Enables IT Group plc Notice of possible cancellation of Admission on AIM


 
TIDMEIT 
 
25 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 
 
                             Enables IT Group plc 
 
                        ("Enables IT" or the "Company") 
 
        Notice of possible cancellation of Admission to Trading on AIM 
 
On 18 June 2015 the boards of Enables IT and 1Spatial plc ("1Spatial") 
announced the terms of a recommended offer by 1Spatial for the entire issued 
and to be issued ordinary share capital of Enables IT ("Enables IT Shares"), to 
be implemented by means of a Court-sanctioned scheme of arrangement of Enables 
IT under Part 26 of the Companies Act 2006 (the "Scheme").  In this 
announcement, 1Spatial stated that prior to the Scheme becoming effective, 
1Spatial will seek for application to be made to the London Stock Exchange for 
admission to trading on AIM of Enables IT Shares to be cancelled. 
 
The expected timetable for the Scheme ("Scheme Timetable") will be set out in 
the Scheme Document expected to be published and posted to Enables IT 
shareholders shortly. Assuming that Enables IT Shareholders and the Court 
approve the Scheme, the Scheme Timetable anticipates that the last date of 
dealing in Enables IT Shares would be 22 July 2015, the shares will be 
suspended from trading on AIM at 7.30am on 23 July 2015 and that trading in the 
Enables IT Shares on AIM would be cancelled at 7am on 24 July 2015. It should 
be noted that if either Enables IT shareholders or the Court do not approve the 
Scheme, dealings in Enable IT Shares on AIM will not cease and admission of 
Enables IT Shares to trading on AIM will not be cancelled. 
 
In order to enable the Scheme Timetable to be met assuming the Scheme is 
approved, in accordance with Rule 41 of the AIM Rules for Companies, 
application has been made to the London Stock Exchange for cancellation of the 
Company's shares to trading on AIM to become effective at 7am on 24 July 2015. 
The last day of dealing in Enables IT Shares is expected to be 22 July 2015. 
 
In the event that there is any change in the expected Scheme Timetable or the 
Scheme is not approved, a further announcement will be made. 
 
Enquiries: 
 
Enables IT Group plc 
Michael Walliss, CEO                       Via Redleaf Polhill 
                                           enablesit@redleafpr.com 
 
Cairn Financial Advisers LLP 
Nominated Adviser and Broker               +44 20 7148 7900 
Tony Rawlinson/ Rebecca Andersen 
 
 
 
 
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. 
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 Offer and 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, 
AIM rules and the Code and the information disclosed may not be the same as 
that which would have been disclosed if this announcement had been prepared in 
accordance with the laws of 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. 
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. 
 
 
 
 
END
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