Last checked at 18 Oct 2010 14:31
18 October 2010
IQ Holdings plc
(the "Company")
Result of General Meeting
The Company is pleased to announce that at the General Meeting held earlier today, all resolutions put to shareholders were duly passed. Accordingly, the acquisition of the entire issued share capital of 1Spatial Group Limited ("1Spatial") has now been completed and the Company's name will be changed to 1Spatial Holdings plc.
Application has been made for all the 21,188,926 new consolidated ordinary shares of 4p each in the Company ("Ordinary Shares") to be admitted to AIM. It is expected that dealings will begin on 19 October 2010. 333,333 new Ordinary Shares have been allotted to SF t1ps Smaller Companies Growth Fund on conversion of the £100,000 convertible loan notes at 3p per ordinary Share and 19,068,398 Ordinary Shares have been allotted to shareholders in 1Spatial pursuant to the acquisition of 1Spatial.
The Company's new website, www.1spatial.com, will go live at 8.00am on Tuesday the 19 October 2010 and the Company's accounting reference date has now been changed to 30 June. The Company's registered office has been moved to Tennyson House, Cambridge Business Park, Cowley Road, Cambridge, CB4 0WZ.
The previous Board, namely David Marks, Julian Green and Russell Darvill have now resigned with immediate effect, and the new Directors have now been appointed.
New Directors
Steve Berry - Non-executive Chairman (Age 56)
Steve has over 30 years international business experience that includes starting and floating various companies and holding executive and non-executive directorships, including Unison Capital Holdings, one of Japan's largest private equity companies. He is currently Executive Chairman of Waterbridge Capital Ltd., a venture capital management company, focussed on technology and security small cap growth companies. Steve's background is in finance; working previously in the global capital and securities markets for over 10 years in New York, London and Tokyo for Bankers Trust Company. This period in international banking was followed by private company venturing, a focus that is retained to the present day.
Steve gained an MBA from Harvard Business School in 1979 and a BSc in Economics from the Wharton School of the University of Pennsylvania in 1976.
Nic Snape - Chief Executive Officer (Age 53)
Nic has nearly 30 years' experience in IT, over 20 years in spatial data marketing, operations and business development. Nic joined the company in 2001. Nic has a successful track record in high value international sales pursuits and the management of international partners. Nic has an enviable track record in high value pursuits, running the Land Registry campaign in Eire and the OSGB Phoenix Competitive Dialogue process. Nic has over 12 years international experience gained in Canada and Malaysia. Nic took over as CEO of 1Spatial in January 2010 to lead the more focussed business approach.
Dr. Mike Sanderson - Director of Strategic Development (Age 59)
Mike led 1Spatial between 2001 and December 2009. Within 2 months he down-sized the organisation and re-organised the management team. Mike came into the company with a vision to realise the value locked in the core products and by working closely with the Development Team has inspired them to take on this challenge. Mike's background is large multinational software companies such as ICL and Oracle, with particular emphasis on the water industry. 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. Mike's strengths and his motivation are thinking about new ways of doing things and his role as Director of Strategic Development enables him to focus on the next phase of 1Spatial's strategic development, in particular its strategy to exploit the INSPIRE initiative.
Peter Bullock - Finance Director (Age 51)
Peter has 24 years' post qualification experience in commerce and industry, with 17 of those years in the technology sector. He became Financial Controller in 1993, and later Finance Director of location based business Genasys II in their EAME operation based in Manchester. Peter worked closely with the small management team and was key in the establishment of a Spanish based subsidiary out of a former distributor. He was appointed CFO of the Group Spatial Technologies Division in 1998 based in Sydney. After 2 years as Finance Director of a small group of technology companies based in Dublin, Peter joined 1Spatial in 2002 and has added his experience in financial management, acquisitions and international business to that of the rest of the team. He participated in the 2003 management buy-out and has been heavily involved with the 4 acquisitions to date.
Duncan Guthrie - Sales Director (aged 38)
Duncan is an established Sales Executive, having joined 1Spatial in 2002 from ERMapper were he was MD for the European Operations. Duncan worked very closely with Nic during the management buy-out to negotiate the transaction. Since that time, Duncan has rebuilt 1Spatial's sales function and in particular has established a significant reputation for 1Spatial in Australia, which is expected to be a cornerstone of 1Spatial's future growth.
Marcus Hanke - Non-executive Director (aged 39)
Marcus began his career at Price Waterhouse (now PricewaterhouseCoopers). He qualified as a chartered management accountant and has since worked in industry with Compass Group Plc, and consulting with KPMG and Deloitte. In 2003, he formed an independent Performance Management company which was subsequently acquired by Cognos Inc, in 2004. In 2006, Marcus joined Avisen as Managing Partner and led the growth of the services business and the diversification into software distribution. In early 2009 Marcus successfully listed Avisen on the London Stock Exchange (AIM) and embarked on a roll-up Strategy in the IBM Information Management market. Over the last 10 years Marcus has led several corporate Performance Management programs rolled out in Europe, the Middle East and Africa and has advised a number of global software application vendors in this area. He specialises in corporate performance management, value-based management and the technology enablement of these processes.
