Last checked at 26 Jul 2018 17:12
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 £8 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 £8 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 to Consolidated Ordinary Shares | 10 Existing Ordinary Shares to one Consolidated Ordinary Share |
Nominal value of an Ordinary Share following the Share Consolidation | 10 pence |
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 Share Consolidation | GB00BFZ45C84 |
Total proceeds of the Placing | £8.5 million |
Estimated expenses of the Placing | £0.5 million |
Estimated net proceeds of the Placing receivable by the Company | £8.0 million |
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
20181 | |
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 Shares in certificated form | by no later than 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