Last checked at 20 Jul 2015 13:45
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
RECOMMENDED ALL SHARE OFFER
by
1SPATIAL PLC
for
ENABLES IT GROUP PLC
Results of Court Meeting and General Meeting
The Boards of 1Spatial plc ("1Spatial") and Enables IT Group Plc ("Enables IT") are pleased to announce that the resolution to approve the Scheme was passed today by the requisite majority of Scheme Shareholders at the Court Meeting and the special resolution to implement the Scheme was also passed by the requisite majority of Scheme Shareholders at the subsequent General Meeting on the terms set out in the notice of each meeting.
Terms and expressions used in this announcement shall unless the context requires, have the same meaning as given to them in the Scheme Document, as defined below.
The detailed voting results in relation to the Court Meeting and the General Meeting are summarised below.
COURT MEETING
At the Court Meeting, the resolution to approve the Scheme was duly passed on a poll by a majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 99.95 per cent. in value of the Scheme Shares held by Scheme Shareholders who voted. Details of the votes cast were as follows:
| Number of Scheme Shares voted | Scheme Shares in respect of which a vote was cast as a percentage of the total number of Scheme Shares voted (%) | Number of Scheme Shareholders who voted | Percentage of Scheme Shareholders who voted (%) | Scheme Shares in respect of which a vote was cast as a percentage of the total number of Scheme Shares (%) |
For | 14,170,273 | 99.95 | 67 | 7.31 | 51.94 |
Against | 7,015 | 0.05 | 5 | 0.55 | 0.02 |
Total | 14,177,288 | 100.00 | 72 | 7.86 | 51.96 |
GENERAL MEETING
At the General Meeting, the special resolution to implement the Scheme and approve certain other related matters as set out in the Scheme Document was duly passed as a special resolution. Valid proxy votes (including votes withheld) were received in respect of a total of 14,208,621 Enables IT Shares, representing 52.08 per cent. of the total number of votes capable of being cast at the General Meeting. A poll was conducted on the proposed resolution and the results are detailed below:
| Number of Enables IT Shares voted | Percentage of Enables IT Shares voted (%) | Total issued share capital instructed (%)1 |
For | 14,201,739 | 99.95 | 52.05 |
Against | 6,849 | 0.05 | 0.03 |
Withheld2 | 33 | - | - |
Total | 14,208,621 | 100.00 | 52.08 |
Notes
1. The proportion of 'Total issued share capital instructed' for the Special Resolution is the total of votes validly cast for the resolution (i.e. the total votes 'For' and 'Against' the resolution) expressed as a percentage of the total issued share capital, being 27,284,303 Enables IT Shares.
2. A vote 'Withheld' is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' the Special Resolution.
NEXT STEPS
Completion of the acquisition of Enables IT by 1Spatial remains subject to the satisfaction or (if capable of waiver) waiver of the remaining Conditions, including the Scheme Court Hearing to sanction the Scheme, which is anticipated to take place on 23 July 2015. A full list of Conditions to the implementation of the Scheme is included in the Scheme Document published on 26 June 2015 ("Scheme Document").
Assuming the Scheme is sanctioned at the Scheme Court Hearing, in accordance with Rule 41 of the AIM Rules for Companies, application has been made to the London Stock Exchange for cancellation of Enables IT Shares to trading on AIM to become effective at 7am on 24 July 2015. Conditional on Court sanction of the Scheme and the Scheme becoming effective, the last day of dealing in Enables IT Shares is expected to be 22 July 2015 and the Enables IT Shares are expected to be suspended from 7:30am on 23 July 2015.
The New 1Spatial Shares, to be allotted to existing Scheme Shareholders pursuant to the Scheme, are expected to be admitted to trading on AIM on 24 July 2015.
TIMETABLE
The expected timetable of principal events for implementation of the Scheme was set out on page 11 of the Scheme Document and the expected timetable of remaining events is set out below:
Event
| Time and/or date12015 |
Last day of dealings in, and registration of transfers in CREST ofEnables IT Shares | 22 July |
Scheme Record Time | 6:00 p.m. on 22 July |
Enables IT Shares suspended | 7:30 a.m. on 23 July |
Scheme Court Hearing to sanction the Scheme | 23 July |
Effective Date of the Scheme | 23 July |
Cancellation of admission of Enables IT Shares on AIM | 7:00 a.m. on 24 July |
Admission of the New 1Spatial Shares to trading on AIM | 8:00 a.m. on 24 July |
Crediting of New 1Spatial Shares to CREST accounts | 24 July |
Latest date for despatch of the share certificates of the New 1Spatial Shares to be issued to Enables IT Shareholders | 31 July |
The date by which the Scheme must become unconditional and effective, failing which it will lapse2
| 31 December |
Notes
1 The dates and times above are indicative only and will depend, amongst other things, on the date on which: (i) the Conditions are either satisfied or waived (to the extent they are capable of being waived); (ii) the Court sanctions the Scheme; and (iii) the Scheme is delivered to the Registrar of Companies in England and Wales. If any of the expected dates change, Enables IT will give adequate notice of any change by issuing an announcement through a Regulatory Information Service. All references to time in this announcement are to London time.
2 This date may be extended by agreement between 1Spatial and Enables IT with the consent of the Panel and (if required) the approval of the Court.
