TIDMSPA TIDMEIT
RNS Number : 4968Q
1Spatial Plc
18 June 2015
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
18 June 2015
RECOMMENDED ALL SHARE OFFER
by
1SPATIAL PLC
for
ENABLES IT GROUP PLC
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
The boards of directors of 1Spatial plc ("1Spatial") and Enables
IT Group plc ("Enables IT") are pleased to announce that they have
agreed the terms of a recommended Offer to be made by 1Spatial plc
for the entire issued and to be issued ordinary share capital of
Enables IT.
Summary
-- It is intended that the Offer will be implemented by means of
a Court-sanctioned scheme of arrangement of Enables IT under Part
26 of the Act (although 1Spatial reserves the right, subject to the
consent of the Panel, to effect the Offer by way of a takeover
offer).
-- Under the terms of the Offer, Enables IT Shareholders will be entitled to receive:
for each Scheme Share : 1.13 1Spatial Shares
-- Based on the Closing Price of 6.75 pence per 1Spatial Share,
on 17 June 2015 (being the last Business Day before the date of
this announcement), the terms of the Offer represent:
- a value of approximately 7.628 pence per Scheme Share (the "Offer Price"); and
- a premium of approximately 27.13%. to the Closing Price of 6
pence per Scheme Share on 17 June 2015; and
- a value of approximately GBP2.08 million for Enables IT's
entire issued and to be issued ordinary share capital.
-- The Independent Enables IT Directors, who have been so
advised by Cairn, consider the terms of the Offer to be fair and
reasonable. In providing its advice to the Independent Enables IT
Directors, Cairn has taken into account the commercial assessments
of the Independent Enables IT Directors. Accordingly, the
Independent Enables IT Directors intend unanimously to recommend
that Enables IT Shareholders vote in favour of the Scheme at the
Court Meeting and in favour of the Resolutions relating to the
Offer to be proposed at the General Meeting (or, in the event that
the Offer is implemented by way of a Takeover Offer, to accept or
procure acceptance of that offer) as each of the Enables IT
Directors, and Erica Walliss, wife of Michael Walliss, who hold
Enables IT Shares has irrevocably undertaken to do in respect of
his own beneficial holdings totaling 8,049,015 Enables IT Shares
(representing approximately 29.5 per cent. of the existing issued
ordinary share capital of Enables IT at Close of Business on 17
June 2015 (being the latest practicable date prior to the date of
this announcement)).
-- In addition to the irrevocable undertakings from Enables IT
Directors and Erica Walliss referred to above, 1Spatial has
received an irrevocable undertaking from Hargreave Hale Limited
holding a total of 3,620,370 Enables IT Shares (representing 13.27
per cent. of the existing issued ordinary share capital of Enables
IT (being the latest practicable date prior to the date of this
announcement)) to vote in favour of the Scheme at the Court Meeting
and the resolutions relating to the Offer to be proposed at the
Enables IT General Meeting (or, in the event that the Offer is
implemented by a Takeover Offer, to accept or procure acceptance of
that offer).
-- 1Spatial has, therefore, received irrevocable undertakings in
respect of a total of 11,669,385 Enables IT Shares representing, in
aggregate, 42.77 per cent. of the existing issued ordinary share
capital of Enables IT. The irrevocable undertakings given by the
Enables IT Directors and Erica Walliss remain binding in all
circumstances, including if a higher competing offer is announced,
unless the Scheme lapses or is withdrawn. The irrevocable
undertaking given by Hargreave Hale Limited will cease to be
binding in the event that there is a competing offer which values
the Enables IT Shares at more than 10 per cent. higher than the
value under the Scheme and the offer is not matched by 1Spatial
within the normal time limits in the Code.
-- 1Spatial Plc Group comprises a group of software and
solutions companies each trading under its individual brand:
1Spatial Group, Avisen, Storage Fusion and Sitemap. The common link
between the trading entities is 'big data': the term applied to
data sets whose size is beyond the ability of commonly used
software tools to capture, manage and process. 1Spatial's
businesses provide software solutions that ensure data quality,
management, evaluation and efficiency in big data. The largest
1Spatial subsidiary being 1Spatial Group, has subsidiary
undertakings in the UK, Ireland, France, Belgium and Australia.
-- Enables IT is an IT management and consultancy service
provider operating in the UK and the US providing clients with
solutions for the design and management of their IT Infrastructure.
Enables IT has designed and developed its own proprietary cloud
platform ("Infrastructure as a Service" or "IAAS"), operating from
its US and UK data centres. This platform enables clients' IT
infrastructure to be serviced from the cloud. The platform is
capable of being fully replicated between both data centres thereby
complementing Enables IT Group's service offerings to clients.
-- 1Spatial Plc Group's solutions are often needed to work
alongside and inter-operate with the technology of other vendors.
The 1Spatial Directors believe the ability to work seamlessly with
other technologies is increasingly important and further developing
this capability at a product level is an important area of focus
for the 1Spatial Group. 1Spatial Group's strategy includes
providing software solutions that are 'open' and which will work
well with key vendors in the field.
-- If the Scheme becomes effective, 1Spatial intends to use
Enables IT's data centres and managed service solutions in both the
UK and US to provide cost effective cloud services to 1Spatial
Group's businesses. The 1Spatial Directors believe the acquisition
of Enables IT would be a significant addition to its suite of
solutions, enabling the Enlarged Group to broaden and enhance its
managed services and cloud services offering, supported by a strong
technical support service.
-- The Scheme Document, containing further information about the
Offer and notices of the Court Meeting and General Meeting,
together with the Forms of Proxy, will be posted to Enables IT
Shareholders and (for information only) to participants in the
Enables IT Share Plans as soon as reasonably practicable. An
expected timetable of principal events will be included in the
Scheme Document.
-- Commenting on the Offer, Marcus Hanke, Chief Executive of 1Spatial, said:
-- "I am delighted to announce the news today of our potential
acquisition of Enables IT Group plc. 1Spatial Group is a Big Data
and geospatial technology provider with the strategic goals to
expand into other geographic markets, strengthen our strategic
partnerships, enhance and increase our product offerings, and
support other vertical sectors. Given our history and recent
success globally and our ambitious growth plans we believe this
acquisition will provide us with expert capabilities within the
group to provide IT infrastructure services and globally robust
cloud based offerings, along with increased routes to market."
-- Commenting on the Offer, Mike Walliss, Chief Executive of Enables IT, said:
"We believe Enables IT's business fits well within 1Spatial's
portfolio of businesses and being part of the 1Spatial Plc Group
should offer us excellent potential to develop and expand our
business. 1Spatial also has the financial and management resources
to support Enables IT's growth plans. Enables IT will be a core
element in 1Spatial's business model and we believe that Enables IT
Shareholders will benefit from holding shares in a larger, more
diversified company."
This summary should be read in conjunction with, and is subject
to, the following announcement and the Appendices. The conditions
to, and certain further terms of, the Offer are set out in Appendix
1 to this announcement. The sources and bases for certain
information contained in this announcement are set out in Appendix
2 to this announcement. Details of irrevocable undertakings
received by 1Spatial are set out in Appendix 3 to this
announcement. Certain definitions and terms used in this
announcement are set out in Appendix 4 to this announcement.
Enquiries:
For further information contact:
1Spatial plc
Marcus Hanke / Claire Milverton 020 3427 5004
Enables IT Group plc
Michael Walliss 01372 541 984
N+1 Singer (Financial adviser to 1Spatial)
Shaun Dobson / Lauren Kettle 020 7496 3000
Cairn Financial Advisers (Rule 3 adviser to Enables IT)
Tony Rawlinson / Emma Earl / Carolyn Sansom 020 7148 7900
Further information
This announcement is not a prospectus. It is for information
purposes only and is not intended to, and does not, constitute or
form part of any offer or invitation to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Offer or otherwise. Subject to the
rights of 1Spatial to elect, subject to any required consents of
the Panel, to effect the Offer by way of an offer, the Offer will
be effected solely through the Scheme Document, which will contain
the full terms and conditions of the Offer, including details of
how to vote in respect of the Scheme. Any vote in respect of the
Scheme or other response or action in respect of the Offer should
be made only on the basis of the information contained in the
Scheme Document. Enables IT will prepare the Scheme Document to be
distributed to Enables IT Shareholders. Enables IT and 1Spatial
urge Enables IT Shareholders to read the Scheme Document carefully
when it becomes available because it will contain important
information relating to the Offer.
It is expected that the Scheme Document (including notices of
the Meetings) together with the relevant Forms of Proxy, will be
posted to Enables IT Shareholders as soon as is reasonably
practicable and, in any event, within 28 days of this announcement,
unless otherwise agreed with the Panel.
N+1 Singer, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for 1Spatial and no-one else in connection with the Offerand this
announcement and will not be responsible to anyone other than
1Spatial for providing the protections afforded to clients of N+1
Singer nor for providing advice in relation to the Offeror the
matters referred to in this announcement.
Cairn, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively for
Enables IT and no-one else in connection with the Offerand this
announcement and will not be responsible to anyone other than
Enables IT for providing the protections afforded to clients of
Cairn nor for providing advice in relation to the Offer or the
other matters referred to in this announcement.
Overseas Shareholders
The release, publication or distribution of this announcement or
availability of the Offer in jurisdictions other than the United
Kingdom may be restricted by law. Persons who are not resident in
the United Kingdom or who are subject to the laws of any
jurisdiction other than the United Kingdom should therefore inform
themselves of, and observe, any applicable legal or regulatory
requirements. In particular, the ability of persons who are not
resident in the United Kingdom to vote their Enables IT Shares with
respect to the Scheme at the Court Meeting, or to execute and
deliver Forms of Proxy appointing another to vote at the Court
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 restrictions may constitute a violation
of the securities laws of any such jurisdiction.
This announcement has been prepared for the purposes of
complying with UK law 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 any
jurisdiction outside the United Kingdom.
The Offer relates to shares of an English public limited company
and is proposed to be effected by means of a scheme of arrangement
under Part 26 of the 2006 Act, governed by the law of England and
Wales. Accordingly, the Scheme is subject to the disclosure
requirements, rules and practices applicable in the United Kingdom
to schemes of arrangement, which differ from the requirements of,
and rules and practices applicable under, the laws of other
jurisdictions outside the United Kingdom.
Unless otherwise determined by 1Spatial or required by the Code,
and permitted by applicable law and regulation, the Offer will not
be made available, directly or indirectly, in, into or from a
Restricted Jurisdiction and no person may vote in favour of the
Offer by any such use, means, instrumentality or from within a
Restricted Jurisdiction. Accordingly, copies of this announcement
and all documents relating to the Offer are not being, and must not
be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from any Restricted Jurisdiction,
and persons receiving this announcement or any documents relating
to the Offer(including, without limitation, custodians, nominees
and trustees) must not mail or otherwise forward, distribute or
send them in, into or from any such jurisdictions. If, in future,
1Spatial exercises its right to implement the Offer by way of the
Takeover Offer, the Takeover Offer (unless otherwise permitted by
applicable law and regulation) will and may not be made, directly
or indirectly, in or into, or by the use of the mails, or by any
means of instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce
of, or any facilities of a national, state or other securities
exchange of any Restricted Jurisdiction, and the Takeover Offer
will not be capable of acceptance from or within any Restricted
Jurisdiction or by any such use, means, instrumentality or
facilities.
Notice to US investors in Enables IT
Enables IT is an English company. Accordingly, shareholders in
the United States should note that the acquisition of Enables IT by
1Spatial relates to the shares of a "foreign private issuer" as
defined under Rule 3b-4 under the US Securities Exchange Act 1934,
as amended (the "Exchange Act") and is proposed to be made by means
of a scheme of arrangement provided for under, and governed by, the
laws of England and Wales. Neither the proxy solicitation nor the
tender offer rules under the Exchange Act will apply to the
Scheme.
