Further information
This announcement is not a prospectus. It is for information
purposes only and is not intended to, and does not, constitute or
form part of any offer or invitation to purchase, otherwise
acquire, 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.
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, AIM rules 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 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. |
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