Enquiries:
Enables IT Group plc Michael Walliss, CEO
| Via Redleaf Polhill enablesit@redleafpr.com |
1Spatial plc Marcus Hanke/ Claire Milverton
| 020 3427 5004 |
Cairn Financial Advisers LLP (Rule 3 adviser to Enables IT) Tony Rawlinson/ Emma Earl/ Carolyn Sansom
| 020 7148 7900 |
N+1 Singer (Financial adviser to 1Spatial) Shaun Dobson / Lauren Kettle
| 020 7496 3000 |
Further information
This announcement is not intended to, and does not, constitute or form any part of an offer to sell or an invitation to purchase, otherwise acquire, or subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise nor shall there be any sale, issuance or transfer of securities of Enables IT in any jurisdiction in contravention of applicable law. The Offer will be made solely by means of the Scheme Document, which contains the full terms and conditions of the Offer.
Cairn, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Enables IT and no-one else in connection with the Offer and this announcement and will not be responsible to anyone other than Enables IT for providing the protections afforded to clients of Cairn nor for providing advice in relation to the Offer or the other matters referred to in this announcement.
Overseas Shareholders
The release, publication or distribution of this announcement or availability of the Offer in jurisdictions other than the United Kingdom may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of any jurisdiction other than the United Kingdom should therefore inform themselves of, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their Enables IT Shares with respect to the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement has been prepared for the purposes of complying with UK law and the 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 any jurisdiction outside the United Kingdom.
The Offer relates to shares of an English public limited company and is proposed to be effected by means of a scheme of arrangement under Part 26 of the 2006 Act, governed by the law of England and Wales. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of, and rules and practices applicable under, the laws of other jurisdictions outside the United Kingdom.
Unless otherwise determined by 1Spatial or required by the Code, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction and no person may vote in favour of the Offer by any such use, means, instrumentality or from 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 any Restricted Jurisdiction, and persons receiving this announcement or any documents relating to the Offer (including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any such jurisdictions. If, in future, 1Spatial exercises its right to implement the Offer by way of the Takeover Offer, the Takeover Offer (unless otherwise permitted by applicable law and regulation) will and may not be made, directly or indirectly, in or into, or by the use of the mails, or by any means of instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national, state or other securities exchange of any Restricted Jurisdiction, and the Takeover Offer will not be capable of acceptance from or within any Restricted Jurisdiction or by any such use, means, instrumentality or facilities.
Notice to US investors in Enables IT
Enables IT is an English company. Accordingly, shareholders in the United States should note that the acquisition of Enables IT by 1Spatial relates to the shares of a "foreign private issuer" as defined under Rule 3b-4 under the US Securities Exchange Act 1934, as amended (the "Exchange Act") and is proposed to be made by means of a scheme of arrangement provided for under, and governed by, the laws of England and Wales. Neither the proxy solicitation nor the tender offer rules under the Exchange Act will apply to the Scheme.
In addition, the Offer relates to the shares of an English company and is to be made by means of a scheme of arrangement provided for under the laws of England and Wales. The Offer is subject to the disclosure requirements and practices applicable in England and Wales to schemes of arrangement, which differ from the disclosure and other requirements of the US securities laws and tender offer rules. The Enables IT and 1Spatial financial information included in, and incorporated by reference into, this announcement and the Scheme Document has been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted in the European Union and may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. US generally accepted accounting principles differ in certain significant respects from IFRS. None of the financial information included in, or incorporated by reference into, this document has been audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States).
The receipt of New 1Spatial Shares by a US holder of Scheme Shares as consideration for the transfer of its Scheme Shares pursuant to the Offer may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other tax laws. Each US holder of Scheme Shares is urged to consult his independent professional adviser immediately regarding the tax consequences of the Offer applicable to him.
It may be difficult for US holders of Scheme Shares to enforce their rights and claims arising out of US federal securities laws, since 1Spatial and Enables IT are located in countries other than the United States, and all of their officers and directors are residents of countries other than the United States. US holders of Scheme Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.
The New 1Spatial Shares to be issued pursuant to the Scheme have not been and will not be registered under the Securities Act or under the relevant securities laws of any state or territory or other jurisdiction of the United States. Accordingly, the New 1Spatial Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States, absent registration under the Securities Act or an exemption therefrom.
The New 1Spatial Shares are expected to be offered in the United States, if at all, in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof. None of the securities referred to in this document have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the United States.
Disclosure requirements of 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 securities exchange 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 securities exchange 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 securities exchange 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 securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange 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 securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange offeror(s), 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 securities exchange 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 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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication on website and hard copies
A copy of this announcement will be available, subject to certain restrictions relating to persons resident outside the United Kingdom and Jersey, on Enables IT's website (www.enablesit.com) by no later than 12 noon on the Business Day following this announcement. For the avoidance of doubt, the contents of that website are not incorporated by reference and do not form part of this announcement.
You may request a hard copy of this announcement by contacting the Company Secretary of Enables IT during business hours on 0845 125 5999 or by submitting a request in writing to the Company Secretary of Enables IT at Unit 5, Mole Business Park, Randalls Road, Leatherhead, Surrey, KT22 7BA. Your attention is drawn to the fact that a hard copy of this announcement will not be sent to you unless so requested. 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.