In addition, the Offer relates to the shares of an English
company and is to be made by means of a scheme of arrangement
provided for under the laws of England and Wales. The Offer is
subject to the disclosure requirements and practices applicable in
England and Wales to schemes of arrangement, which differ from the
disclosure and other requirements of the US securities laws and
tender offer rules. The Enables IT and 1Spatial financial
information included in, and incorporated by reference into, this
document has been prepared in accordance with International
Financial Reporting Standards ("IFRS") as adopted in the European
Union and may not be comparable to the financial statements of US
companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the
United States. US generally accepted accounting principles differ
in certain significant respects from IFRS. None of the financial
information included in, or incorporated by reference into, this
document has been audited in accordance with auditing standards
generally accepted in the United States or the auditing standards
of the Public Company Accounting Oversight Board (United
States).
The receipt of New 1Spatial Shares by a US holder of Scheme
Shares as consideration for the transfer of its Scheme Shares
pursuant to the Offer may be a taxable transaction for US federal
income tax purposes and under applicable US state and local, as
well as foreign and other tax laws. Each US holder of Scheme Shares
is urged to consult his independent professional adviser
immediately regarding the tax consequences of the Offer applicable
to him.
It may be difficult for US holders of Scheme Shares to enforce
their rights and claims arising out of US federal securities laws,
since 1Spatial and Enables IT are located in countries other than
the United States, and all of their officers and directors are
residents of countries other than the United States. US holders of
Scheme Shares 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.
The New 1Spatial Shares to be issued pursuant to the Scheme have
not been and will not be registered under the Securities Act or
under the relevant securities laws of any state or territory or
other jurisdiction of the United States. Accordingly, the New
1Spatial Shares may not be offered, sold, resold, delivered,
distributed or otherwise transferred, directly or indirectly, in or
into the United States, absent registration under the Securities
Act or an exemption therefrom.
The New 1Spatial Shares are expected to be offered in the United
States, if at all, in reliance upon the exemption from the
registration requirements of the Securities Act provided by Section
3(a)(10) thereof. None of the securities referred to in this
document have been approved or disapproved by the US Securities and
Exchange Commission, any state securities commission in the United
States or any other US regulatory authority, nor have such
authorities passed upon or determined the adequacy or accuracy of
this document. Any representation to the contrary is a criminal
offence in the United States.
Forward looking statements
This announcement, including information included or
incorporated by reference in this announcement, may contain certain
"forward looking statements" regarding the financial position,
business strategy or plans for future operations of the 1Spatial
Plc Group and the Enables IT Group. All statements other than
statements of historical fact included in any document may be
forward looking statements. Forward looking statements also often
use words such as "believe", "expect", "estimate", "intend",
"anticipate" and words of a similar meaning.
By their nature, forward looking statements involve risk and
uncertainty that could cause actual results to differ materially
from those suggested by them. Much of the risk and uncertainty
relates to factors that are beyond the companies' abilities to
control or estimate precisely, such as future market conditions and
the behaviours of other market participants, and therefore undue
reliance should not be placed on such statements which speak only
as at the date of this announcement. Each of the 1Spatial Plc
Group, the Enables IT Group, and each of their respective members,
directors, officers or employees, advisers or any person acting on
their behalf, expressly disclaims any intention or obligation to
revise or update these forward looking statements or other
statements contained in this announcement, whether as a result of
new information, future events or otherwise, except as required
pursuant to applicable law.
Neither the 1Spatial Plc Group nor the Enables IT Group, nor any
of their respective members, directors, officers or employees,
advisers or any person acting on their behalf, 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.
No forward looking or other statements have been reviewed by the
auditors of the 1Spatial Plc Group or the Enables IT Group. All
subsequent oral or written forward-looking statements attributable
to the 1Spatial Plc Group or the Enables IT Group, or any of their
respective members, directors, officers, advisers or employees or
any person acting on their behalf are expressly qualified in their
entirety by the cautionary statement above.
No profit forecasts or estimates
Nothing in this announcement is intended, or is to be construed,
as a profit forecast or to be interpreted to mean that earnings per
1Spatial Share or Enables IT Share for the current or future
financial years, or those of the Enlarged Group, will necessarily
match or exceed the historical published earnings per 1Spatial
Share or Enables IT Share.
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 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 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 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.
Rule 2.10 disclosures
In accordance with Rule 2.10 of the Code, Enables IT confirms
that as at Close of Business on 17 June 2015 (being the last
Business Day prior to the date of this announcement), it has in
issue 27,284,303 ordinary shares of GBP0.01 each. The International
Securities Identification Number (ISIN) of the ordinary shares is
GB00B8T2XV42.
In accordance with Rule 2.10 of the Code, 1Spatial confirms that
as at Close of Business on 17 June 2015 (being the last Business
Day prior to the date of this announcement), it has in issue
682,415,354 ordinary shares of GBP0.01 each. The International
Securities Identification Number (ISIN) of the ordinary shares is
GB00B09LQS34.
Information relating to Enables IT Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Enables IT Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Enables IT may be provided to 1Spatial during
the Offer Period where requested under Section 4 of Appendix 4 of
the Takeover Code to comply with Rule 2.12(c).
Website publication
This announcement and the documents required to be published
pursuant to Rule 26 of the Code will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on 1Spatial's and Enables IT's websites at
www.1spatial.com and www.enablesit.com, respectively, by no later
than 12 noon on 19 June 2015. You may request a hard copy of this
announcement by contacting the Company Secretary of Enables IT
during business hours on 0845 125 5999 or by submitting a request
in writing to the Company Secretary of Enables IT at Unit 5, Mole
Business Park, Randalls Road, Leatherhead, Surrey KT22 7BA. Your
attention is drawn to the fact that a hard copy of this
announcement will not be sent to you by 1Spatial unless so
requested. You may also request that all future documents,
announcements and information to be sent to you in relation to the
Offer should be in hard copy form.
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
18 June 2015
RECOMMENDED ALL SHARE OFFER
for
ENABLESIT GROUP PLC
by
1SPATIAL PLC
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
1. Introduction
The boards of Enables IT and 1Spatial are pleased to announce
that they have agreed the terms of a recommended offer pursuant to
which 1Spatial will acquire the entire issued and to be issued
ordinary share capital of Enables IT in consideration for the issue
of 1.13 New 1Spatial Shares for each Scheme Share.
2. Terms of the Offer
It is intended that the Offer will be implemented by means of a
Court-sanctioned scheme of arrangement pursuant to Part 26 of the
Act (although 1Spatial reserves the right, with the consent of the
Panel, to effect the Offer by way of a Takeover Offer). The Scheme
is subject to the satisfaction (or, where applicable, waiver) of
the Conditions and the sanction of the Scheme by the Court. The
Scheme provides that, if it becomes effective, all of the Scheme
Shares will be transferred to 1Spatial. In exchange, under the
Offer, all Scheme Shareholders will be entitled to receive:
For each Scheme Share: 1.13 New 1Spatial Shares
Entitlements to New 1Spatial Shares will be rounded down to the
nearest whole number of 1Spatial Shares. Fractions of New 1Spatial
Shares will not be allotted or issued to Scheme Shareholders.
Fractional entitlements of New 1Spatial Shares will be aggregated
and sold in the market and the net cash proceeds of the sale
retained for the benefit of the Enlarged Group.
Assuming the Offer is successful, Enables IT will become a
wholly owned subsidiary of 1Spatial on the Effective Date. 1Spatial
is a public company incorporated in England and Wales. Its shares
are admitted to trading on AIM and Admission is expected to take
place on the Business Day following the Effective Date of the
Scheme.
Based on the Closing Price of 6.75 pence per 1Spatial Share, on
17 June 2015 (being the last Business Day prior to publication of
this announcement), the terms of the Offer represent:
- a value of approximately 7.628 pence per Scheme Share (the "Offer Price"); and
- a premium of approximately 27.13%. to the Closing Price of 6
pence per Scheme Share on 17 June 2015; and
- a value of approximately GBP2.08 million for Enables IT's
entire issued and to be issued ordinary share capital.
Enables IT Shareholders should note that the value of the
consideration that they will ultimately receive (once the Scheme is
implemented and becomes effective in accordance with its terms)
will depend upon the market value of New 1Spatial Shares received
by them on the Effective Date, and this value may vary, as 1Spatial
is a public company whose shares are admitted to trading on
AIM.
The Deferred Shares have no economic value as the rights
attaching to the Deferred Shares do not carry any voting rights and
have no entitlement to attend general meetings of Enables IT, nor
do they have any right to participate in any dividend or other
distribution and no right to participate in a return of capital
unless on a winding up the holders of the Enables IT Shares first
receive an amount in excess of GBP10 million per Enables IT Share.
The Deferred Shares do not form part of the Scheme and are not
included within the definition of Scheme Shares. Consequently
holders of Deferred Shares have no rights to attend, participate
nor vote at the Court Meeting or at the General Meeting. It is
proposed, (in accordance with the rights attaching to the Deferred
Shares (pursuant to an ordinary resolution passed on 23 November
2012)), that in the event the Scheme becomes effective, Enables IT
will transfer all the Deferred Shares to 1Spatial for a nominal sum
of GBP1.
3. Financial effects of the Offer
As a result of and following the Scheme becoming effective,
1Spatial expects to consolidate Enables IT's assets and
liabilities. As at 31 March 2015, being the date to which the 6
month interim results of Enables IT are made, and under Enables
IT's historical accounting policies, Enables IT had net assets with
a value of GBP1.8 million. A fair value assessment of Enables IT's
assets, liabilities and business will be required to be carried out
under 1Spatial's accounting policies following completion of the
Offer to determine the on-going tangible and intangible carrying
values at which the Enables IT business will be carried on
1Spatial's balance sheet.
Under the Scheme, Scheme Shareholders will receive 1.13 New
1Spatial Shares for each Scheme Share held. The following table
sets out, for illustrative purposes only and on the bases and
assumptions set out in the notes below, the financial effects of
the Offer on the capital value and income for a holder of one
Scheme Share, if the Scheme becomes effective:
Increase/Decrease in Capital Value as at 17 June 2015
Note Pence
Market value of 1.13 New 1Spatial
Shares 1 7.628
Market value of one (1) Enables
IT Share 2 6
Increase in capital 3 1.628
This represents an increase of 27.13%
Increase in income
Note Pence
Dividend income from 1.13 New 1Spatial 4 Nil
Shares
Dividend income from one (1) Enables 4 Nil
IT Share
Increase/Decrease in Income 4 Nil
This represents an increase of Nil%
Notes:
1) The market value of one New 1Spatial Share is based on the
closing mid-market quotation of 6.75 pence per 1Spatial Share as at
the Close of Business on 17 June 2015, being the latest practicable
date prior to publication of this announcement.
2) The market value of one Enables IT Share is based on the
closing mid-market quotation of 6 pence per Enables IT Share as at
the Close of Business on 17 June 2015, being the latest practicable
date prior to the publication of this announcement.
3) In assessing the financial effects of receiving New 1Spatial
Shares, no account has been taken of any potential taxation
liability of an Enables IT Shareholder or of any timing differences
in the payment of any dividends. The final offer will depend upon
the market value of New 1Spatial Shares received by them on the
Effective Date, and this value may vary, as 1Spatial is a public
company whose shares are admitted to trading on AIM.
4) Neither 1Spatial nor Enables IT has paid a dividend for their
respective most recent completed financial periods.
4. Information on 1Spatial
1Spatial Plc Group comprises a group of innovative,
market-leading software and solutions companies each trading under
its individual brand: 1Spatial Group, Avisen, Storage Fusion and
Sitemap.
