Last checked at 13 Oct 2011 15:40
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
13 October 2011
1Spatial Holdings plc
("1Spatial" or the "Company")
Posting of Scheme Document
On 07 October 2011, the 1Spatial Directors and the Board of Directors of Avisen plc ("Avisen") announced that they had reached agreement on the terms of a recommended share offer under which it is proposed that Avisen will acquire the entire issued ordinary share capital of 1Spatial (the "Offer"). It is intended that the Offer will be implemented by way of a Court sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.
1Spatial announces that it is today posting a scheme document to shareholders (the "Scheme Document") containing further information on the Scheme and convening the Court Meeting and the 1Spatial General Meeting for 11 a.m., and 11.15 a.m. respectively on 07 November 2011 at the offices of 1Spatial, Tennyson House, Cambridge Business Park, Cambridge, CB4 0WZ at which resolutions will be proposed to approve the Scheme. Subject, inter alia, to the approval of Shareholders and the sanction of the Court, it is expected that the Scheme will become effective on or around 25 November 2011.
Full details of the Court Meeting and the 1Spatial General Meeting and information on both 1Spatial and Avisen are set out in the Scheme Document.
The Annual Report and Accounts of 1Spatial for the financial year ended 30 June 2011 and the Scheme Document are available for viewing at www.1spatial.com.
The Annual Report and Accounts of Avisen for the year ended 31 January 2011 are available for viewing at www.avisen.com/investors.
Further details of the Scheme and the terms and conditions of the Offer are contained in the Scheme Document.
Expected timetable of principal events: | |
Posting of Scheme Document | 13 October 2011 |
Latest time for lodging Blue Form of Proxy for the Court Meeting | 11.00 a.m. on 3 November 2011 |
Latest time for lodging White Form or Proxy for the General Meeting | 11.15 a.m. on 3 November 2011 |
Voting Record Time for the Meetings | 6.00 p.m. on 4 November 2011 |
Avisen General Meeting | 10.00 a.m. on 7 November 2011 |
Court Meeting | 11.00 a.m. on 7 November 2011 |
1Spatial General Meeting | 11.15 a.m. on 7 November 2011 |
Directions hearing regarding the Reduction of Capital | 15 November 2011 |
Last day of dealings in, and registration of transfers in CREST of 1Spatial Shares | 22 November 2011 |
1Spatial Shares suspended | 7.00 a.m. on 23 November 2011 |
Scheme Court Hearing to sanction the Scheme | 23 November 2011 |
Scheme Record Time | 6.00 p.m. on 24 November 2011 |
Reduction Court Hearing | 25 November 2011 |
Effective Date of the Scheme | 25 November 2011 |
Cancellation of admission of 1Spatial Shares on AIM | 7.00 a.m. on 28 November 2011 |
Admission of the New Avisen Shares to trading on AIM | 8.00 a.m. on 28 November 2011 |
Crediting of New Avisen Shares to CREST accounts | 28 November 2011 |
Latest date for despatch of the share certificates of the New Avisen Shares to be issued to 1Spatial Shareholders | 9 December 2011 |
The date by which the Scheme must become unconditional and effective (unless otherwise agreed between 1Spatial and Avisen), failing which it will lapse | 29 February 2012 |
Capitalised terms in this announcement have the same meanings as set out in the Scheme Document.
A copy of this announcement and the Scheme Document will be made available on the Company's website at www.1spatial.com.
Enquiries:
1Spatial Holdings plc: | 0122 342 0414 |
Nic Snape - Chief Executive Officer | |
Libertas Capital Corporate Finance Limited: | 0207 569 9650 |
(Financial Adviser and nominated adviser to 1Spatial) | |
Sandy Jamieson | |
Andrew McLennan | |
Avisen PLC: | 020 3427 5004 |
Marcus Hanke, Chief Executive Officer | |
Claire Milverton, Chief Financial Officer | |
Strand Hanson Limited: | 0207 409 3494 |
(Financial Adviser and nominated adviser to Avisen) | |
James Harris | |
Andrew Emmott | |
Paul Cocker | |
Bishopsgate Communications: | 020 7652 3350 |
Deepali Schneider | |
Natalie Quinn |
Libertas Capital Corporate Finance, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively for 1Spatial and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than 1Spatial for providing the protections afforded to clients of Libertas Capital Corporate Finance or for providing advice in connection with the Offer or any matter referred to herein.
Stand Hanson Limited, which is authorised and regulated in the UK by the Financial Services Authority, is acting for Avisen and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Avisen for providing the protections afforded to clients of Stand Hanson Limited or for providing advice in connection with the Offer or any matter referred to herein.
This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. The Offer will be made solely by means of the Scheme Document, which will contain the full terms and conditions of the Offer, including details of how to vote in favour of the Scheme. 1Spatial will prepare the Scheme Document to be distributed to 1Spatial Shareholders. 1Spatial and Avisen urge 1Spatial Shareholders to read the Scheme Document when it becomes available because it will contain important information in relation to the Offer.
This announcement has been prepared for the purpose of complying with English law and the City 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 jurisdictions outside the United Kingdom.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.
Unless otherwise determined by Avisen or required by the City Code, and permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and the Offer will not be capable of acceptance from or 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 a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer.
The availability of the Offer to 1Spatial Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements. Further details in relation to overseas shareholders will be contained in the Scheme Document.
The Offer relates to the shares in an English company and is proposed to be made by means of a scheme of arrangement provided for under company law of the United Kingdom. The scheme of arrangement will relate to the shares of a UK company that is a 'foreign private issuer' as defined under Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). A transaction effected by means of a scheme of arrangement is not subject to the proxy and tender offer rules under the Exchange Act. Accordingly, the Offer is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the US proxy and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK that may not be comparable to the financial statements of US companies.
Any securities to be offered pursuant to the Offer as described in this announcement have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state, district or other jurisdiction of the United States, or of Australia, Canada or Japan. Accordingly, such securities may not be offered, sold or delivered, directly or indirectly, in or into such jurisdictions except pursuant to exemptions from applicable requirements of such jurisdictions. It is expected that the Avisen Shares to be issued in the Scheme will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof. Under applicable US securities laws, persons (whether or not US persons) who are or will be "affiliates" (within the meaning of the Securities Act) of 1Spatial or Avisen prior to, or of Avisen after, the Effective Date will be subject to certain transfer restrictions relating to the Avisen Shares received in connection with the Scheme.
If Avisen exercises its right to implement the Offer by way of a Takeover Offer, the Offer will be made in compliance with applicable US laws and regulations, including applicable provisions of the tender offer rules under the Exchange Act, to the extent applicable.
A copy of this announcement will be made available, free of charge, at www.1spatial.com.
You may request a hard copy of this announcement, free of charge, by contacting the Company Secretary of 1Spatial on +44 122 342 0414. 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.
Disclosure requirements of the Takeover Code (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 paper 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 paper 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 paper 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 paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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 paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper offeror, 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 paper 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 Takeover 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129.