TIDMSPA
RNS Number : 6321S
1Spatial Plc
18 March 2021
18 March 2021
1Spatial plc
("1Spatial", the "Group" or the "Company")
Completion of Integration of Geomap-Imagis acquisition
1Spatial, a global leader in Location Master Data Management
(LMDM) software and solutions, is pleased to announce the
completion of the final step in the integration of Geomap-Imagis
("G-I"), which was acquired in May 2019.
Following this final step, our European operations now operate
under one regional management structure. As part of the
restructuring, two of the G-I founders and former directors will be
leaving the business and the parties have agreed to amend the
original SPA as explained below. The restructuring will lead to
some cost savings, which will allow the business to invest in
further expansion.
Commenting on the update, 1Spatial CEO, Claire Milverton, said:
"This final step in the integration plan enables us to focus all
our resources on maximising our Esri relationship, and speeding up
the growth opportunities in our extensive European customer base.
Our European team is now structured, focussed and incentivised for
growth."
Amendments to Share Purchase Agreement
On 8 May 2019, 1Spatial announced that it had entered into share
purchase agreements for the acquisition of G-I. Under the original
terms, the Group agreed to pay the vendors consideration, which
included EUR1,166,999 to be satisfied by the issue by 1Spatial of
new ordinary shares in the capital of the Company (the
"Consideration Shares").
Of the consideration to be satisfied by the issue of the
Consideration Shares, EUR726,459 was satisfied immediately upon
Completion, with the balance of EUR440,540 to be satisfied on 30
March 2023 (the "Deferred Share Consideration Amount").
Accordingly, on Completion the Company issued to the vendors
1,902,686 new ordinary shares (the "Initial Consideration Shares"),
subject to a lock up obligation until 31 December 2021.
In connection with completion of the integration of G-I, the
Group has entered into an Amendment Agreement with these two GI
founders and former directors to amend the terms of the original
agreement primarily as follows:
-- Release 1,765,173 of the Initial Consideration Shares (the
"Released Shares") from the above-mentioned lock up obligation;
and
-- pay out in cash to certain of the vendors, at the earlier
date of 10 September 2022, EUR408,701 of the Deferred Share
Consideration Amount.
Pursuant to the terms of the Amendment Agreement, the Released
Shares remain subject to an orderly market provision for 3
months.
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014 as amended by The
Market Abuse (Amendment) (EU Exit) Regulations 2019.
For further information, please contact:
1Spatial plc 01223 420 414
Claire Milverton / Andrew Fabian
Liberum (Nomad and Broker) 020 3100 2000
Neil Patel / Cameron Duncan / Ed Phillips
/ Miquela Bezuidenhoudt
Alma PR 020 3405 0205
Caroline Forde / Justine James / Molly Gretton 1spatial@almapr.co.uk
1Spatial plc's LEI Number is: 213800VG7OZYQES6PN67
About 1Spatial plc
1Spatial plc is a global leader in providing Location Master
Data Management (LMDM) software and solutions, primarily to the
Government, Utilities and Transport sectors. Our global clients
include national mapping and land management agencies, utility
companies, transportation organisations, government and defence
departments.
Today - as location data from smartphones, the Internet of
Things and great lakes of commercial Big Data increasingly drive
commercial decision-making - our technology drives efficiency and
provides organisations with confidence in the data they use.
We unlock the value of location data by bringing together our
people, innovative solutions, industry knowledge and our extensive
customer base. We are striving to make the world more sustainable,
safer and smarter for the future. We believe the answers to
achieving these goals are held in data. Our 1Spatial Location
Master Data Management (LMDM) platform incorporating our 1Integrate
rules engine delivers powerful data solutions and focused business
applications on-premise, on-mobile and in the cloud. This ensures
data is current, complete, and consistent through the use of
automated processes and always based on the highest quality
information available.
1Spatial plc is AIM-listed, headquartered in Cambridge, UK, with
operations in the UK, Ireland, USA, France, Belgium, Tunisia and
Australia.
For more information visit www.1spatial.com
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ACQJRMPTMTJBBFB
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