The common link between the companies is Big Data: the term
applied to data sets whose size is beyond the ability of commonly
used software tools to capture, manage, and process. The rise of
big data has increased demand for information management
specialists and software firms specialising purely in data
management and analytics. Analysts IDC expects the big data
technology and services market to grow from $3.2 billion in 2010 to
$16.9 billion in 2015. This represents a compound annual growth
rate (CAGR) of 39.4% or about seven times that of the overall
information and communication technology (ICT) market. 1Spatial's
businesses provide software solutions that ensure data quality,
management, evaluation and efficiency in Big Data.
1Spatial Group
1Spatial Group is the most significant trading segment of the
business, with subsidiary undertakings in the UK, Ireland, France,
Belgium and Australia. 1Spatial has also recently acquired a 47 per
cent stake in Laser Scan Inc. (LSI), 1Spatial Group's distributor
for US and the Americas which is based in Washington DC. The
1Spatial Directors believe this will secure 1Spatial's presence in
the important US market and opens up opportunities for further
business in the government and utilities sectors and beyond.
1Spatial Group provides geospatial software solutions and
services that manage some of the world's largest spatial big data.
It works with users and creators of some of the largest geospatial
databases in the world, helping them collect, plan, store, manage
and interpret location-specific information.
Its clients include national mapping and cadastral (land
registration) agencies, utility and telecommunications companies,
and government departments (including emergency services, defence
departments and census bureaus).
Avisen
Avisen provides management consulting services major
organisations such as Unilever to help them improve profitability
and supply management on a global basis, with a view to increasing
profitability.
Storage Fusion
Storage Fusion's software specialises in the delivery of
automated storage reporting and analytics. With the increasing
demand on data storage environments, they work with organisations
to help them evaluate and optimise their storage landscape.
Sitemap
1Spatial also has a 49 per cent stake in Sitemap Ltd., an
incubator-stage business with software that will add a new, but
complementary, dimension to 1Spatial's offering. Sitemap leverages
1Spatial's data management tools to provide users with the
capability for analytics and decision-making grounded in accurate
location, or geospatial data. Its decision-making capability has
potential across many industry sectors, including land and property
and insurance.
Current trading and prospects
The 1Spatial Plc Group released its results for the year ended
31 January 2015 on 18 May 2015, in which it reported record revenue
of GBP19.6m and adjusted EBITDA of GBP3.1m. These results
represented a 13 per cent. growth in revenues and a significant 182
per cent. increase in adjusted EBITDA on the prior year.
The overall loss after tax for the year of GBP1.5m, which was an
improvement on a loss of GBP2.2m in the prior year, was mainly the
result of exceptional costs, amortisation charges and share based
payment charges.
The 1Spatial Plc Group also reported strong net asset and cash
positions of GBP21.0m and GBP8.3m respectively in its results to 31
January 2015. However, certain exceptional costs, such as
redundancy costs in France and Belgium, which were accrued in these
results, will be paid out during the first half of 2016. The most
significant cash-flows in the year under review not attributable to
operating cash flows were the investment in product development of
GBP2.4m and the investment in Sitemap of GBP0.5m.
The 1Spatial Plc Group entered the current financial year, to
January 2016, with an order backlog of GBP7m and a healthy pipeline
of sales opportunities. In the period since the year-end,
1Spatial's cash position was further enhanced by a subscription for
new shares for GBP1.9m by an incoming institutional investor.
Furthermore, subsequent to the year-end, 1Spatial acquired a 47
per cent stake in 1Spatial's US distributor Laser Scan Inc. (LSI)
for GBP1.5m, with an option to acquire the remaining 53 per cent of
the share capital of the company in 2016 and 2017. The 1Spatial
Directors believe this will secure 1Spatial's presence in the
important US market by complementing LSI's existing capabilities
and opens up opportunities for further business in the government
and utilities sectors and beyond.
5. Information on Enables IT
Introduction
Enables IT is an IT management and consultancy service provider
operating in the UK and the US providing clients with solutions for
the design and management of their IT Infrastructure. Enables IT
has designed and developed its own proprietary cloud platform
("Infrastructure as a Service" or "IAAS"), operating from its US
and UK data centres. This platform enables clients' IT
infrastructure to be serviced from the cloud. The platform is
capable of being fully replicated between both data centres thereby
complementing Enables IT Group's service offerings to clients.
Enables IT also provides onsite IT services and proactive managed
services, with the ability to offer a global, dedicated 24/7
technical helpdesk. The Enables IT Group strives to offer better
integrated solutions, which offer reduced costs for customers
compared to some competitors.
Background
Enables IT Limited was founded in 1991, offering network cabling
services to UK based customers. Through the reverse takeover of
Enables IT (then called Nexus Management plc) in November 2012, the
group was able to expand its geographical presence to the US
through Enables IT's US data centres and the enlarged Enables IT
group was admitted to trading on AIM. The strategy at this time was
to target blue chip clients in sectors such as health, professional
services and education.
In 2013 Enables IT raised GBP3.4m to help finance two successful
acquisitions of the business and assets of The Support Force Group
Limited (July 2013) and Know Technology LLC, an IT Managed Services
Provider (December 2013). As part of the acquisition of The Support
Force Limited, Enables IT gained access to an exclusive IT support
desk operating in South Africa which subsequently extended its
services to provide a 24 hour a day technical helpdesk for all of
Enables IT Group's customers. The acquisition of Know Technology
LLC (an information technology, professional services and managed
services company) was a strategic purchase based upon 'professional
services' capabilities and business synergies, as well as enhancing
the Company's potential to cross-sell products and services.
Through the integration of Know Technology LLC's operations,
Enables IT strengthened its presence in the US and extended the
group's service capabilities.
Current trading and prospects
In May 2014, Enables IT conducted a detailed review of the sales
pipeline in the UK and as a result decided to take a more prudent
view in relation to the conversion and deliverability of its
pipeline and order book. A reorganisation was then implemented
which included several staff changes and the recruitment of new
sales personnel including a new director of sales. These changes
had an adverse impact in sales and profits in the second half of
the financial year ended 30 September 2014.
Enables IT released its interim results for the six months ended
31 March 2015 on 8 June 2015, in which it reported revenue of
GBP2.8 million. Enables IT reported a gross profit of GBP0.9
million and operating loss before exceptional items of GBP0.5
million. Enables IT also reported net assets and cash position of
GBP1.8 million and GBP0.4 million respectively as at 31 March
2015.
Whilst revenues were down compared to the previous year, due to
delays in Enables IT's existing customers commencing projects and a
general downturn in the amount of project work which Enables IT was
able to secure, the level of recurring revenue increased as
percentage of total sales for the period from 57 per cent. to 67
per cent. Acquisition of new clients and the operational benefits
from the acquisition of Know Technology have been slower than
expected which hindered the Enables IT Directors growth
expectations. The bulk of the losses during the six months ended 31
March 2015 arose in Enables IT's European division, whilst the US
made a small loss. Enables IT made investments during the period
into sales and marketing but these have yet to deliver the expected
returns, especially in respect of new business in the UK.
6. 1Spatial's rationale for the Offer
1Spatial Plc Group's solutions are often needed to work
alongside and inter-operate with the technology of other vendors.
The 1Spatial Directors believe the ability to work seamlessly with
other technologies is increasingly important and further developing
this capability at a product level is an important area of focus
for the 1Spatial Plc Group. 1Spatial's strategy includes providing
software solutions that are 'open' and which will work well with
key vendors in the field. This is seen as a critical area of
development to enable significant growth. 1Spatial recently
announced that it had showcased its 1Spatial Management Suite,
consisting of products to efficiently and consistently plan,
maintain and publish spatial data whilst automating production and
business process workflows, to Esri, one of the biggest players in
the GIS space. The 1Spatial Directors believe this was an important
step forward in this strategy.
If the Scheme becomes effective, 1Spatial intends to use Enables
IT's IT data centres and managed service solutions in both the UK
and US to provide cost effective cloud services to 1Spatial Plc
Group's businesses, enabling it to capitalise on what the 1Spatial
Directors believe to be significant growth opportunities in the
market.
The 1Spatial Directors believe the acquisition of Enables IT
would be a significant addition to its suite of solutions, enabling
the Enlarged Group to broaden and enhance its managed services and
cloud services offering, supported by a strong technical support
service. This is a key reason for the Offer.
The 1Spatial Directors believe that there are likely to be cross
selling opportunities between Enables IT Group and 1Spatial Plc
Group's clients. 1Spatial's clients include blue chip customers
such as national mapping and cadastral agencies, utility and
telecommunications companies, and government departments including
emergency services, defence and census bureaus and the 1Spatial
Directors believe that such customers would provide a foundation
for introducing Enables IT's services and for attracting new
customers to the Enlarged Group.
Other reasons for the Offer are as follows:
(i) to provide cash and management expertise to Enables IT,
particularly in the areas of strategic planning;
(ii) to benefit from the merging of each business's
complementary competencies, geographic footprint and technological
capabilities;
(iii) to provide support and investment to enable Enables IT to
rebuild its sales and marketing divisions; and
(iv) to de-risk Enables IT by reducing its reliance on a small
number of large customers and being part of a larger group which
can better absorb operational costs.
7. Background to and reasons for recommending the Offer
Background on Enables IT's current outlook and prospects
In May 2014, Enables IT conducted a detailed review of the sales
pipeline in the UK and as a result decided to take a more prudent
view in relation to the conversion and deliverability of its
pipeline and order book. A reorganisation was then implemented
which included several staff changes and the recruitment of new
sales personnel including a new director of sales. These changes
had an adverse impact in sales and profits in the second half of
the financial year ended 30 September 2014 and as stated in the
recently published interim results for the six months ended 31
March 2015, revenue in the period was down compared to the same
period in the previous year. This was due to delays in existing
customers commencing projects and a general downturn in the amount
of project work Enables IT was able to secure. Further
reorganisation was required due to performance in some areas not
meeting targets.
In addition, due to growth being hindered by the necessary
reorganisation, operational benefits from the acquisition of Know
Technology, have taken longer than expected to deliver. This and
the other factors cited above have resulted in the Enables IT
Directors' growth expectations for the business being hindered.
Additionally, as announced in Enables IT's interim results for
the six months ended 31 March 2015, as a consequence of slower than
expected growth, Enables IT is likely to need to draw down on the
loan facility that it has in place (and potentially seek other
funding) in the coming months in order to meet its working capital
requirements, particularly in the event that the Scheme does not
become Effective as Enables IT will remain liable to pay costs and
expenses incurred in connection with the proposed transaction.
As a standalone group, Enables IT therefore faces a number of
challenges and risks as it seeks to provide Enables IT Shareholders
with acceptable returns.
Factors taken account of by the Enables IT Board in evaluating
the Offer
The Independent Enables IT Directors have evaluated the Offer in
relation to its value and the prospects provided by it for Enables
IT and Enables IT Shareholders as compared to the potential for
Enables IT as a standalone group.
The Independent Enables IT Directors concur with 1Spatial's
rationale for the Offer set out in paragraph 6 above and have taken
this into account in evaluating the Offer. In particular, the
Enables IT Directors have considered the following factors.
Commercial factors
- It is expected that the Enlarged Group would benefit from the
growth opportunities from the respective business' complementary
competencies, geographic footprint and technological capabilities,
and the acquisition would provide an opportunity for Enables IT to
rebuild its sales force and strengthen marketing efforts;
- The acquisition of Enables IT by 1Spatial would significantly
reduce the challenges and risks currently confronting Enables IT as
a standalone group, such as by reducing the reliance on a small
number of large customers by being part of a larger group which is
better equipped to absorb operational costs;
- 1Spatial has stated that it plans to accelerate the investment
programme undertaken by Enables IT over the past two years in the
technological development of Enables IT's cloud platform and its
data centres and services in both the UK and the US;
- The Offer will provide opportunities for a reduction in costs
for Enables IT, such as the cancellation of Enables IT's AIM
quotation and associated costs;
- 1Spatial has been successful in raising significant amounts of
capital through placings in the past (including GBP17m raised in
2013) which have provided working capital and funding for
acquisitions. It is expected that Enables IT would benefit from the
greater financial stability provided by 1Spatial's expected access
to capital.
