Announcement • Apr 30

VertiGIS Ltd. completed the acquisition of 1Spatial Plc (AIM:SPA) from a group of shareholders.

VertiGIS Ltd. reached agreement in principle to acquire 1Spatial Plc (AIM:SPA) from a group of shareholders for approximately £87.1 million on December 12, 2025. The Possible Offer at £0.73 per 1Spatial share in cash values the entire issued and to be issued ordinary share capital of 1Spatial at approximately £87.1million. In accordance with Rule 2.9 of the Code, 1Spatial confirms that, as at the close of business on December 11, 2025, 1Spatial's issued ordinary share capital consisted of 111,836,152 ordinary shares of £0.10 each, of which 15,399 were held in treasury, and 226,699,878 non-voting deferred shares of £0.04 each. Therefore, the total number of ordinary shares with voting rights was 111,820,753. The Possible Offer for 1Spatial has received the support from its largest shareholders, collectively representing 33.8% of the company's issued ordinary share capital. VertiGIS has received irrevocable undertakings from Threadneedle Asset Management Limited and Columbia Threadneedle Management Limited, the largest shareholder group, to vote in favor of a firm offer at a price consistent with the Possible Offer. This commitment covers 19,795,840 shares, which account for approximately 17.7% of 1Spatial's issued ordinary share capital. Additionally, VertiGIS has received a non-binding letter of intent from Canaccord Genuity Asset Management, the second largest shareholder, to support the firm offer for 18,028,859 shares, representing about 16.1% of the issued ordinary share capital, Lombard Odier Asset Management (Europe) Ltd., J O Hambro Capital Management Limited, BGF Investments LP, fund managed by Business Growth Fund Limited and Downing LLP in respect of 37,397,391 1Spatial Shares representing, in aggregate, approximately 33.43%. It is expected by 1Spatial and VertiGIS that, should a firm offer be made by VertiGIS, it will be executed by way of a Scheme of Arrangement, but VertiGIS reserves the right to proceed by way of contractual offer. Under Rule 2.6(a) of the Code, VertiGIS must, by not later than 5.00 p.m. on January 9, 2026, either announce a firm intention to make an offer for 1Spatial in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be further extended with the agreement of the Board and the consent of the Panel in accordance with Rule 2.6(c) of the Code. The cash consideration payable to 1Spatial Shareholders under the terms of the Acquisition will be financed by an interim facilities agreement between, among others, VertiGIS and the Sixth Street Financing Entities (i) Sixth Street SLE III Holdco 1 (A), S.à r.l.; (ii) Sixth Street SLE III Holdco 1 (B), S.à r.l; and (iii) Sixth Street SLE III Holdco 1-I (A), S.à r.l comprising of a €155 million interim senior term loan facility. As part of the acquisition, the Enlarged Group will be led by Andy Berry, Chief Executive Officer of VertiGIS. It is intended that the broader executive leadership team will be constructed from both businesses following completion of the Acquisition and following review of functions post completion. It is expected that some of the 1Spatial executive management team will leave the Enlarged Group within the 12 months post-completion. The non-executive directors will cease to be directors of 1Spatial with effect from the Scheme becoming Effective. VertiGIS intends to maintain 1Spatial's existing network of offices and confirms that it intends to maintain 1Spatial's Cambridge, UK office as the Enlarged Group's UK headquarters. VertiGIS has no intentions to redeploy the fixed assets of 1Spatial. VertiGIS does not intend to make any material changes to 1Spatial's research and development function. The Board intends to recommend that offer to 1Spatial shareholders, subject to the satisfactory resolution and agreement of the other terms of the offer and definitive transaction documentation. Transfers of the relevant shares are permitted (i) with VertiGIS's consent to a transferee that enters into a substantially similar irrevocable undertaking, (ii) to the extent required by law or regulation (including the UCITS Directive and the FCA's Collective Investment Schemes Sourcebook), by court order, or at a regulator's request, and (iii) where a discretionary client terminates its mandate, to a replacement manager or custodian, in which case the undertaking lapses in respect of the transferred shares upon completion of such transfer. It is intended that the London Stock Exchange will be requested to cancel trading of 1Spatial Shares on AIM on or shortly after the Effective Date. It is expected that the last day of dealings in 1Spatial Shares on AIM will be the Business Day immediately prior to the Effective Date and that no transfers will be registered after 6.00 p.m. on that date. Upon the Scheme becoming Effective, share certificates in respect of the 1Spatial Shares will cease to be valid and should be destroyed. In addition, entitlements to 1Spatial Shares held within the CREST system will be cancelled on the Effective Date. As soon as practicable after the Effective Date, it is intended that 1Spatial will be re-registered as a private limited company under the relevant provisions of the Companies Act. To become Effective, the Scheme requires, amongst other things, the a) approval of a majority in number of the Scheme Shareholders who vote, representing not less than 75% in value of the Scheme Shares voted, either in person or by proxy, at the Court Meeting; and b) approval by the requisite majority of the Resolutions at the General Meeting necessary in order to implement the Scheme. The transaction is subject to satisfaction of the UK Foreign Direct Investment Condition, French Foreign Direct Investment Condition, Belgian Foreign Direct Investment Condition and statutory approval. The Scheme is subject to the satisfaction or waiver of the Conditions and certain further terms set out in Appendix I, VertiGIS and 1Spatial expect the Acquisition to become Effective during the first half of 2026. If the Scheme does not become Effective on or before the Long Stop Date of September 15, 2026 it will lapse, and the Acquisition will not proceed. As of January 22, 2026, Canaccord Genuity sold 3,000,000 1Spatial Shares and on February 11, 2026, J O Hambro notified VertiGIS that it had sold 1,185,000 1Spatial Shares. The total number of 1Spatial Shares which are subject to the Canaccord Genuity Letter of Intent has reduced to 15,028,859 1Spatial Shares, representing approximately 13.44% and the total number of 1Spatial Shares which are subject to the J O Hambro Letter of Intent has reduced to 2,000,000 1Spatial Shares, representing approximately 1.79%. Agreement was signed on January 21, 2026. As of March 11, 2026, the total number of 1Spatial Shares which are subject to irrevocable undertakings and non-binding letters of intent has, in aggregate, decreased from 58,676,393 to 51,623,364 1Spatial Shares, representing approximately 46.15% of the issued share capital of 1Spatial. As of March 12, 2026 the transaction has been approved by the shareholders of 1Spatial Plc. As of April 13, 2026, 1Spatial has secured UK and Belgian FDI approvals, leaving only the French FDI clearance outstanding provided this is received by April 14, 2026, the Court Sanction Hearing is scheduled for April 16, 2026, with the acquisition expected to become effective on April 29, 2026. As on April 16, 2026, 1Spatial and VertiGIS are pleased to announce that the Court has sanctioned the Scheme. Bidhi Bhoma, Edward Mansfield, Gaya Bhatt, Tim Medak and Euan Brown of Panmure Liberum Limited acted as fairness opinion provider, financial adviser, sole rule 3 adviser, nomination advisor and joint broker for 1Spatial Plc. Adrian West, Ben Lowen, Ingrid Hodgskiss and Elissavet Grout of Travers Smith LLP acted as legal advisor for 1Spatial Plc. Junya VertiGIS Ltd. completed the acquisition of 1Spatial Plc (AIM:SPA) from a group of shareholders on April 29, 2026. The Court Order was delivered to the Registrar of Companies as of April 29, 2026, and accordingly the Scheme has now become Effective in accordance with its terms. As previously advised, trading in 1Spatial Shares on AIM was suspended with effect from April 29, 2026, and the cancellation of trading of 1Spatial Shares on AIM is expected to take place on April 30, 2026. 1Spatial confirms that on April 29, 2026, Andrew Roberts, Francis Small and Peter Massey tendered their resignations as non-executive directors of 1Spatial and will step down from the 1Spatial Board effective that date. Susan Wallace has tendered her resignation and will also step down as company secretary effective April 29, 2026. Claire Milverton and Stuart Ritchie will remain on the 1Spatial Board. In addition, Richard Smith and Andrew Berry have been appointed to the 1Spatial Board and Jens Schmidt has been appointed as company secretary, with all changes effective April 29, 2026.

