TIDMEIT TIDMSPA
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
FOR IMMEDIATE RELEASE
26 June 2015
RECOMMENDED ALL SHARE OFFER
by
1SPATIAL PLC
for
ENABLES IT GROUP PLC
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
POSTING OF SCHEME DOCUMENT & RULE 2.10 DISCLOSURE
Further to the announcement on 18 June 2015 pursuant to Rule 2.7 of the
Takeover Code regarding the terms of a recommended Offer to be made by 1Spatial
for the entire issued and to be issued ordinary share capital of Enables IT,
proposed to be implemented by means of a Court-sanctioned scheme of arrangement
of Enables IT under Part 26 of the Act, the Enables IT Directors are pleased to
confirm that the Scheme Document will be posted to Enables IT Shareholders
later today. Capitalised terms used in this announcement have the same meaning
as in the Scheme Document.
In order for it to become effective and as described in the Scheme Document, in
addition to requiring the sanction of the Court, the Scheme requires the
approval of Scheme Shareholders at the Court Meeting and at the General
Meeting. Notices convening the Court Meeting and the General Meeting to be held
on 20 July 2015 at 10.00 a.m. and 10.15 a.m., respectively, at the offices of
Brown Rudnick LLP at 8 Clifford Street, London, W1S 2LQ, accompany the Scheme
Document.
Subject to the approval of the Scheme Shareholders, the sanction of the Court
and the satisfaction or waiver of the other conditions to which the Scheme is
subject, it is expected the Scheme will become effective in July 2015. The
expected timetable of principal events for the implementation of the Offer is
set out below.
Under the terms of the Offer, Enables IT Shareholders will be entitled to
receive:
for each Scheme Share : 1.13 1Spatial Shares
This announcement and the Scheme Document will be available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
1Spatial's and Enables IT's websites at www.1spatial.com and www.enablesit.com,
respectively, by no later than 12 noon on 29 June 2015. 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
while the Scheme Document is being posted to Enables IT Shareholders today, a
hard copy of this announcement will not be sent to you by 1Spatial 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.
Rule 2.10 disclosures
In accordance with Rule 2.10 of the Code, 1Spatial confirms that as at Close of
Business on 25 June 2015 (being the last Business Day prior to the date of this
announcement), it has in issue 378,915,354 ordinary shares of GBP0.01 each. This
is a correction to the number of ordinary shares in issue as disclosed in the
announcement of 18 June 2015, which erroneously included 3,500,000 ordinary
shares of 1Spatial which are held in treasury. The International Securities
Identification Number (ISIN) of the ordinary shares is GB00B09LQS34.
In accordance with Rule 2.10 of the Code and as per the announcement of 18 June
2015, Enables IT confirms that as at Close of Business on 25 June 2015 (being
the last Business Day prior to the date of this announcement), it has in issue
27,284,303 ordinary shares of GBP0.01 each. The International Securities
Identification Number (ISIN) of the ordinary shares is GB00B8T2XV42.
Enquiries:
For further information contact:
1Spatial plc
Marcus Hanke / Claire
Milverton 020 3427 5004
Enables IT Group plc
Michael
Walliss
01372 541 984
N+1 Singer (Financial adviser to 1Spatial)
Shaun Dobson / Lauren
Kettle 020 7496 3000
Cairn Financial Advisers (Rule 3 adviser to Enables IT)
Tony Rawlinson / Emma Earl / Carolyn Sansom 020
7148 7900
Expected timetable of principal events
Event Time and/or date 2015
Latest time for lodging Forms of Proxy for the Court 10:00 a.m. on 16
Meeting July
Latest time for lodging Forms of Proxy for the General 10:15 a.m. on 16
Meeting July
Voting Record Time for the Meetings 6:00 p.m. on 16 July
Court Meeting 10:00 a.m. on 20
July
General Meeting 10:15 a.m. on 20
July
Last day of dealings in, and registration of transfers in 22 July
CREST of Enables IT Shares
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 31 July
New 1Spatial Shares
to be issued to Enables IT Shareholders
The date by which the Scheme must become unconditional 31 December
and effective,
failing which it will lapse (the "Long Stop Date")
Unless otherwise indicated, all references in this document to times are to
London times.
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. The Long Stop 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.
Further information
N+1 Singer, which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively for 1Spatial and no-one else
in connection with the Offer and this announcement and will not be responsible
to anyone other than 1Spatial for providing the protections afforded to clients
of N+1 Singer nor for providing advice in relation to the Offer or the matters
referred to in this announcement.
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.
This announcement is for information purposes only and is not intended to and
does not constitute or form part of an offer to sell or an invitation to
purchase any securities or the solicitation of any vote for approval in any
jurisdiction, nor shall there be any sale, issue or transfer of the securities
referred to in this announcement in any jurisdiction in contravention of
applicable law. The Acquisition will be made solely through the Scheme Document
and the accompanying Forms of Proxy, which will together contain the full terms
and conditions of the Acquisition, including details of how to accept the
Acquisition. Any response in relation to the Acquisition should be made only on
the basis of the information contained in the Scheme Document or any document
by which the Acquisition is made.
This announcement has been prepared for the purpose of complying with the laws
of England and Wales 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 jurisdictions outside the United
Kingdom. The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not resident in
the United Kingdom or who are subject to other jurisdictions should inform
themselves of, and observe, any applicable requirements.
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 the 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.
Information relating to Enables IT Shareholders
Please be aware that addresses, electronic addresses and certain information
provided by Enables IT Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Enables IT may be
provided to 1Spatial during the Offer Period where requested under Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.12(c).
END
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