Factors relating to the Offer
- the Offer provides Enables IT Shareholders with the
opportunity to own shares in 1Spatial, a significantly larger
company than Enables IT with a market capitalisation of GBP46.06
million as at 17 June 2015, being the last Business Day prior to
the publication of this announcement. 1Spatial has recently seen
strong growth in its revenue of 13 per cent. to GBP19.6m
(reflecting the inclusion of 12 months' revenue from the Star-Apic
acquisition) and increase in adjusted EBITDA in the year to 31
January 2015 of 182 per cent. to GBP3.1m. 1Spatial had a strong net
cash position of GBP7.8m as at its year ended 31 January 2015;
- based on the Closing Price of 6.75 pence per 1Spatial Share,
on 17 June 2015 (being the last Business Day before the release of
this announcement), the Offer Price represents a premium of
approximately 27.13 per cent. to the Closing Price of 6 pence per
Enables IT Share on 17 June 2015 (being the last Business Day prior
to the publication of this announcement).
Taking these factors into account, the Independent Enables IT
Directors believe that the acquisition by 1Spatial of Enables IT is
in the best interests of both the Company and Enables IT
Shareholders.
Accordingly, the Independent Enables IT Directors, who have been
so advised by Cairn, consider the terms of the Offer to be fair and
reasonable. In providing its advice to the Independent Enables IT
Directors, Cairn has taken into account the commercial assessments
of the Independent Enables IT Directors. The Independent Enables IT
Directors therefore intend unanimously to recommend that Enables IT
Shareholders vote in favour of the Scheme at the Court Meeting and
in favour of the Resolutions relating to the Offer to be proposed
at the Enables IT General Meeting (or, in the event that the Offer
is implemented by way of a Takeover Offer, to accept or procure
acceptance of that offer).
In considering their intended recommendation, the Independent
Enables IT Directors have given due consideration to 1Spatial Plc
Group's stated intentions for management, employees and locations
of Enables IT's business as set out in paragraphs 8 and 9 of this
announcement.
8. Intentions of 1Spatial and strategy of the Enlarged Group
The 1Spatial Directors intend to create shareholder value
through the combining of the businesses and achieving organic
growth, operational efficiencies and cost savings.
1Spatial's business is currently split into the following key
segments
- Geospatial - 1Spatial Group;
- Other - Storage Fusion and Avisen;
- Central costs.
Taking each of the above segments in turn:
Geospatial 1Spatial Group
A key accelerator for growth of the geospatial division is its
relationship with key vendors such as Esri and its ability to
provide higher volume, lower value transactional service to the GIS
market and other key markets, as noted in paragraph 4 above. A
vital part of the provision of this service is to ensure that
1Spatial has a robust and secure cloud service. The addition of
Enables IT's managed service and data centre business will mean
that 1Spatial is able to provide a secure 24/7 uptime service from
both its London and Maine Datacentres.
As 1Spatial follows its transactional growth strategy, the
current infrastructure for the 1Spatial Group and demonstration
environments, which is currently managed in Cambridge, will need to
be made more robust, secure and scalable. This is another area of
the business which will be supported and enhanced by the addition
of Enables IT to the Enlarged Group.
Other
The other businesses within the 1Spatial Plc Group, namely
Storage Fusion and Avisen, more closely align to the Enables IT
business and it is intended that these will be managed by Enables
IT's Chief Executive Officer, Michael Walliss going forward. The
Storage Fusion business, in particular, has a strong business fit
with Storage Fusion's software, which specialises in the delivery
of automated storage reporting and analytics. This will also allow
the management of 1Spatial to focus on the growth of the core
1Geospatial business.
Central costs
1Spatial Directors anticipate that the costs of Enables IT going
forward will be reduced, as a result of the reduction in the costs
associated with maintaining a public listing following Enables IT's
delisting from AIM following completion of the Scheme.
9. Management, employees and locations of business
1Spatial recognises the achievements of the management and
employees of Enables IT, and intends that Enables IT will continue
to develop and grow as part of the Enlarged Group. The 1Spatial
Directors intend to continue to develop the existing strategies of
Enables IT and 1Spatial, and does not currently intend to change
the location of Enables IT's places of business or to redeploy any
of its material fixed assets or to effect material changes to the
workforce or their general conditions of employment.
The 1Spatial Directors consider that there are likely to be some
limited areas of duplication of resource, especially in relation to
corporate and support functions. 1Spatial will carry out a review
of the Enlarged Group to identify any significant overlap of
resources. This could involve some limited headcount reduction
although, where possible, 1Spatial will seek to redeploy those
affected into suitable alternative roles. At this stage 1Spatial
has not yet fully developed proposals as to how any such headcount
reductions might be implemented if at all. A full review will take
place following completion of the Offer.
Save as referred to above, the 1Spatial Directors intend to
safeguard fully the existing contractual and statutory employment
rights of employees of both the Enables IT Group and the 1Spatial
Plc Group. It is currently intended that all of Enables IT's
existing operating facilities will be maintained. The 1Spatial
Directors confirm that no management incentivisation arrangements
are proposed to be put in place with members of Enables IT's
management team who are interested in Enables IT Shares.
The Enlarged Group will be led by the current 1Spatial Board.
All of the Enables IT Directors, save for Michael Walliss, will
resign from the Enables IT Board on completion of the Offer.
Biographies for the directors of the 1Spatial Board are set out
below:
David Richards - Interim Chairman
David is CEO, President and co-founder of WANdisco. Since
co-founding the company in Silicon Valley in 2005, David has led
WANdisco on a course for rapid international expansion, opening
offices in the UK, Japan and China. David spearheaded the
acquisition of AltoStor, which accelerated the development of
WANdisco's first products for the Big Data market. The majority of
WANdisco's core technology is now produced out of the company's
software development base in David's hometown of Sheffield, England
and in Belfast, Northern Ireland.
With over 15 years' executive experience in the software
industry, David sits on a number of advisory and executive boards
of Silicon Valley start-up ventures. A passionate advocate of
entrepreneurship, he has established many successful start-up
companies in Enterprise Software and is recognized as an industry
leader in Enterprise Application Integration and its standards.
David has become recognized as a champion of British technology and
entrepreneurship. In 2012, he led WANdisco to a successful listing
on London Stock Exchange (WAND:LSE), raising over GBP24m to drive
business growth. David holds a BSc degree in Computer Science from
the University of Huddersfield, England.
Marcus Hanke - Chief Executive Officer
Marcus is Chief Executive Officer (CEO) of 1Spatial, and is
responsible for the strategic direction and growth of the business
globally. He is a proven leader and has many years' experience
developing strong client relationships with both commercial and
government organisations globally; he is focused on delivering
value and results to clients. Marcus is passionate about technology
innovation, building great teams, valuable partnerships and
business growth.
He began his career at PricewaterhouseCoopers and qualified as a
chartered management account. He has worked with major
organisations such as Compass Plc, and consulting with KPMG and
Deloitte. In 2003, he formed an independent performance management
company which was subsequently acquired by Cognos Inc/IBM in
2004.
Claire Milverton - Chief Financial Officer
Claire joined the board in April 2010. Prior to this, Claire was
the Group Financial Controller at Xploite plc, a company acquired
by 1Spatial in 2010. Claire joined Xploite plc having previously
been a Senior Manager at PricewaterhouseCoopers LLP.
Claire has had a number of years of experience in the technology
industry and plays a key role in implementing the strategic
objectives of the group. Key areas of responsibility are Finance
and HR across the 1Spatial Plc Group globally. Claire has many
years of experience in dealing with key stakeholders, including
shareholders, analysts, bankers and employees. Claire is also
responsible for leading the 1Spatial Plc Group's corporate
transactions. Claire is a Chartered Accountant and a Fellow of the
Institute of Chartered Certified Accountants
Mike Sanderson - Director of Strategic Development
Mike Sanderson has responsibility for strategic development. He
led 1Spatial between 2001 and December 2009 with a vision to
realise the value locked in the core products. Mike has previous
experience in the location sector, running Genasys in the mid
1990's. With over 12 years business process experience in
scientific and engineering functions within the water industry he
has applied this to a variety of roles in IT. He is a visiting
lecturer at Warwick University's Management School and Leeds
University Business School.
Marcus Yeoman - Non Executive Director
Marcus Yeoman has 20 years' experience as a director of small
companies. He is currently non-executive chairman of both 1Spatial
and Enables IT, Guscio PLC, Storyboard PLC and Reach4Entertainment
Enterprises PLC, as well as holding directorships of a number of
private companies which have engaged him principally to assist them
with their growth strategies.
His early career started with the formation of three companies
in IT infrastructure and distribution, after which he moved into
small company broking and corporate work with Rathbone Stockbrokers
Limited and Cheviot Capital (Nominees) Limited. Since 2003, he has
been acting as a consultant or non-executive director to smaller
companies in the high growth sector. He has also assisted a number
of quoted companies with M&A work.
10. Enables IT Options
All outstanding Enables IT Options have exercise prices greater
than the Offer Price and consequently, 1Spatial does not intend to
make proposals to the Enables IT Optionholders in connection with
their Enables IT Options.
11. Irrevocable Undertakings
1Spatial has received irrevocable undertakings from each of the
Enables IT Directors to vote or procure the vote in favour of the
Resolutions in respect of their entire legal and/or beneficial
holdings of Enables IT Shares amounting, in aggregate, to 4,836,453
Enables IT Shares (representing approximately 17.73 per cent. of
the existing issued ordinary share capital of Enables IT).
1Spatial has also received an irrevocable undertaking from Erica
Walliss, wife of Michael Walliss, to vote or procure the vote in
favour of the Resolutions in respect of her entire beneficial
holding of Enables IT Shares amounting to 3,212,562 Enables IT
Shares (representing approximately 11.77 per cent. of the existing
issued ordinary share capital of Enables IT) (or, if the Offer is
to be implemented by way of a contractual takeover offer, to accept
or procure the acceptance of such offer).
The irrevocable undertakings given by the Enables IT Directors
and Erica Walliss remain binding in all circumstances, including if
a higher competing offer is announced, unless the Scheme lapses or
is withdrawn.
1Spatial has also received irrevocable undertakings from
Hargreave Hale Limited to vote or procure the vote in favour of the
Resolutions in respect of their entire legal and/or beneficial
holdings of Enables IT Shares amounting to, in aggregate, 3,620,370
Enables IT Shares (representing approximately 13.27 per cent. of
the existing issued ordinary share capital of Enables IT) (or, if
the Offer is to be implemented by way of a contractual takeover
offer to accept or procure acceptance of such offer).
Such irrevocable undertakings will cease to be binding in the
event that there is a competing offer which values the Enables IT
Shares at more than 10 per cent. higher than the value under the
Scheme and the offer is not matched by 1Spatial within the normal
time limits in the Code.
In aggregate, irrevocable undertakings have been received
amounting to approximately 42.77 per cent. of the existing issued
ordinary share capital of Enables IT. Further details of these
irrevocable undertakings are set out in Appendix 3 to this
announcement.
12. Scheme process
It is intended that the Offer will be effected by means of a
Court-approved scheme of arrangement between Enables IT and the
Scheme Shareholders under Part 26 of the Act (although 1Spatial
reserves, with the consent of the Takeover Panel, the right to
elect to effect the Offer by way of a contractual takeover
offer).
