. of the existing issued share capital of 1Spatial as at close of business on 13 February 2026, being the last Business Day prior to the date of this announcement;
· the total number of 1Spatial Shares which are subject to the J O Hambro Letter of Intent has reduced to 2,000,000 1Spatial Shares, representing approximately 1.79 per cent. of the existing issued share capital of 1Spatial as at close of business on 13 February 2026, being the last Business Day prior to the date of this announcement; and
· the total number of 1Spatial Shares which are subject to irrevocable undertakings and non-binding letters of intent has, in aggregate, decreased from 58,676,393 to 54,449,930 1Spatial Shares, representing approximately 48.68 per cent. of the issued share capital of 1Spatial as at close of business on 13 February 2026, being the last Business Day prior to the date of this announcement.
Enquiries:
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VertiGIS |
via Raymond James |
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Andy Berry, Chief Executive Officer |
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Jens Schmidt, Chief Financial Officer |
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Richard Smith, Chairman |
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Raymond James (Financial Adviser to VertiGIS) |
+44 (0) 20 3798 5700 |
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Junya Iwamoto |
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Alexander Lawless |
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Important Notices
Raymond James Financial International Limited ("Raymond James"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for VertiGIS and no-one else in connection with the matters described in this announcement and will not be responsible to anyone other than VertiGIS for providing the protections afforded to clients of Raymond James nor for providing advice in connection with the matters referred to herein. Neither Raymond James nor any of its affiliates (nor any of its respective directors, officers, employees, representatives or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Raymond James in connection with this announcement, any statement contained herein or otherwise.
Further Information
This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through and on the terms set out in the Scheme Document (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the offer document) and the accompanying Forms of Proxy, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document. Scheme Shareholders are strongly advised to read the formal documentation in relation to the Acquisition once it has been despatched.
The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.
Overseas Shareholders
This announcement has been prepared for the purpose of complying with English law, the AIM Rules 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 jurisdictions outside the United Kingdom.
The laws of the relevant jurisdictions may affect the availability of the Acquisition to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement or, when published, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom to vote their 1Spatial Shares at the Court Meeting or the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their 1Spatial Shares in respect of the Court Meeting or the General 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 legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.
The Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this announcement and formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction. In the event that the Acquisition is implemented by way of a Takeover Offer and extended into the US, VertiGIS will do so in satisfaction of the procedural and filing requirements of US securities laws at that time, to the extent applicable thereto. The Acquisition relates to the shares of a company incorporated in England and it is proposed to be made by means of a scheme of arrangement provided for under English law. The Scheme will relate to the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act. A transaction effected by means of a scheme of arrangement is not subject to any shareholder vote, proxy solicitation and tender offer rules under the US Exchange Act.
Accordingly, the Scheme is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation or tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to the financial information of, or the accounting standards applicable to, US companies. However, if VertiGIS were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable laws and regulations, including section 14(e) of the US Exchange Act and Regulation 14E thereunder, if applicable. Such Takeover Offer would be made in the US by VertiGIS and no one else. In addition to any such Takeover Offer, VertiGIS, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in 1Spatial outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase are made they would be made outside the United States in compliance with applicable law, including the US Exchange Act. It may be difficult for a US-based investor to enforce his or her rights and any claim he or she may have arising under US securities laws, since the Scheme relates to the shares of a company located in the UK, and some or all of its officers and directors may be residents of non-US jurisdictions. A US-based investor may not be able to sue a company located in the UK, or its officers or directors, in a foreign court for alleged violations of US securities laws, and it may be difficult to compel a foreign company and its affiliates to subject themselves to a US court's judgment.
Forward-looking statements
This announcement, oral statements made regarding the Acquisition, and other information published by 1Spatial and VertiGIS may contain certain "forward-looking statements" with respect to 1Spatial and VertiGIS. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof. Forward-looking statements include statements relating to, for example, 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 of VertiGIS and the expansion and growth of 1Spatial and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the business of 1Spatial.
These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. None of VertiGIS, or 1Spatial, nor any of their respective associates, directors, officers, employees or advisers, 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. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to VertiGIS or 1Spatial or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. None of VertiGIS or 1Spatial assume any obligation to update publicly or revise forward-looking or other statements contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.
No profit forecasts or estimates
No statement in this announcement is intended as a profit forecast or estimate for VertiGIS or 1Spatial in respect of any period and no statement in this announcement should be interpreted to mean that earnings or earnings per 1Spatial Share for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per 1Spatial Share.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on 1Spatial's website at https://1spatial.com/investors/possible-offer/and on VertiGIS's website at https://www.vertigis.com/1spatial-plc/ by no later than 12:00 noon on the Business Day following this announcement. Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.
Requesting hard copies
In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this announcement, free of charge, by contacting 1Spatial's registrar, MUFG Corporate Markets on 0371 664 0321 (from within the UK) or +44 371 664 0321 (from outside the UK). Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9:00 a.m. and 5:30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that MUFG Corporate Markets cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.
Electronic communications - information for 1Spatial Shareholders
Please 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 may be provided to VertiGIS during the Offer Period as required under section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
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 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 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 +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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