Integration Update

RNS Number : 6321S

1Spatial Plc

18 March 2021

 

18 March 2021

1Spatial plc

("1Spatial", the "Group" or the "Company")

Completion of Integration of Geomap-Imagis acquisition

1Spatial, a global leader in Location Master Data Management (LMDM) software and solutions, is pleased to announce the completion of the final step in the integration of Geomap-Imagis ("G-I"), which was acquired in May 2019.

Following this final step, our European operations now operate under one regional management structure. As part of the restructuring, two of the G-I founders and former directors will be leaving the business and the parties have agreed to amend the original SPA as explained below. The restructuring will lead to some cost savings, which will allow the business to invest in further expansion.

Commenting on the update, 1Spatial CEO, Claire Milverton, said: "This final step in the integration plan enables us to focus all our resources on maximising our Esri relationship, and speeding up the growth opportunities in our extensive European customer base. Our European team is now structured, focussed and incentivised for growth."

Amendments to Share Purchase Agreement

On 8 May 2019, 1Spatial announced that it had entered into share purchase agreements for the acquisition of G-I. Under the original terms, the Group agreed to pay the vendors consideration, which included €1,166,999 to be satisfied by the issue by 1Spatial of new ordinary shares in the capital of the Company (the "Consideration Shares").

Of the consideration to be satisfied by the issue of the Consideration Shares, €726,459 was satisfied immediately upon Completion, with the balance of €440,540 to be satisfied on 30 March 2023 (the "Deferred Share Consideration Amount"). Accordingly, on Completion the Company issued to the vendors 1,902,686 new ordinary shares (the "Initial Consideration Shares"), subject to a lock up obligation until 31 December 2021.

In connection with completion of the integration of G-I, the Group has entered into an Amendment Agreement with these two GI founders and former directors to amend the terms of the original agreement primarily as follows:

· Release 1,765,173 of the Initial Consideration Shares (the "Released Shares") from the above-mentioned lock up obligation; and

· pay out in cash to certain of the vendors, at the earlier date of 10 September 2022, €408,701 of the Deferred Share Consideration Amount.

Pursuant to the terms of the Amendment Agreement, the Released Shares remain subject to an orderly market provision for 3 months.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as amended by The Market Abuse (Amendment) (EU Exit) Regulations 2019.

For further information, please contact:

1Spatial plc	01223 420 414
Claire Milverton / Andrew Fabian
Liberum (Nomad and Broker)	020 3100 2000
Neil Patel / Cameron Duncan / Ed Phillips / Miquela Bezuidenhoudt
Alma PR	020 3405 0205
Caroline Forde / Justine James / Molly Gretton	[e-mail]

1Spatial plc's LEI Number is: 213800VG7OZYQES6PN67

About 1Spatial plc

1Spatial plc is a global leader in providing Location Master Data Management (LMDM) software and solutions, primarily to the Government, Utilities and Transport sectors. Our global clients include national mapping and land management agencies, utility companies, transportation organisations, government and defence departments.

Today - as location data from smartphones, the Internet of Things and great lakes of commercial Big Data increasingly drive commercial decision-making - our technology drives efficiency and provides organisations with confidence in the data they use.

We unlock the value of location data by bringing together our people, innovative solutions, industry knowledge and our extensive customer base.  We are striving to make the world more sustainable, safer and smarter for the future. We believe the answers to achieving these goals are held in data. Our 1Spatial Location Master Data Management (LMDM) platform incorporating our 1Integrate rules engine delivers powerful data solutions and focused business applications on-premise, on-mobile and in the cloud. This ensures data is current, complete, and consistent through the use of automated processes and always based on the highest quality information available.

1Spatial plc is AIM-listed, headquartered in Cambridge, UK, with operations in the UK, Ireland, USA, France, Belgium, Tunisia and Australia.

For more information visit  www.1spatial.com

 

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