The purpose of the Scheme is to enable 1Spatial to become the
owner of the entire issued and to be issued share capital of
Enables IT. The procedure involves an application by Enables IT to
the Court to sanction the Scheme at the Scheme Court Hearing in
consideration for which the Scheme Shareholders will, under the
terms of the Scheme, receive the New 1Spatial Shares. The Scheme
provides that, if it becomes effective, all of the Scheme Shares
will be transferred to 1Spatial in consideration for the issue of
the New 1Spatial Shares to the Scheme Shareholders.
The Scheme requires the approval of a majority in number of the
Scheme Shareholders representing at least 75 per cent. in value of
the Scheme Shares held by the Scheme Shareholders present and
voting (either in person or by proxy) at the Court Meeting (voting
at which shall be conducted by way of a poll).
Enables IT is seeking approval for an amendment to the Articles
in connection with the Scheme at the General Meeting. The proposed
amendment to the Articles requires the approval by Enables IT
Shareholders at the General Meeting of the Special Resolution.
The Scheme also requires the sanction of the Court, as well as
satisfaction (or waiver, where applicable) of the other Conditions
set out in this announcement. The Scheme shall become fully
effective in accordance with its terms as soon as an office copy of
the Scheme Court Order has been delivered to the Registrar of
Companies of England and Wales.
If the Scheme becomes effective, it will be binding on all
Scheme Shareholders, irrespective of whether or not they attended
or voted at the Court Meeting or the General Meeting or whether
they voted against the Scheme.
The Meetings
Before the Court's approval can be sought to sanction the
Scheme, the Scheme will require approval by the Scheme Shareholders
at the Court Meeting and the passing of the Special Resolution by
Enables IT Shareholders at the General Meeting.
The relevant holders of Scheme Shares whose names appear on the
register of members of Enables IT on the Voting Record Time shall
be entitled to attend and vote at the Court Meeting and the General
Meeting or, if the Court Meeting or the General Meeting is
adjourned or postponed by more than 48 hours, then the relevant
holders of Scheme Shares whose names appear on the register of
members of Enables IT at 6.00 p.m. on the date two Business Days
prior to the adjourned or postponed meeting shall be so
entitled.
The Court Meeting
The Court Meeting will be held at the direction of the Court to
seek the approval of Scheme Shareholders for the Scheme. Voting at
the Court Meeting will be by way of a poll and each Relevant
Shareholder present in person or by proxy will be entitled to one
vote for each Scheme Share held.
In order to become effective the Scheme must be approved at the
Court Meeting (at which voting will be conducted by way of a poll)
by the passing of a resolution by a majority in number of the
Scheme Shareholders, present and voting, either in person or by
proxy, at such meeting, representing not less than 75 per cent. in
value of the Scheme Shares held by such Scheme Shareholders.
General Meeting
The General Meeting will be convened to consider and, if thought
fit, pass the Special Resolution (which requires votes in favour
representing not less than 75 per cent. of the votes attached to
Enables IT Shares voted at the General Meeting) to approve:
(i) the authorising of the Enables IT Directors to take all such
actions as are necessary for implementing the Scheme including the
giving of authority to the Enables IT Directors pursuant to section
551 of the Act; and
(ii) certain alterations to the Articles to ensure that any
Enables IT Shares issued on or prior to the Scheme Record Time to
holders of Options under the Enables IT Share Schemes will be
subject to the Scheme and to provide that any Enables IT Shares
issued to any person other than 1Spatial (and / or its nominees)
after the Scheme Record Time will be automatically transferred to
1Spatial in exchange for New 1Spatial Shares on the same terms as
the Scheme. These amendments will avoid any person other than
1Spatial holding Enables IT Shares immediately following the
Effective Date.
Sanction of the Scheme
The implementation of the Scheme can only take place if all the
Conditions have been satisfied (or, where applicable, waived).
Assuming the satisfaction (or, where applicable, waiver) of the
Conditions, the Scheme will become effective in accordance with its
terms on the delivery to the Registrar of Companies in England and
Wales by Enables IT of the Scheme Court Order. Once the Scheme
becomes effective, it will be binding on all Scheme Shareholders
irrespective of whether or not they attended or voted at the Court
Meeting or the General Meeting or whether they voted against the
Scheme.
Cancellation of admission to trading on AIM of Enables IT
Shares
Prior to the Scheme becoming effective, application will be made
to the London Stock Exchange for the admission to trading on AIM of
the Enables IT Shares to be cancelled. If the Scheme becomes
effective, the Scheme Shares will be transferred to 1Spatial fully
paid and free from all liens, equitable interests, charges,
encumbrances and other third party rights of any nature whatsoever
and together with all rights attaching to them, including the right
to receive and retain all dividends and distributions (if any)
declared, made or payable after the Effective Date. Enables IT will
not declare, make or pay any dividends or distributions from the
date of this announcement until the Effective Date.
If the Scheme becomes effective, Enables IT will become a wholly
owned subsidiary of 1Spatial. 1Spatial intends to re-register
Enables IT as a private company under the relevant provisions of
the Act as soon as practicable after cancellation of trading of the
Enables IT Shares on AIM.
1Spatial reserves the right to switch from implementing the
Offer by means of a scheme of arrangement under Part 26 of the Act
to a contractual takeover offer, in accordance with paragraph 8 of
Appendix 7 of the Code, with the consent of the Panel.
13. Conditions to the Offer and implementation of the Scheme
The Conditions to the Offer are set out in full in Appendix 1 of
this announcement. In summary, the implementation of the Scheme is
conditional, amongst other things, upon:
- the approvals of the Enables IT Shareholders to the
Resolutions at the General Meeting;
- the sanction of the Court;
- the Scheme becoming effective by no later than 31 December
2015 or such later date as Enables IT and 1Spatial may agree with
(where applicable) the consent of the Panel and the approval of the
Court (if required), failing which the Scheme will lapse; and
- acknowledgement by the London Stock Exchange that the New
1Spatial Shares will be admitted to trading on AIM.
14. Expected timetable
Further details of the Scheme will be contained in the Scheme
Document which will be sent to Enables IT Shareholders as soon as
practicable and in any event within 28 days of this announcement
unless otherwise agreed with the Panel.
Further details on the timetable for implementation of the
Scheme will be set out in the Scheme Document, which will also
include the notices of the Court Meeting and the General Meeting
and specify the necessary actions required to be taken by Enables
IT Shareholders.
15. Offer related arrangements
On 2 June 2015, Enables IT and 1Spatial entered into a
confidentiality agreement in a customary form in relation to the
Offer, pursuant to which they each undertook, subject to certain
exceptions, to keep information relating to Enables IT and 1Spatial
confidential and not to disclose it to third parties. Unless
terminated earlier, the confidentiality obligations remain in force
until the Scheme becomes effective or, failing that, 2 June
2018.
16. Interests in Enables IT Shares
Except as disclosed below, and save for the irrevocable
undertakings referred to in paragraph 11above, as at the Close of
Business on 17 June 2015, being the latest practicable date prior
to the date of this announcement, neither 1Spatial nor any of the
1Spatial Directors nor, so far as 1Spatial or the 1Spatial
Directors are aware, any person acting in concert with 1Spatial for
the purposes of the Scheme, has an interest in or right to
subscribe for, or has any arrangement in relation to, Enables IT
Shares or securities convertible or exchangeable into Enables IT
Shares, or has borrowed or lent or has any short position in
relation to relevant securities of Enables IT, whether such short
position is conditional or absolute and whether in the money or
otherwise, (including any short position under a derivative, any
agreement to sell or any delivery obligation or right to require
another person to purchase or take delivery of the relevant
securities). For these purposes, "arrangement" includes any
indemnity or option arrangement, any agreement or understanding,
formal or informal, of whatever nature, relating to Enables IT
Shares which may be an inducement to deal or refrain from dealing
in such shares:
Party Number of % of existing Nature of
Enables IT issued ordinary Interest
shares share capital
of Enables
IT
--------------- ------------ ----------------- --------------------
111,111 Enables
IT Shares
held directly
and 290,000
Enables IT
Shares held
via Investor
Marcus Hanke 401,111 1.47 Nominees Limited
--------------- ------------ ----------------- --------------------
Held via Dartington
Portfolio
Nominees Limited
(for Springtime
Consultants
Marcus Yeoman 246,978 0.91 Limited)
--------------- ------------ ----------------- --------------------
17. Documents
Copies of the following documents will be available on
1Spatial's and Enables IT's websites, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, at www.1spatial.com and www.enablesit.com,
respectively, by no later than noon on 18 June 2015:
(a) the irrevocable undertakings referred to in paragraph 11; and
(b) a copy of this announcement.
The content of the websites referred to in this announcement are
not incorporated into, and do not form part of, this
announcement.
18. General
1Spatial has also reserved the right to elect to implement the
Offer by way of a takeover offer. In such event, the Takeover Offer
will be implemented on substantially the same terms as those which
would apply to the Scheme (subject to appropriate amendments,
including (without limitation), and if agreed with the Panel, the
inclusion of an acceptance condition set at 90 per cent. of the
shares to which such offer relates or such lesser percentage, being
more than 50 per cent., as 1Spatial may decide).
If the Offer is effected by way of the Takeover Offer, it is
anticipated that the cancellation of trading in Enables IT's shares
on AIM will take effect no earlier than 20 Business Days following
the date on which such Takeover Offer becomes or is declared
unconditional in all respects, provided 1Spatial has obtained 75
per cent. or more of the voting rights of Enables IT. Delisting
would significantly reduce the liquidity and marketability of any
Enables IT Shares not assented to the Takeover Offer at that
time.
If the Offer is effected by way of the Takeover Offer and such
offer becomes or is declared unconditional in all respects, and
1Spatial receives acceptances under the offer in respect of, or
otherwise acquires, 90 per cent. or more of the shares to which the
offer relates, 1Spatial intends to exercise its rights pursuant to
sections 974 to 991 of the 2006 Act to acquire compulsorily the
remaining Scheme Shares in respect of which such Takeover Offer has
not been accepted.
The availability of any such Takeover Offer to persons not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions. Such persons should inform themselves
about, and observe any, applicable requirements.
Enquiries:
For further information contact:
1Spatial
Marcus Hanke / Claire Milverton 020 3427 5004
Enables IT
Michael Walliss 01372 541 984
N+1 Singer (Financial adviser to 1Spatial)
Shaun Dobson / Lauren Kettle 020 7496 3000
Cairn Financial Advisers (Rule 3 adviser to Enables IT)
Tony Rawlinson / Emma Earl / Carolyn Sansom 020 7148 7900
APPENDIX 1
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
1) The Offer is conditional upon the Scheme becoming
unconditional and becoming effective, subject to the Takeover Code,
by no later than 31 December 2015 (the "Long Stop Date") or such
later date (if any) as 1Spatial and Enables IT may, with the
consent of the Panel, agree and (if required) the Court may
approve.
2) The Scheme is conditional upon satisfaction of the following Conditions:
(a) approval of the Scheme by a majority in number of the Scheme
Shareholders entitled to vote and present and voting, either in
person or by proxy, at the Court Meeting or at any reconvened Court
Meeting following an adjournment, representing not less than 75 per
cent. in value of the Scheme Shares so voted;
(b) all resolutions in connection with or required to approve
and implement the Scheme as set out in the notice of the General
Meeting (including, without limitation, the Special Resolution)
being duly passed by the requisite majority at the General Meeting;
and
(c) the sanction of the Scheme by the Court (without
modification or with modification as agreed by 1Spatial and Enables
IT) and the delivery of the Scheme Court Order to the Registrar of
Companies in England and Wales.
