Last checked at 7 Nov 2011 15:07
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
7 November 2011
1Spatial Holdings plc
("1Spatial" or the "Company")
Recommended share offer for 1Spatial by Avisen plc ("Avisen") to be implemented by means of a Scheme of Arrangement (the "Scheme")
Results of Court Meeting and General Meeting
The Board of 1Spatial is pleased to announce that at the Court Meeting held earlier today, 1Spatial Shareholders voted by the requisite majority to approve the Scheme to implement the recommended acquisition of 1Spatial by Avisen. In addition, the special resolutions to provide for the implementation of the Scheme proposed at the subsequent General Meeting were duly passed.
Upon the Scheme becoming effective, 1Spatial Shareholders will receive 5.761 new Avisen Shares for each existing 1Spatial Share. Fractions of new Avisen Shares will be rounded down to the nearest whole number.
Result of Court Meeting
At the Court Meeting, a majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 85.46 per cent by value, voted in favour of the resolution to approve the Scheme. A poll was conducted on the proposed resolution and the results are detailed below:
Number of Scheme Shareholders who voted | Percentage of Scheme Shareholders who voted | Number of Scheme Shares voted | Percentage of Scheme Shares voted (%) | Number of Scheme Shares voted as a percentage of the total number of Scheme Shares (%) | |
For | 50 | 28.40 | 18,107,617 | 100.00 | 85.46 |
Against | 0 | 0 | 0 | 0 | 0 |
Total | 50 | 28.40 | 18,107,617 | 100.00 | 85.46 |
Accordingly, the resolution was duly passed on a poll vote.
Result of General Meeting
At the General Meeting, the Special Resolutions were passed by way of a poll vote.
The proxy voting results for the Special Resolutions were as follows:
Number of 1Spatial Shareholders who voted | Number of 1Spatial Shares voted | Percentage of 1Spatial Shares voted (%) | Percentage of 1Spatial Shares voted as a percentage of the total number of 1Spatial Shares (%)
| ||
For | 52 | 18,272,893 | 100.00 | 86.24 | |
Against | 0 | 0 | 0 | ||
Vote Withheld | 0 | 0 | 0 | 0 | |
Total | 52 | 18,272,893 | 100.00 | 86.24 | |
Next Steps
Completion of the Scheme remains subject to the satisfaction or, if permitted, waiver of the remaining conditions of the Scheme set out in the Scheme Document dated 13 October 2011 (the "Scheme Document") including, inter alia, the sanction of the Scheme by the Court, expected to take place on 23 November 2011 and the Reduction of Capital expected to take place on 25 November 2011.
It is expected that the last day for dealings in 1Spatial Shares will be 24 November 2011 and that the Scheme will become effective on 25 November 2011. If the Scheme becomes effective on 25 November 2011, it is expected that the admission to trading on AIM of the 1Spatial Shares will be cancelled at 7.00 am on 28 November 2011 or shortly thereafter. The new Avisen Shares to be allotted to existing 1Spatial Shareholders pursuant to the Scheme will be admitted to trading on AIM on 28 November 2011.
Unless otherwise stated, all references to time in this announcement are to London time. The dates in this announcement are indicative only. These dates depend, amongst other things, on the date upon which the Court sanctions the Scheme and confirms the associated Reduction of Capital, and the date on which the Court Order is delivered to the Registrar and whether the Conditions are satisfied or, (if capable of waiver) waived. Further announcements will be made in due course.
Capitalised terms in this announcement shall have the same meaning as set out in the Scheme Document.
In accordance with Rule 19.11 of the City Code, a copy of this announcement will be made available on the Company's website at www.1spatial.com and Avisen's website at www.avisenplc.com.
For further information please contact:
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 Limited, 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 Limited 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.