TIDMEIT
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
RECOMMENDED ALL SHARE OFFER
by
1SPATIAL PLC
for
ENABLES IT GROUP PLC
Results of Court Meeting and General Meeting
The Boards of 1Spatial plc ("1Spatial") and Enables IT Group Plc ("Enables IT")
are pleased to announce that the resolution to approve the Scheme was passed
today by the requisite majority of Scheme Shareholders at the Court Meeting and
the special resolution to implement the Scheme was also passed by the requisite
majority of Scheme Shareholders at the subsequent General Meeting on the terms
set out in the notice of each meeting.
Terms and expressions used in this announcement shall unless the context
requires, have the same meaning as given to them in the Scheme Document, as
defined below.
The detailed voting results in relation to the Court Meeting and the General
Meeting are summarised below.
COURT MEETING
At the Court Meeting, the resolution to approve the Scheme was duly passed on a
poll by a majority in number of Scheme Shareholders who voted (either in person
or by proxy), representing 99.95 per cent. in value of the Scheme Shares held
by Scheme Shareholders who voted. Details of the votes cast were as follows:
Number of Scheme Shares in Number of Percentage Scheme Shares in
Scheme respect of which Scheme of Scheme respect of which
Shares a vote was cast Shareholders Shareholders a vote was cast
voted as a percentage who voted who voted as a percentage
of the total (%) of the total
number of Scheme number of Scheme
Shares voted (%) Shares (%)
For 14,170,273 99.95 67 7.31 51.94
Against 7,015 0.05 5 0.55 0.02
Total 14,177,288 100.00 72 7.86 51.96
GENERAL MEETING
At the General Meeting, the special resolution to implement the Scheme and
approve certain other related matters as set out in the Scheme Document was
duly passed as a special resolution. Valid proxy votes (including votes
withheld) were received in respect of a total of 14,208,621 Enables IT Shares,
representing 52.08 per cent. of the total number of votes capable of being cast
at the General Meeting. A poll was conducted on the proposed resolution and
the results are detailed below:
Number of Enables IT Percentage of Total issued share
Shares voted Enables IT Shares capital instructed
voted (%) (%)1
For 14,201,739 99.95 52.05
Against 6,849 0.05 0.03
Withheld2 33 - -
Total 14,208,621 100.00 52.08
Notes
1. The proportion of 'Total issued share capital instructed' for the Special
Resolution is the total of votes validly cast for the resolution (i.e. the
total votes 'For' and 'Against' the resolution) expressed as a percentage
of the total issued share capital, being 27,284,303 Enables IT Shares.
1. A vote 'Withheld' is not a vote in law and is not counted in the
calculation of the proportion of votes 'For' or 'Against' the Special
Resolution.
NEXT STEPS
Completion of the acquisition of Enables IT by 1Spatial remains subject to the
satisfaction or (if capable of waiver) waiver of the remaining Conditions,
including the Scheme Court Hearing to sanction the Scheme, which is anticipated
to take place on 23 July 2015. A full list of Conditions to the implementation
of the Scheme is included in the Scheme Document published on 26 June 2015
("Scheme Document").
Assuming the Scheme is sanctioned at the Scheme Court Hearing, in accordance
with Rule 41 of the AIM Rules for Companies, application has been made to the
London Stock Exchange for cancellation of Enables IT Shares to trading on AIM
to become effective at 7am on 24 July 2015. Conditional on Court sanction of
the Scheme and the Scheme becoming effective, the last day of dealing in
Enables IT Shares is expected to be 22 July 2015 and the Enables IT Shares are
expected to be suspended from 7:30am on 23 July 2015.
The New 1Spatial Shares, to be allotted to existing Scheme Shareholders
pursuant to the Scheme, are expected to be admitted to trading on AIM on 24
July 2015.
TIMETABLE
The expected timetable of principal events for implementation of the Scheme was
set out on page 11 of the Scheme Document and the expected timetable of
remaining events is set out below:
Event Time and/or date1
2015
Last day of dealings in, and registration of 22 July
transfers in 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 7:00 a.m. on 24 July
AIM
Admission of the New 1Spatial Shares to trading on 8:00 a.m. on 24 July
AIM
Crediting of New 1Spatial Shares to CREST accounts 24 July
Latest date for despatch of the share certificates 31 July
of the New 1Spatial Shares to be issued to Enables
IT Shareholders
The date by which the Scheme must become 31 December
unconditional and effective, failing which it will
lapse2
Notes
1. 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. All references to
time in this announcement are to London time.
2. This 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.
Enquiries:
Enables IT Group plc Via Redleaf Polhill
Michael Walliss, CEO enablesit@redleafpr.com
1Spatial plc 020 3427 5004
Marcus Hanke/ Claire Milverton
Cairn Financial Advisers LLP (Rule 3 adviser 020 7148 7900
to Enables IT)
Tony Rawlinson/ Emma Earl/ Carolyn Sansom
N+1 Singer (Financial adviser to 1Spatial) 020 7496 3000
Shaun Dobson / Lauren Kettle
Further information
This announcement is not intended to, and does not, constitute or form any part
of an offer to sell or an invitation to purchase, otherwise acquire, or
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
nor shall there be any sale, issuance or transfer of securities of Enables IT
in any jurisdiction in contravention of applicable law. The Offer will be made
solely by means of the Scheme Document, which contains the full terms and
conditions of the Offer.
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
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 announcement and the Scheme 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 http://
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.
Publication on website and hard copies
A copy of this announcement will be available, subject to certain restrictions
relating to persons resident outside the United Kingdom and Jersey, on Enables
IT's website (www.enablesit.com) by no later than 12 noon on the Business Day
following this announcement. For the avoidance of doubt, the contents of that
website are not incorporated by reference and do not form part of this
announcement.
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 a hard copy of this announcement will not be sent to you
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.
END
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