3) In addition, the Offer is conditional on the following
Conditions and, accordingly, the necessary actions to make the
Scheme effective shall not be taken unless the following Conditions
have been satisfied or (where applicable) waived:
(a) the London Stock Exchange having acknowledged to 1Spatial or
its agent (and such confirmation not having been withdrawn) that
the New 1Spatial Shares will be admitted to trading on AIM;
(b) no government or governmental, quasi-governmental,
supranational, statutory, administrative or regulatory body,
authority, court, trade agency, professional body, association,
institution, environmental body or other body or person whatsoever
in any jurisdiction (each a "Relevant Authority") having decided to
take, institute, implement or threaten, and there not continuing to
be outstanding, any action, proceedings, suit, investigation,
enquiry or reference, or made, proposed or enacted any statute,
regulation, order or decision, or taken any other steps, that would
or might (in a manner or to an extent which is material in the
context of the 1Spatial Plc Group or the Enables IT Group as the
case may be):
(i) make the Scheme or the acquisition or the proposed
acquisition of any Enables IT Shares or other securities in, or
control or management of, Enables IT or any other member of the
Enables IT Group or the carrying on by any member of the Enables IT
Group of its business void, unenforceable or illegal or directly or
indirectly restrict, prohibit, delay or otherwise interfere with
the implementation of, or impose additional conditions or
obligations with respect to, or otherwise challenge, the Scheme or
the acquisition or the proposed acquisition of any Enables IT
Shares or other securities in, or control or management of, Enables
IT or any other member of the Enables IT Group or the carrying on
by any member of the Enables IT Group of its business;
(ii) require, prevent or delay a divestiture by any member of
the Wider 1Spatial Group of any Enables IT Shares;
(iii) require, prevent or delay the divestiture or alter the
terms of any proposed divestiture by any member of the Wider
1Spatial Group or by any member of the Wider Enables IT Group of
all or any part of their respective businesses, assets or property
or impose any limitation on the ability of any of them to conduct
all or any portion of their respective businesses or to own all or
any portion of their respective assets or property;
(iv) impose any limitation on or result in a delay in the
ability of any member of the Wider 1Spatial Group or of any member
of the Wider Enables IT Group to acquire or hold or to exercise
effectively, directly or indirectly, all or any rights of ownership
in respect of shares or loans or securities convertible into shares
or the equivalent in the Wider 1Spatial Group or of any member of
the Wider Enables IT Group respectively or to exercise management
control over any such member;
(v) require any member of the 1Spatial Plc Group or any member
of the Wider Enables IT Group to offer to acquire directly or
indirectly any shares or other securities in any member of the
Wider Enables IT Group owned by any third party;
(vi) affect adversely the assets, business, profits, financial
or trading position or prospects of any member of the Wider
1Spatial Group or any member of the Wider Enables IT Group to an
extent which is material in the context respectively of the Wider
Enables IT Group or the Wider 1Spatial Group;
(vii) result in any member of the Wider Enables IT Group or any
member of the Wider 1Spatial Group ceasing to be able to carry on
business under any name under which it presently carries on
business;
(viii) otherwise, directly or indirectly, materially prevent or
prohibit, restrict, restrain or delay or otherwise to a material
extent interfere with the implementation of, or impose material
additional conditions or obligations with respect to, or otherwise
materially challenge, impede, interfere or require material
amendment of, the Scheme or the acquisition or proposed acquisition
of any shares or other securities in, or control or management of,
Enables IT or any member of the Enables IT Group; or
(ix) impose any material limitation on the ability of any member
of the Wider 1Spatial Group or of any member of the Wider Enables
IT Group to conduct, integrate or co-ordinate all or any part of
its business with all or any part of the business of any other
member of the Wider 1Spatial Group and/or the Wider Enables IT
Group to an extent which is material in the context respectively of
the Wider Enables IT Group or the Wider 1Spatial Group,
and all applicable waiting and other time periods during which
any such Relevant Authority could decide to take, implement,
threaten or institute any such action, proceedings, suit,
investigation, enquiry or reference under the laws of any
jurisdiction having expired, lapsed or been terminated;
(c) all necessary filings, notifications or applications having
been made, all applicable waiting periods (including any extensions
thereof) under any applicable legislation or regulations of any
jurisdiction having expired, lapsed or been terminated and all
statutory or regulatory obligations in any relevant jurisdiction
having been complied with or obtained, in each case in respect of
the Scheme or the acquisition or the proposed acquisition of any
Enables IT Shares or other securities in, or control or management
of, Enables IT or any other member of the Enables IT Group or the
carrying on by any member of the Enables IT Group of its
business;
(d) all authorisations, orders, grants, recognitions,
confirmations, consents, clearances, licences, permissions,
exemptions and approvals ("Authorisations") necessary or
appropriate or required for or in respect of the Scheme or the
acquisition or the proposed acquisition of any Enables IT Shares or
other securities in, or control or management of, Enables IT or any
other member of the Enables IT Group or to carry on the business of
any member of the Enables IT Group or 1Spatial having been
obtained, in terms and in a form satisfactory to 1Spatial, from all
appropriate Relevant Authorities and from any persons or bodies
with whom any member of the Enables IT Group or 1Spatial has
entered into contractual arrangements and all such Authorisations
remaining in full force and effect and there being no notice or
intimation of any intention to revoke, suspend, restrict, modify or
not to renew any of the same and all necessary statutory or
regulatory obligations in any jurisdiction having been complied
with;
(e) save as Disclosed to 1Spatial, there being no provision of
any agreement, arrangement, licence, permit or other instrument to
which any member of the Enables IT Group is a party or by or to
which any such member or any of its assets is or are or may be
bound, entitled or subject and which, in consequence of the Scheme
or the Offer or the acquisition or proposed acquisition of any
Enables IT Shares or other securities in, or control or management
of, Enables IT or any other member of the Enables IT Group, or the
issuance or proposed issuance of New 1Spatial Shares to Scheme
Shareholders, or otherwise, could or might result in, or might
reasonably be expected to result in:
(i) any monies borrowed by, or any other indebtedness (actual or
contingent) of any such member of the Enables IT Group, which is
material in the context of the Enables IT Group, being or becoming
repayable or capable of being declared repayable immediately or
earlier than the repayment date stated in such agreement,
arrangement, licence, permit or other instrument, or the ability of
any such member to borrow monies or incur any indebtedness being
withdrawn or inhibited or becoming capable of being withdrawn or
inhibited;
(ii) the interests or business of any member of the Enables IT
Group in or with any other person, firm, company or body (or any
arrangements relating to such interests or business) being
terminated, modified or adversely affected, which is material in
the context of the Enables IT Group;
(iii) any material assets of any member of the Enables IT Group
being or falling to be disposed of or charged in any manner
howsoever or any right arising under which any such asset or
interest could be required to be disposed of or charged in any
manner howsoever;
(iv) the creation or enforcement of any mortgage, charge or
other security interest over the whole or any part of the business,
property, assets or interests of any member of the Wider Enables IT
Group or any such mortgage, charge or other security interest
(whenever created, arising or having arisen) becoming
enforceable;
(v) any such agreement, arrangement, licence, permit or other
instrument, or the rights, liabilities, obligations or interests of
any member of the Enables IT Group thereunder, being, or becoming
capable of being, terminated or adversely modified or adversely
affected or any obligation or liability arising or any adverse
action being taken or arising thereunder, which is material in the
context of the Enables IT Group;
(vi) any liability of any member of the Enables IT Group to make
any severance, termination, bonus or other payment to any of its
directors or other officers, which is material in the context of
the Enables IT Group;
(vii) the rights, liabilities, obligations, interests or
business of any member of the Enables IT Group under any such
arrangement, agreement, licence, permit, lease or instrument or the
interests or business of any member of the Enables IT Group in or
with any other person or body or firm or company (or any
arrangement or arrangement relating to any such interests or
business) being or becoming capable of being terminated, or
adversely modified or affected in a manner that is materially
adverse to the Enables IT Group as a whole;
(viii) any member of the Enables IT Group ceasing to be able to
carry on business under any name under which it presently carries
on business;
(ix) the value of, or the financial or trading position or
prospects of, any member of the Enables IT Group being prejudiced
or adversely affected, which is material in the context of the
Enables IT Group; or
(x) the creation or acceleration of any liability (actual or
contingent) by any member of the Enables IT Group other than trade
creditors or other liabilities incurred in the ordinary course of
business,
and no event having occurred which, under any provision of any
such agreement, arrangement, licence, permit or other instrument to
which any member of the Enables IT Group is a party or by or to
which any such member or any of its assets are bound, entitled or
subject, would or might reasonably be expected to result in any of
the events or circumstances as are referred to in Conditions
3(d)(i) to (x);
(f) no member of the Enables IT Group having since 30 September
2014, save as Disclosed to 1Spatial:
(i) issued or agreed to issue, or authorised or proposed or
announced its intention to authorise or propose the issue of,
additional shares of any class, or securities or securities
convertible into, or exchangeable for, or rights, warrants or
options to subscribe for or acquire, any such shares, securities or
convertible securities or transferred or sold, or agreed to
transfer or sell or authorised or proposed the transfer or sale of,
Enables IT Shares out of treasury;
(ii) recommended, declared, paid or made or proposed to declare,
pay or make any bonus issue, dividend or other distribution in
respect of the share capital of Enables IT;
(iii) merged with any body corporate or implemented, effected,
authorised, proposed or announced any intention to implement,
effect, authorise or propose any merger, demerger, reconstruction,
amalgamation, partnership, joint venture, scheme, commitment,
acquisition, disposal, transfer, mortgage or charge of or granting
of any security over assets or shares or loan capital (or the
equivalent thereof) in any undertaking or undertakings;
(iv) purchased or redeemed or repaid any of its own shares or
other securities or reduced or made any other change to any part of
its share capital;
(v) issued, authorised or proposed or announced an intention to
authorise or propose the issue of any debentures or made any change
in or to the terms of any debentures or incurred or increased any
indebtedness or become subject to any contingent liability which is
material in the context of the Enables IT Group taken as a
whole;
(vi) entered into, varied or authorised any contract,
arrangement, agreement, transaction or commitment (whether in
respect of capital expenditure or otherwise) which is of a long
term, unusual or onerous nature or magnitude or which is or could
reasonably be expected to be materially restrictive or onerous on
the business of any member of the Enables IT Group and which is
material in the context of the Enables IT Group taken as a
whole;
(vii) entered into or varied the terms of, or made any offer
(which remains open for acceptance) to enter into or vary the terms
of any contract, service agreement, commitment or arrangement with
any director or senior executive of any member of the Wider Enables
IT Group;
(viii) proposed, agreed to provide or modified the terms of any
share option scheme, incentive scheme or other benefit (including
in relation to any personal defined contribution or defined benefit
pension scheme) relating to the employment or termination of
employment of any employee of the Enables IT Group;
(ix) been unable, or admitted in writing that it is unable, to
pay its debts or commenced negotiations with one or more of its
creditors with a view to rescheduling or restructuring any of its
indebtedness, or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened
to cease carrying on all or a substantial part of its business;
(x) taken or proposed any steps, corporate action or had any
legal proceedings instituted or threatened against it in relation
to the suspension of payments, a moratorium of any indebtedness,
its winding-up (voluntary or otherwise), dissolution,
reorganisation or for the appointment of a receiver, administrator,
manager, administrative receiver, trustee or similar officer of all
or any material part of its assets or revenues or any analogous or
equivalent steps or proceedings in any jurisdiction or appointed
any analogous person in any jurisdiction or had any such person
appointed;
(xi) (other than in connection with the Scheme) made any
alteration to its memorandum or articles of association;
(xii) waived or compromised or settled any claim in respect of
the Enables IT Group which is material in the context of the
Enables IT Group taken as a whole; or
(xiii) entered into any contract, commitment or agreement to, or