Directors Shareholdings
|
|
|
| Ordinary Shares | % of issued share capital |
| Steve Berry | - | - | 890,811 | 4.20 |
| Nic Snape | - | - | 1,634,515 | 7.71 |
| Mike Sanderson | - | - | 6,538,060 | 30.86 |
| Peter Bullock | - | - | 1,634,515 | 7.71 |
| Duncan Guthrie | - | - | 1,634,515 | 7.71 |
| Marcus Hanke | - | - | 32,490 | 0.15 |
Other Directorships
| Directors | Current Directorships | Past Directorships |
|
|
|
|
| Steve Berry | 1Spatial Group Limited Controlled Thought Limited | TG Support Limited Yeoman Group plc |
|
| Doveblue Limited Faber Brent Limited | Yeoman Navigation Systems Limited |
|
| Still First Limited Unison Capital Group Limited | Emergent Asset Management Limited |
|
| Gossiptel Limited Qtara Limited | Totally Communications Limited Bonnie's Fund Limited |
|
| Waterbridge Capital Limited |
|
|
| Waterbridge International Limited | Call UK Limited |
|
| Waterbridge Marketing Limited | IDesk Group Limited |
|
| Auto Clubs International Limited Aappro Limited Inpro Limited IDesk Systems Limited (in liquidation) IDesk Software Limited (in liquidation) | VOIP Systems Limited IDesk Plc IDesk Technical Services Limited |
|
|
|
|
| Nic Snape | 1Spatial Group Limited 1Spatial Limited 1Spatial Scotland Limited | Laser-Scan Engineering Limited
|
|
| Comsine Limited |
|
|
|
|
|
| Dr Mike Sanderson | 1Spatial Group Limited 1Spatial AS (Norway) Comsine Limited 1Spatial Scotland Limited Aon Spasuil Limited (Ireland) 1Spatial Limited
| Laser-Scan Limited 1Spatial Belgium Limited 1Spatial Technologies Limited (Ireland) Laser-Scan Engineering Limited
|
| Peter Bullock | 1Spatial Group Limited 1Spatial Limited 1Spatial AS (Norway) 1Spatial Scotland Limited Aon Spasuil Limited (Ireland)
Comsine Limited
| Laser-Scan Engineering Limited 1Spatial Technologies Limited (Ireland) 1Spatial Belgium NV (Belgium) Laser-Scan International Inc (USA)
|
| Duncan Guthrie | 1Spatial Group Limited 1Spatial Limited 1Spatial AS (Norway) KJG Limited | 1Spatial Technologies Limited (Ireland) Laser-Scan Engineering Limited
|
| Marcus Hanke | Avisen plc Avisen Group Limited Avisen Uk Limited FBHG Limited | Arnke Computing Limited TagetCPM Limited |
|
| Healthare Professionals Limited |
|
|
| Solution Minds (UK) Ltd Solution Minds Ltd |
|
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| Eon Enterprises Limited |
|
|
| Infocube Limited |
|
|
| Inca Holdings Limited Decorum Connect Limited Intrinsic Networks Limited Matrix Network Solutions Limited Norwood Adam Technical Services Limited Storage Fusion Limited Xploite IHC Limited Xploite Plc |
|
AIM Rule 17
Dr Mike Sanderson was a director of Laser-Scan Limited, which was placed in administration by its then owners in June 2003.
Steve Berry was a director of the following companies which were placed into receivership,
administration or liquidation:
The Conference Database Limited which was placed in liquidation on 3 July 1997
Exposeum Limited which was placed in liquidation on 7 July 1998
IDesk plc which went into receivership on 10 April 2002
IDesk Group Limited which was placed in administration on 30 October 2003 and went into liquidation on 19 October 2005
IDesk Logistics Limited, IDesk Technical Solutions Limited and IDesk Software Solutions Limited which were each placed into administration on 30 October 2003
DeskI Managed Services Limited which was placed into administration on 30 October 2003 Call UK Limited which was placed into liquidation on 30 November 2006.
Steve Berry remains a director of IDesk Systems Limited which was placed into administration on 11 January 2005 (and subsequently into liquidation on 5 December 2006) and of IDesk Software Limited which was placed into liquidation on 20 January 2006.
There are no further details required to be disclosed pursuant to Rule 17 and Schedule 2, paragraph (g) of the AIM Rules.
Substantial Shareholdings
In addition to the Director's shareholdings set out above, following persons are, directly or indirectly interested (within the meaning of section 80 of the 2006 Act) in 3 per cent. or more of the issued share capital of the Company:
|
|
|
|
| Ordinary Shares | % of issued share capital | |||
| Seamus Gilroy |
|
| 1,225,886 | 5.79 | ||||
| Steve Ramage |
|
| 915,328 | 4.32 | ||||
| Chris Wright |
|
| 751,877 | 3.55 | ||||
| Dr Crispin Hoult |
|
| 653,806 | 3.09 | ||||
--END-
For further information please contact:
1Spatial Holdings plc
Nic Snape +44 (0)1223 420 414
Libertas Capital Corporate Finance Limited
Sandy Jamieson +44 (0)20 7569 9650
Rivington Street Corporate Finance
Peter Greensmith +44 (0)20 7562 3389
Bishopsgate Communications
Gemma O'Hara / Siobhra Murphy +44 (0)20 75623350