Form 8 (OPD) (1Spatial plc)

RNS Number : 0749R

1Spatial Plc

24 June 2015

 

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Full name of discloser:	1SPATIAL PLC
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	OFFEROR - 1SPATIAL PLC
(d) Is the discloser the offeror or the offeree?	OFFEROR
(e) Date position held:      The latest practicable date prior to the disclosure	24 JUNE 2015
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	NO

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	3,500,000	0.51	Nil	-
(2) Cash-settled derivatives:	Nil	-	Nil	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	-	Nil	-
TOTAL:	3,500,000	0.51	Nil	-

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	N/A
Details, including nature of the rights concerned and relevant percentages:	N/A

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

INTERESTS OF DIRECTORS OF 1SPATIAL IN 1SPATIAL ORDINARY SHARES: Number of ordinary shares held Percentage of issued share capital held Marcus Hanke 29,255,7851 4.28 Claire Milverton 388,8572 0.06 Mike Sanderson 30,000,000 4.60 Marcus Yeoman 1,581,572 0.23 1 This includes 131,144 1Spatial Ordinary Shares held by Paul Hanke, Marcus Hanke's brother 2 This includes 3,128 1Spatial Ordinary Shares held by David Milverton, Claire Milverton's father INTERESTS OF DISCTORS OF 1SPATIAL PLC IN OPTIONS OVER 1SPATIAL ORDINARY SHARES: Number of options held pursuant to: EMI share option scheme Executive unapproved share option scheme Exercise price Exercise period Marcus Hanke 3,238,866 Nil 4.94p 20.02.2013 - 2023 1,090,909 5,909,091 6p 15.10.2013 - 2023 Claire Milverton 2,429,150 Nil 4.94p 20.02.2013 - 2023 1,575,758 3,424,242 6p 15.10.2013 - 2023 Mike Sanderson 1,619,433 Nil 4.94p 20.02.2013 - 2023 In addition, Marcus Hanke and Claire Milverton each hold incentive options (the "Incentive Options"), which vest solely in the event of a corporate transaction with a minimum value of 12p per share, at which point 20% of such options will vest, and on a sliding scale upwards thereafter up to a maximum value of 24p per share, at which point all options will vest. Number of Incentive Options held Exercise price Exercise period Marcus Hanke 12,000,000 1p 03/03/2015 - 2018 Claire Milverton 6,000,000 1p 03/03/2015 - 2018

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"

None

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	24 June 2015
Contact name:	Claire Milverton
Telephone number:	07721 854 786

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [e-mail].  The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

END

 

 

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