Total Shareholder Yield	-0.04%
Future Dividend Yield	0%
Dividend Growth	n/a
Next dividend pay date	n/a
Ex dividend date	n/a
Dividend per share	n/a
Payout ratio	n/a

Segment	Dividend Yield
Company (SPA)	n/a
Market Bottom 25% (GB)	2.2%
Market Top 25% (GB)	5.7%
Industry Average (IT)	2.4%
Analyst forecast (SPA) (up to 3 years)	0%

Data	Last Updated (UTC time)
Company Analysis	2026/04/30 22:56
End of Day Share Price	2026/04/28 00:00
Earnings	2025/07/31
Annual Earnings	2025/01/31

Package	Data	Timeframe	Example US Source ^*
Company Financials	10 years	Income statement Cash flow statement Balance sheet	SEC Form 10-K SEC Form 10-Q
Analyst Consensus Estimates	+3 years	Forecast financials Analyst price targets	Analyst Research Reports Blue Matrix
Market Prices	30 years	Stock prices Dividends, Splits and Actions	ICE Market Data SEC Form S-1
Ownership	10 years	Top shareholders Insider trading	SEC Form 4 SEC Form 13D
Management	10 years	Leadership team Board of directors	SEC Form 10-K SEC Form DEF 14A
Key Developments	10 years	Company announcements	SEC Form 8-K

Analyst	Institution
Andrew Murray Darley	Cavendish
Michael Hill	Cavendish
Daniel Ridsdale	Edison Investment Research

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