Completion of Scheme

RNS Number : 8310S

Avisen PLC

28 November 2011

 



28  November 2011

Avisen plc

Recommended acquisition of 1Spatial Holdings plc by Avisen plc

Scheme Effective and completion of Acquisition

Avisen plc (AIM: AVI) is pleased to announce that the scheme of arrangement  under Part 26 of the Companies Act 2006 (the "Scheme") to effect the recommended acquisition by Avisen plc ("Avisen") of the entire issued share capital of 1Spatial Holdings plc ("1Spatial") (the "Acquisition") has now completed in accordance with its terms and accordingly, 1Spatial has become a wholly-owned subsidiary of Avisen.

The Group, which will be led by the new enlarged board of Avisen, will be looking to complete the integration of the two organisations as soon as possible.  The enlarged executive Board consists of Marcus Hanke as CEO, Claire Milverton as Chief Financial Officer, Nic Snape as Managing Director and  Dr. Mike Sanderson as Director of Strategic Development.  The Board will be chaired by non-executive Chairman Steve Berry, and the non-executive Directors will be Marcus Yeoman and Mark Battles.  Accordingly, Nic Snape, Dr. Mike Sanderson and Steve Berry will be appointed to the Board with immediate effect and Jonathan Hill will resign from the Board with immediate effect.  The integration of the businesses and leveraging of opportunities will be implemented through a structured programme.

The Group has already identified some significant areas of opportunity, including offering 1Spatial's location enabled decision-making tools to Avisen's clients and contacts in the Big Data and Supply Chain Profitability markets. 

The enlarged Group anticipates that these synergies and other benefits of the transaction will start to provide financial benefits during the second quarter of the next financial year ending January 2013.

The Group is also strongly aware that it must focus on its core businesses during the integration phase.  Therefore, management will focus on continuing developing and extending current revenue opportunities within the Avisen profitability improvement arena, the Storage Fusion business and the existing core of 1Spatial's mapping and Geographic Information Systems businesses. 

Settlement

In accordance with the terms of the Scheme, eligible 1Spatial Shareholders will receive consideration of 5.761 New Avisen Shares for each 1Spatial Share held by such 1Spatial Shareholder on the 1Spatial register at 6.00 p.m.  on 24 November 2011.  Accordingly, Avisen has issued and allotted 122,069,396 New Avisen Shares under the Scheme.

Fractions of New Avisen Shares shall not be allotted or issued to holders of Scheme Shares pursuant to the Scheme.  All fractional entitlements to which holders of Scheme Shares would have become entitled will be aggregated and sold in the market and the net proceeds of the sale retained for the benefit of Avisen.

Settlement of New Avisen Shares through CREST is expected to take place on 28November 2011.  Despatch of share certificates in relation to New Avisen Shares (as appropriate) will take place no later than 9 December 2011. 

Admission, cancellation and dealing

Dealings in 1Spatial Shares on AIM have been  cancelled at 1Spatial's request with effect from 7.00 a.m.  today. 

Application has been made for the 122,069,396  New Avisen Shares allotted and issued pursuant to the Scheme to be admitted to AIM and dealings in the New Avisen Shares are expected to commence at 8.00 a.m. today.  Following admission of the New Avisen Shares to trading on AIM, the total number of Avisen Shares in issue  will be 348,769,274.

Unless stated otherwise, terms defined in the Scheme Document dated 13 October 2011 have the same meaning in this announcement.

Commenting on the merger Marcus Hanke, CEO of Avisen, says:

"This is a very exciting time for both Avisen and 1Spatial shareholders, employees and customers.  We believe that there are significant opportunities for the combined group and look forward to the future with confidence."

-End-

For further information, please contact:

Avisen plc		Tel: [phone]
	Marcus Hanke (CEO)/Claire Milverton (CFO)
	Strand Hanson Limited	Tel: [phone]
	James Harris/Andrew Emmott/Paul Cocker
	Bishopsgate Communications	Tel: [phone]
Deepali Schneider/Natalie Quinn
[e-mail]

 

END

 

 

MSCBABFTMBJTBBB