passed any resolution with respect to, or announced any intention
to, or to propose to, effect any of the transactions or events
referred to in this paragraph;
(g) since 30 September 2014, and save as Disclosed to 1Spatial:
(i) no adverse change and no circumstance having arisen which
would or might reasonably be expected to result in any adverse
change in the business, assets, financial or trading position or
profits or prospects or operational performance of any member of
the Enables IT Group which in any such case is , or might
reasonably be expected to be, material in the context of the
Enables IT Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Enables IT Group
is or may become a party (whether as plaintiff, defendant or
otherwise) having been threatened, announced or instituted or
remaining outstanding in respect of any member of the Enables IT
Group and which in any such case is likely to adversely affect any
member of the Enables IT Group to an extent which is, or might
reasonably be expected to be, material in the context of the
Enables IT Group taken as a whole;
(iii) no enquiry or investigation by, or complaint or reference
to, any Relevant Authority having been threatened, announced,
implemented or instituted by or against or remaining outstanding
against or in respect of any member of the Enables IT Group which
is, or which might reasonably be expected to be, material in the
context of the Enables IT Group taken as a whole; or
(iv) no contingent or other liability having arisen or been
incurred or become apparent or increased which is, or might
reasonably be expected to be, material in the context of the
Enables IT Group taken as a whole;
(h) save as Disclosed to 1Spatial, 1Spatial not having discovered:
(i) that any financial or business or other information
concerning the Wider Enables IT Group disclosed at any time,
whether publicly or otherwise, by or on behalf of any member of the
Enables IT Group, to 1Spatial or its advisers is misleading or
contains a material misrepresentation of fact or omits to state a
fact necessary to make the information contained therein not
misleading which is, or might reasonably be expected to be,
material in the context of the Wider Enables IT Group taken as a
whole;
(ii) that any partnership, company or other entity in which any
member of the Enables IT Group has an interest and which is not a
subsidiary undertaking of Enables IT is subject to any liability,
contingent or otherwise, which is or might reasonably be expected
to be material in the context of the Enables IT Group taken as a
whole; or
(iii) any information which affects the import of any
information disclosed at any time by or on behalf of any member of
the Enables IT Group to an extent which is material in the context
of the Enables IT Group taken as a whole;
(iv) any past or present member of the Enables IT Group has not
complied with all applicable legislation or regulations of any
jurisdiction or any notice or requirement of any Relevant Authority
or all contractual provisions relating in each case to the
protection of the environment or planning or health and safety
including those relating to the storage, carriage, disposal,
discharge, spillage or leak of waste or disposal or emission of any
hazardous substance or any substance likely to impair the
environment or harm human health which non compliance would be
likely to give rise to any liability (whether actual or contingent)
on the part of any member of the Enables IT Group or 1Spatial which
is, or might reasonably be expected to be, material in the context
of the Enables IT Group taken as a whole or 1Spatial (as
appropriate);
(v) there has been a disposal, discharge, spillage or leak of
waste or disposal or emission of any hazardous substance or any
substance likely to impair the environment or harm human health on,
or from, any land, or other asset, owned, occupied, managed or made
use of at any time by any past or present member of the Enables IT
Group, or in which any such member may now or previously have had
an interest, which would be likely to give rise to any liability
(whether actual or contingent) on the part of any member of the
Enables IT Group or the Wider 1Spatial Group which in any such case
is, or might reasonably be expected to be, material in the context
of the Enables IT Group taken as a whole;
(vi) there is or is likely to be any obligation or liability
(whether actual or contingent) to make good, repair, re-instate or
clean up any property now or previously owned, occupied or made use
of by any past or present member of the Enables IT Group or in
which any such member may now or previously have had an interest
under any environmental legislation or regulation or notice,
circular or order of any Relevant Authority in any jurisdiction
which in any such case is, or might reasonably be expected to be,
material in the context of the Enables IT Group taken as a whole;
or
(vii) any member of the Enables IT Group or any person that
performs or has performed services for or on behalf of any such
member is or has engaged in any activity, practice or conduct which
would constitute an offence under the Bribery Act 2010 or any other
applicable anti-corruption legislation.
(i) since 31 January 2015, and save as Disclosed to Enables IT:
(i) no adverse change and no circumstance having arisen which
would or might reasonably be expected to result in any adverse
change in the business, assets, financial or trading position or
profits or prospects or operational performance of any member of
the 1Spatial Plc Group which in any such case is, or might
reasonably be expected to be, material in the context of the
1Spatial Plc Group taken as a whole;
(ii) Enables IT not having discovered that any financial or
business or other information concerning the 1Spatial Plc Group
disclosed at any time, whether publicly or otherwise, by or on
behalf of any member of the 1Spatial Plc Group, to Enables IT or
its advisers is misleading or contains a material misrepresentation
of fact or omits to state a fact necessary to make the information
contained therein not misleading which is, or might reasonably be
expected to be, material in the context of the Wider 1Spatial Group
taken as a whole;
(iii) Enables IT not having discovered any information which
affects the import of any information disclosed at any time by or
on behalf of any member of the 1Spatial Plc Group to an extent
which is material in the context of the 1Spatial Plc Group taken as
a whole.
(iv) no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the 1Spatial Plc
Group is or may become a party (whether as plaintiff, defendant or
otherwise) having been threatened, announced or instituted or
remaining outstanding in respect of any member of the 1Spatial Plc
Group and which in any such case is likely to adversely affect any
member of the 1Spatial Plc Group to an extent which is, or might
reasonably be expected to be, material in the context of the
1Spatial Plc Group taken as a whole
(v) Enables IT not having discovered that any partnership,
company or other entity in which any member of the 1Spatial Plc
Group has an interest and which is not a subsidiary undertaking of
1Spatial is subject to any liability, contingent or otherwise,
which is or might reasonably be expected to be material in the
context of the 1Spatial Plc Group taken as a whole.
Certain Further Terms of the Offer
1. If 1Spatial is required by the Panel to make an offer for
Scheme Shares under the provisions of Rule 9 of the Takeover Code,
1Spatial may make such alterations to any of the above Conditions
and terms of the Offer as are necessary to comply with the
provisions of that Rule.
2. Except with the consent of the Panel, the Offer will not proceed if:
(i) the European Commission initiates proceedings in respect of
the proposed acquisition of Enables IT by 1Spatial under Article
6(1)(c) of Council Regulation (EEC) 4064/89 or makes a referral to
a competent authority of the United Kingdom under Article 9(1) of
that regulation; or
(ii) there is a referral to the UK Competition and Markets
Authority in respect of the proposed acquisition of Enables IT by
1Spatial.
3. 1Spatial reserves the right to elect (subject to the consent
of the Panel) to implement the acquisition of the Scheme Shares by
way of a contractual offer as an alternative to the Scheme in
accordance with paragraph 8 of Appendix 7 of the Takeover Code. In
such event, the acquisition will be implemented by 1Spatial and/or
a wholly-owned subsidiary of 1Spatial on substantially the same
terms as those which would apply to the Scheme subject to
appropriate amendments, including (without limitation) an
acceptance condition set at such percentage of the shares to which
such offer relates, being more than 50 per cent., as 1Spatial may
decide.
4. Conditions 3 (b) to (i) (inclusive) must be fulfilled or
waived by no later than 11.59 p.m. on the date immediately
preceding the Scheme Court Hearing, failing which the Scheme will
lapse. To the extent permitted by law and subject to the
requirements of the Takeover Panel, 1Spatial reserves the right to
waive all or any of Conditions 3 (b) to (h) in whole or in part and
Enables IT reserves the right to waive all or any of Condition 3
(i) in whole or in part. Neither 1Spatial nor Enables IT (as the
case may be) shall be under any obligation to waive or to treat as
fulfilled any of Conditions 3 (b) to (h) (inclusive) (in the case
of 1Spatial) or 3(i) (in the case of Enables IT) before 11.59 p.m.
on the date immediately preceding the Scheme Court Hearing,
notwithstanding that the other Conditions of the Offer may at such
earlier date have been waived or fulfilled and that there are at
such earlier date no circumstances indicating that any of such
Conditions may not be capable of fulfilment.
5. In the event that the Offer is implemented by way of a
contractual offer, the Scheme Shares acquired under the offer shall
be acquired fully paid and free from all liens, equities, charges,
encumbrances, options, rights of pre-emption and any other third
party rights and interests of any nature and together with all
rights attaching or accruing to them, including voting rights and
the right to receive and retain in full all dividends and other
distributions (if any) declared, made or paid on or after the date
of this announcement.
6. The availability of the Offer to persons not resident in the
United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements.
7. The availability of the New 1Spatial Shares to persons not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions. Persons who are not resident in the United
Kingdom should inform themselves about and observe any applicable
requirements.
8. The New 1Spatial Shares to be issued under the Scheme will be
issued credited as fully paid and will rank in full for all
dividends and other distributions, if any, declared, made or paid
after the date of this announcement and otherwise shall rank parri
passu with the issued ordinary shares in 1Spatial.
9. Fractions of New 1Spatial Shares will not be allotted or
issued to Scheme Shareholders but the entitlements of Scheme
Shareholders will be rounded down to the nearest whole number of
New 1Spatial Shares.
10. The Offer Price is offered on the basis that Enables IT
Shareholders will not receive any further dividends beyond 18 June
2015. If any additional dividend were to be declared, the Offer
price would be adjusted downwards on an equivalent basis.
11. The Offer is not being made, directly or indirectly, in,
into or from, or by use of the mails of, or by any means of
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or
other securities exchange of, any jurisdiction where to do so would
violate the laws of that jurisdiction.
12. Under Rule 13.5 of the Takeover Code, 1Spatial may not
invoke a condition to the Offer so as to cause the Offer not to
proceed, to lapse or to be withdrawn unless the circumstances which
give rise to the right to invoke the condition are of material
significance to 1Spatial in the context of the Offer. The
determination of whether or not such a condition can be invoked
would be determined by the Panel. The conditions contained in
Conditions 1, 2 and 3(a) are not subject to this provision of the
Takeover Code.
13. Under Rule 13.6 of the Takeover Code, Enables IT may not
invoke or cause or permit 1Spatial to invoke any condition to the
Offer unless the circumstances which give rise to the right to
invoke the condition are of material significance to the Enables IT
Shareholders in the context of the Offer. The determination of
whether or not such a condition can be invoked would be determined
by the Panel. The conditions contained in Conditions 1, 2 and 3(a)
are not subject to this provision of the Takeover Code.
14. The Offer is governed by the law of England and Wales and is
subject to the jurisdiction of the English courts and to the
Conditions and further terms set out in this announcement. The
Scheme will be subject to the applicable requirements of the
Takeover Code, the Panel and the London Stock Exchange (including
the AIM Rules).
Definitions
"Disclosed to 1Spatial": (i) disclosed via a Regulatory
Information Service at or before 5.30 p.m. on 17 June 2015 by or on
behalf of Enables IT; (ii) fairly disclosed by or on behalf of
Enables IT in documents made available to 1Spatial or its advisers
at or before 5.30 p.m. on 17 June 2015; or (iii) fairly disclosed
in the annual report and accounts of Enables IT for the financial
year ended 30 September 2014;
"Disclosed to Enables IT" (i) disclosed via a Regulatory
Information Service at or before 5.30 p.m. on 17 June 2015 by or on
behalf of 1Spatial; (ii) fairly disclosed by or on behalf of
1Spatial in documents made available to Enables IT or its advisers
at or before 5.30 p.m. on 17 June 2015; or (iii) fairly disclosed
in the annual report and accounts of 1Spatial for the financial
year ended 31 January 2015;
"Wider Enables IT Group": Enables IT, its subsidiaries,
subsidiary undertakings and associated undertakings and any other
body corporate, partnership, joint venture or person in which
Enables IT and such undertakings (aggregating their interests) have
a direct or indirect interest of 20 per cent. or more of the voting
or equity capital or equivalent;
"Wider 1Spatial Group": 1Spatial, its subsidiaries, subsidiary
undertakings and associated undertakings and any other body
corporate, partnership, joint venture or person in which 1Spatial
and such undertakings (aggregating their interests) have a direct
or indirect interest of 20 per cent. or more of the voting or
equity capital or equivalent;
"subsidiary", "subsidiary undertaking", "associated undertaking"
and "undertaking" have the meanings given by the Act.
