TIDMSPA
RNS Number : 9349V
1Spatial Plc
26 July 2018
THIS ANNOUNCEMENT IS NOT FOR RELEASE, DISTRIBUTION OR
PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO,
OR WITHIN AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA,
NEW ZEALAND OR THE UNITED STATES OR IN TO ANY OTHER JURISDICTION
WHERE SUCH AN ANNOUNCEMENT WOULD BE UNLAWFUL. FURTHER, THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SHARES OR OTHER SECURITIES
OF 1SPATIAL PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL.
CAPITALISED TERMS USED IN THIS ANNOUNCEMENT SHALL HAVE THE SAME
MEANING AS IN THE ANNOUNCEMENT HEADED 'LAUNCH OF PLACING VIA
ACCELERATED BOOKBUILD' RELEASED EARLIER TODAY.
26 July 2018
1SPATIAL PLC
("1Spatial", the "Company" or the "Group")
Result of Placing
Further to the announcements earlier today of the proposed
fundraising of up to GBP8 million (net of expenses) and subsequent
close of the accelerated bookbuild, 1Spatial plc, the global
geospatial software and solutions company, is pleased to confirm
the result of the Placing.
HIGHLIGHTS
- Placing has raised GBP8 million (net of expenses) for 1Spatial
and was significantly oversubscribed, with strong support from
existing shareholders and new institutional investors
- Conducted at a Placing Price equivalent to 3.75 pence (37.5
pence as adjusted following completion of the Share Consolidation);
an effective discount of 6.25 per cent. to 1Spatial's closing
mid-market price of 4 pence on 25 July 2018, prior to the
announcement of the Placing
- Contract win, announced earlier today, for the Company to
provide data management solutions to a UK infrastructure provider
represents an encouraging step forward for 1Spatial in a key
sector
- Placing underpins 1Spatial's recent important progress, with
the first phase of the Company's turnaround now complete and with
an established strong financial and operation platform from which
to capitalise on a robust pipeline of opportunities for growth
- Proceeds of the Placing will be invested in customer
acquisition, including repayment of the Company's overdraft
facility, further development of the Company's technology and for
working capital purposes generally
Nplus1 Singer Advisory LLP ("N+1 Singer") acted as sole book
runner in respect of the Placing and is nominated adviser and
broker to the Company.
Andy Roberts, Non-Executive Chairman of 1Spatial, commented:
"The Board are delighted with the ongoing support shown by
existing investors and to welcome new high quality institutional
shareholders at this exciting time in the Company's development.
With a strengthened balance sheet, 1Spatial can now focus on
further development of its software development and capitalising on
our robust pipeline of opportunities for growth."
22,666,675 Placing Shares have been placed with investors at a
price of 37.5 pence per Placing Share. The Placing is conditional
on, inter alia, the passing of the Resolution to be proposed at a
General Meeting expected to be held at the offices of N+1 Singer, 1
Bartholomew Lane, London EC2N 2AX at 10 a.m. on 20 August 2018.
Following completion of the Share Consolidation, the Ordinary
Shares will trade under the new ISIN GB00BFZ45C84.
A circular, setting out further details of the Placing and the
Share Consolidation and including a notice convening the General
Meeting (the "Circular"), is expected to be sent to Shareholders
and be available on the Company's website in the coming few days.
An announcement confirming publication of the Circular will be
released in due course.
Application will be made for the New Ordinary Shares to be
admitted to trading on AIM, with dealings expected to commence at 8
a.m. on on 21 August 2018. Following completion of the Share
Consolidation and issue of the Placing Shares, the Company will
have a total of 99,031,889 Ordinary Shares in issue, including
319,635 Ordinary Shares held in treasury. Accordingly, the total
issued share capital with voting rights following Admission will be
98,712,254.
TRANSACTION STATISTICS
Placing Price 37.5p
Number of Existing Ordinary Shares 763,652,144
Number of Existing Ordinary Shares held in
treasury 3,196,356
Conversion ratio of Existing Ordinary Shares 10 Existing Ordinary
to Consolidated Ordinary Shares Shares to one Consolidated
Ordinary Share
Nominal value of an Ordinary Share following 10 pence
the Share Consolidation
Number of Ordinary Shares in issue immediately
following the Share Consolidation and prior
to the issue of the Placing Shares 76,365,214
Number of Ordinary Shares held in treasury
immediately following the Share Consolidation
and prior to the issue of the Placing Shares 319,635
Number of Placing Shares being issued by the
Company pursuant to the Placing 22,666,675
Number of Ordinary Shares in issue following
Admission 99,031,889
Number of Ordinary Shares carrying voting rights
in issue following Admission 98,712,254
Percentage of the existing issued ordinary
share capital (as adjusted, following the Share
Consolidation) of the Company being placed
pursuant to the Placing 29.68%
New ISIN of the Ordinary Shares following the GB00BFZ45C84
Share Consolidation
Total proceeds of the Placing GBP8.5 million
Estimated expenses of the Placing GBP0.5 million
Estimated net proceeds of the Placing receivable GBP8.0 million
by the Company
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2018(1)
Publication of the Circular and Forms of Proxy by no later than
3 August
Latest time and date for receipt of Forms
of Proxy 10 a.m. on 16 August
General Meeting 10 a.m. on 20 August
Record Date in respect of the Share Consolidation 6 p.m. on 20 August
Admission and dealings in the New Ordinary
Shares expected to commence on AIM 8 a.m. on 21 August
Where applicable, expected date for CREST
accounts to be credited in respect of New
Ordinary Shares in uncertificated form 21 August
Where applicable, expected date for despatch
of definitive share certificates for New Ordinary by no later than
Shares in certificated form 4 September
Notes:
1. Each of the above dates and times are subject to change at
the absolute discretion of the Company. In the event of the
adjustment of any of the above dates or times, details of the new
dates and times will be notified via an RNS and, where appropriate,
to Shareholders.
ENQUIRIES:
1Spatial plc
Claire Milverton / Andy Roberts 01223 420 414
N+1 Singer
Shaun Dobson / Lauren Kettle 020 7496 3060
FTI Consulting
Dwight Burden / Alex Le May 020 3727 1000
LEI Code: 213800VG7OZYQES6PN67
About 1Spatial
1Spatial is a software solutions provider and global leader in
managing geospatial data. We work with our clients to deliver real
value by making data current, complete and consistent through the
use of automated processes - ensuring that decisions are always
based on the highest quality information available.
Our unique, rules-based approach delivers enterprise-scale,
cross-platform, automation to all stages of the data lifecycle. It
builds confidence in the data while reducing the time and cost of
stewardship. Our global clients include national mapping and land
management agencies, utilities, transportation organisations,
government departments, emergency services, defence and census
bureaus.
A leader in our field, we have a wealth of experience and a
record of continual innovation and development. We partner with
some of the leading technology vendors including, Esri and
Oracle.
For more information visit www.1spatial.com
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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