Extension of PUSU Deadline

1Spatial Plc

09 January 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 THAT JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

09 January 2026

1Spatial plc (AIM: SPA)

("1Spatial", the "Group" or the "Company")

Extension of PUSU Deadline

On 12 December 2025, the boards of 1Spatial (the "Board") and VertiGIS Ltd ("VertiGIS"), a portfolio company of Battery Ventures ("Battery"), announced that they had reached agreement in principle on the key terms of a possible cash offer (the "Possible Offer") for the entire issued and to be issued ordinary share capital of the Company for a price of 73 pence per 1Spatial share in cash (the "Announcement").

The Announcement stated that in accordance with Rule 2.6(a) of the Code, VertiGIS must, by not later than 5.00 p.m. on 9 January 2026 (the "PUSU Deadline"), either announce a firm intention to make an offer for 1Spatial in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.

Discussions between 1Spatial and VertiGIS remain ongoing. Therefore, the Board has requested, and the Panel has consented to, an extension of the PUSU Deadline in accordance with Rule 2.6(c) of the Code. In accordance with Rule 2.6(a) of the Code, VertiGIS is now required by no later than 5.00 p.m. on 30 January 2026 (the "Revised PUSU Deadline") to either announce a firm intention to make an offer for 1Spatial in accordance with Rule 2.7 of the Code or announce that it does not intend to make such an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. The Revised PUSU Deadline can be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

In accordance with Rule 2.5 of the Code, VertiGIS reserves the right to vary the form and/or mix of the consideration described in this announcement. VertiGIS also reserves the right to make an offer for 1Spatial on less favourable terms than those described in this announcement: (i) with the agreement or recommendation of the Board; (ii) if a third party announces a firm intention to make an offer for 1Spatial on less favourable terms; or (iii) following the announcement by 1Spatial of a Rule 9 waiver transaction pursuant to Appendix 1 of the Code or a reverse takeover (as defined in the Code).

If 1Spatial announces, declares or pays any dividend or any other distribution or return of value or capital to shareholders after the date of this announcement, VertiGIS reserves the right to make an equivalent reduction to the Possible Offer.

There can be no certainty that any firm offer will be made for the Company.

This announcement has been made with the consent of VertiGIS.

Further announcements will be made as and when appropriate.

For further information, please contact:

1Spatial plc	01223 420 414
Claire Milverton, Chief Executive Officer Stuart Ritchie, Chief Financial Officer
Panmure Liberum (Sole Financial Adviser, Sole Rule 3 Adviser, NOMAD and Joint Corporate Broker)	020 3100 2000
Investment Banking Bidhi Bhoma Edward Mansfield Gaya Bhatt Izzy Anderson M&A Tim Medak Euan Brown
Cavendish (Joint Broker)	020 7220 0500
Jonny Franklin-Adams Edward Whiley Rory Sale Sunila de Silva
Alma Strategic Communications	020 3405 0205
Caroline Forde Hannah Campbell Rose Docherty	[e-mail]

VertiGIS Limited	via Raymond James
Andy Berry, Chief Executive Officer Jens Schmidt, Chief Financial Officer
Battery	via Raymond James
Morad Elhafed, General Partner Zak Ewen, Partner Max Kaye, Investor Luis-Luca de Haas, Investor
Raymond James, Financial Adviser to VertiGIS and Battery	020 3798 5700
Junya Iwamoto Alexander Lawless

Latham & Watkins LLP are retained as legal adviser to VertiGIS and Battery.

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

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.

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.

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 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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Website publication

In accordance with Rule 26.1 of the Code, a copy of this announcement will be published, subject to certain restrictions relating to persons resident in restricted jurisdictions, on 1Spatial's website at www.1spatial.com/investors/possible-offer promptly and by no later than 12 noon (London time) on the business day following the date of this announcement. The content of this website is not incorporated in, and does not form part of, this announcement.

MAR  

The individual responsible for releasing this announcement on behalf of 1Spatial is Stuart Ritchie. The information contained within this announcement is deemed by 1Spatial to constitute inside information for the purposes of Article 7 of the UK version of the EU Market Abuse Regulation (Regulation (EU) No.596/2014) which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("UK MAR"). Upon the publication of this announcement via a Regulatory Information Service, such information is now considered to be in the public domain.

 

END