APPENDIX 2
SOURCES AND BASES OF INFORMATION
Unless otherwise stated in this announcement:
1. the value attributed to the fully diluted share capital of
Enables IT is based on 27,284,303 Enables IT Shares in issue as at
17 June 2015, being the last practicable date prior to the
publication of this announcement;
2. all prices for Enables IT Shares have been derived from and,
unless otherwise stated, represent Closing Prices on the relevant
date(s);
3. all prices for 1Spatial Shares have been derived from and,
unless otherwise stated, represent Closing Prices on the relevant
date(s);
4. all share prices expressed in pence or pounds Sterling have
been rounded to the nearest penny and all percentages have been
rounded to one decimal place;
5. unless otherwise stated, the financial information relating
to 1Spatial is extracted from the audited consolidated financial
statements of 1Spatial for the relevant years, prepared in
accordance with IFRS; and
6. unless otherwise stated, the financial information relating
to Enables IT is extracted from the unaudited interim results for
the six months ended 31 March 2015 or the audited consolidated
financial statements of Enables IT for the relevant years, prepared
in accordance with IFRS.
APPENDIX 3
DETAILS OF IRREVOCABLE UNDERTAKINGS
1. Enables IT Directors
Name of Enables Number of Enables Percentage of
IT Director IT Shares Enables IT issued
share capital
--------------------- ------------------ -------------------
Michael Walliss 4,418,816 16.20%
--------------------- ------------------ -------------------
Erica Walliss
(spouse of Michael
Walliss) 3,212,562 11.77%
--------------------- ------------------ -------------------
Mark Elliott 31,770 0.12%
--------------------- ------------------ -------------------
Miles Johnson 138,889 0.51%
--------------------- ------------------ -------------------
Marcus Yeoman 246,978 0.91%
--------------------- ------------------ -------------------
Total 8,049,015 29.50%
--------------------- ------------------ -------------------
The irrevocable undertakings given by the Enables IT Directors
and Erica Walliss remain binding in all circumstances, including if
a higher competing offer is announced, unless the Scheme lapses or
is withdrawn.
2. Other Enables IT Shareholders
Name of Enables Number of Enables Percentage of
IT Shareholder IT Shares Enables IT issued
share capital
----------------- ------------------ -------------------
Hargreave Hale
Limited 3,620,370 13.27%
----------------- ------------------ -------------------
Total 3,620,370 13.27%
----------------- ------------------ -------------------
Irrevocable undertakings given by Enables IT Shareholders will
cease to be binding in the event that there is a competing offer
which values the Enables IT Shares at more than 10 per cent. higher
than the value under the Scheme and the offer is not matched by
1Spatial within the normal time limits in the Code.
APPENDIX 4
DEFINITIONS
The following definitions apply throughout this announcement
unless the context otherwise requires:
"Act" the Companies Act 2006;
"Admission" the admission to trading on AIM
of the New 1Spatial Shares;
"AIM" the AIM market operated by the London
Stock Exchange;
"AIM Rules" the Rules and Guidance notes for
AIM Companies and their nominated
advisers issued by the London Stock
Exchange from time to time;
"Articles" the articles of association of Enables
IT from time to time;
"Business Day" a day, not being a Saturday, Sunday
or public holiday, on which the
clearing banks in London are open
for business;
"Cairn" Cairn Financial Advisers LLP, independent
financial adviser for the purposes
of Rule 3 of the Code;
"Close of Business" in respect of a Business Day, 6.00p.m.
on that Business Day;
"Closing Price" as regards securities quoted on
AIM, the closing middle market quotation
of a share derived from AIM;
"Code", "Takeover the City Code on Takeovers and Mergers
Code" or "City issued by the Panel;
Code"
"Conditions" the "Conditions to the Implementation
of the Scheme and Further Terms
of the Offer" set out in this announcement
and "Condition" means any one of
them;
"Court" the High Court of Justice in England
and Wales;
"Court Meeting" the meeting (and any adjournment
thereof) convened with the permission
of the Court pursuant to Part 26
of the Act to consider, and, if
thought fit, approve the Scheme
(with or without modification) and
any adjournment thereof;
"Deferred Shares" the 3,932,839 deferred shares of
GBP0.74 each in the capital of Enables
IT;
"Effective the date on which the Scheme Court
Date" Order is delivered to the Registrar
of Companies in England and Wales;
"Enables IT" Enables IT Group plc, a company
or the "Company" incorporated in England and Wales
with company number 03895363;
"Enables IT the board of directors of Enables
Board" or "Enables IT as at the date of this announcement;
IT Directors"
"Enables IT Enables IT, its subsidiaries and
Group" subsidiary undertakings;
"Enables IT the 33,325 options over Enables
Options" IT Shares issued under the Enables
IT Share Schemes;
"Enables IT holders of Enables IT Shares from
Shareholders" time to time;
"Enables IT the existing 27,284,303 unconditionally
Shares" allotted or issued and fully paid
ordinary shares of GBP0.01 each
in the capital of Enables IT and
any further such shares of GBP0.01
each in the capital of Enables IT
which are unconditionally allotted
or issued before the Scheme becomes
effective;
"Enables IT the Enables IT Enterprise Management
Shares Schemes" Incentive (EMI) Share Option Plan
2001 and the Enables IT Enterprise
Management Incentive (EMI) Share
Option Plan 2014;
"Enlarged Group" the 1Spatial Plc Group as enlarged
by the recommended acquisition by
1Spatial of the Enables IT Group
pursuant to the Scheme;
"Forms of Proxy" as the context may require, either
or both of (i) the BLUE form of
proxy for use at the Court Meeting,
and (ii) the WHITE form of proxy
for use at the General Meeting,
each of which accompanies this announcement;
"General Meeting" the general meeting (and any adjournment
thereof) of Enables IT Shareholders
convened in connection with the
Scheme to consider and, if thought
fit, to approve the Special Resolution
in relation to the Scheme, notice
of which will accompany the Scheme
Document;
"Independent the Enables IT Directors other than
Enables IT Marcus Yeoman;
Board" or "Independent
Enables IT
Directors"
"London Stock London Stock Exchange plc;
Exchange" or
"LSE"
"Meetings" the Court Meeting and the General
Meeting;
"N+1 Singer" together Nplus1 Singer Advisory
LLP and Nplus1 Singer Capital Markets
Limited;
"New 1Spatial the new 1Spatial Shares to be allotted
Shares" and issued, credited as fully paid,
to Scheme Shareholders as consideration
for the Enables IT Shares pursuant
to the terms of the Scheme and otherwise
pursuant to the Offer;
"Offer" the recommended offer made by 1Spatial
to acquire the entire issued and
to be issued share capital of Enables
IT to be implemented by way of the
Scheme including, where the context
so requires, any subsequent revision,
variation, extension or renewal
of such proposal, including by way
of a contractual takeover offer;
"Offer Period" the period commencing on 17 June
2015 (being the date of this announcement)
until announcement via a Regulatory
Information Service by Enables IT
and/or 1Spatial that the Scheme
has become effective or that the
Scheme has lapsed or been withdrawn;
"Offer Price" 7.628 pence, being the value of
the Offer per Scheme Share based
on the Closing Price of 6.75 pence
per 1Spatial Share on 17 June 2015;
"Opening Position an announcement pursuant to Rule
Disclosure" 8 of the Code containing details
of interests or short positions
in, or rights to subscribe for,
any relevant securities of a party
to an offer;
"Overseas Shareholders" Enables IT Shareholders who are
residents in, or nationals or citizens
of, jurisdictions outside the United
Kingdom or who are nominees of,
or custodians or trustees for, citizens
or nationals of countries other
than the United Kingdom;
"Panel" or the Panel on Takeovers and Mergers;
"Takeover Panel"
"Regulatory has the same meaning as defined
Information in the AIM Rules;
Service"
"Resolutions" the resolutions to be proposed at
the Court Meeting (or any adjournment
thereof) and the General Meeting
(or any adjournment thereof), as
appropriate;
"Restricted any jurisdiction where local laws
Jurisdiction" or regulations may result in a significant
risk of civil, regulatory or criminal
exposure for 1Spatial or Enables
IT were information or documentation
concerning the Offer to be sent
or made available to Enables IT
Shareholders in that jurisdiction;
"Scheme" or the proposed scheme of arrangement
"Scheme of under Part 26 of the Act between
Arrangement" Enables IT and the Scheme Shareholders,
with or subject to any modification,
addition or condition approved or
imposed by the Court and agreed
to by Enables IT and 1Spatial, the
full terms of which will be set
out in the Scheme Document and (as
the case may be) any supplemental
circular(s);
"Scheme Court the hearing at which the Scheme
Hearing" Court Order is made;
"Scheme Court the order of the Court sanctioning
Order" the Scheme under Part 26 of the
Act;
"Scheme Document" the document to be sent to Enables
IT Shareholders and persons with
information rights including the
particulars required by section
897 of the 2006 Act and containing,
amongst other things, the Scheme
and notices of the Meetings and
proxy forms in respect of the Meetings;
"Scheme Record 6.00 p.m. on the Business Day immediately
Time" preceding the Scheme Court Hearing;
"Scheme Shareholders" the holders of the Scheme Shares;
"Scheme Shares" Enables IT Shares (excluding any
held by 1Spatial or registered in
the name of any member of the 1Spatial
Plc Group or any person known to
the Company to be a nominee for
1Spatial):
(i) in issue at 6.00 p.m. on the
date of the Scheme Document;
(ii) (if any) issued after 6.00
p.m. on the date of the Scheme Document
and before the Voting Record Time;
and
(iii) (if any) issued on or after
the Voting Record Time and on or
before the Scheme Record Time, either
on terms that the original or any
subsequent holders of such shares
shall be bound by the Scheme, or
in respect of which the original
or any subsequent holders of such
shares are, or shall have agreed
in writing to be, bound by the Scheme;
"Securities the United States Securities Act
Act" of 1933 (as amended);
"1Spatial" 1Spatial plc;
or "Offeror"
"1Spatial Board" the board of directors of 1Spatial
or "1Spatial as at the date of this announcement;
Directors"
"1Spatial Plc 1Spatial, a company incorporated
Group" in England and Wales with company
number 05429800, its subsidiaries
and subsidiary undertakings;
"1Spatial Shareholders" holders of 1Spatial Shares from
time to time;
"1Spatial Shares" ordinary shares of GBP0.01 each
in the capital of 1Spatial;
"Special Resolution" the special resolution to be proposed
at the General Meeting to approve
the implementation of the Scheme;
"subsidiary" has the meaning given by section
1159 of the Act;
"subsidiary has the meaning given by section
undertaking" 1162 of the Act;
"UK" or "United the United Kingdom of Great Britain
Kingdom" and Northern Ireland;
"UK Listing the FCA in its capacity as a competent
Authority" authority under the Financial Services
or "UKLA" and Markets Act 2000;
"United States" the United States of America, its
or "US" territories and possessions, the
District of Columbia, and all other
areas subject to its jurisdiction;
and
"Voting Record 6.00 p.m. on the day which is two
Time" Business Days before the Court Meeting,
or 6.00 p.m. on the day which is
two Business Days before any adjournment
thereof.
All times referred to are London time unless otherwise
stated.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFLFFLLRAIDLIE
Enables IT (LSE:EIT)
過去 株価チャート
から 12 2024 まで 1 2025
Enables IT (LSE:EIT)
過去 株価チャート
から 1 2024 まで 1 2025
