TIDMSPA TIDMAVI
RNS Number : 2009S
1Spatial Holdings Plc
16 November 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
16 November 2011
1Spatial Holdings plc
("1Spatial" or the "Company")
Recommended share offer for 1Spatial by Avisen plc ("Avisen") to
be implemented by means of a Scheme of Arrangement (the
"Scheme")
Revised Timetable
Further to the announcement on 4 November 2011 which detailed a
revised expected timetable of principal events in relation to the
Scheme, the directors of 1Spatial and Avisen announce that the
revised timetable has been amended and that the current expected
timetable of principal events is set out below. The changes made
are that the Directions hearing regarding the Reduction of Capital
will take place on 17 November 2011 instead of 15 November 2011 as
previously stated, and that the Scheme Court Hearing to sanction
the Scheme will take place on 25 November 2011 instead of 23
November 2011 as previously stated.
Expected timetable of principal events: Time and/or Date(1)
Directions hearing regarding the Reduction 17 November 2011
of Capital
Last day of dealings in, and registration 24 November 2011
of transfers in CREST of 1Spatial
Shares
Scheme Record Time 6.00 p.m. on 24 November
2011
1Spatial Shares suspended 7.00 a.m. on 25 November
2011
Scheme Court Hearing to sanction the 25 November 2011
Scheme
Reduction Court Hearing 25 November 2011
Effective Date of the Scheme 25 November 2011
Cancellation of admission of 1Spatial 7.00 a.m. on 28 November
Shares on AIM 2011
Admission of the New Avisen Shares 8.00 a.m. on 28 November
to trading on AIM 2011
Crediting of New Avisen Shares to 28 November 2011
CREST accounts
Latest date for despatch of the share 9 December 2011
certificates of the New Avisen Shares
to be issued to 1Spatial Shareholders
The date by which the Scheme must 29 February 2012
become unconditional and effective
(unless otherwise agreed between 1Spatial
and Avisen), failing which it will
lapse(2)
1. The dates and times above are indicative only and will
depend, inter alia, 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 confirms the
associated Reduction of Capital; and (iii) the Reduction of Capital
is registered by the Registrar of Companies in England and Wales.
If any of the expected dates change, 1Spatial will give adequate
notice of any change by issuing an announcement through a
Regulatory Information Service.
2. This date may be extended by agreement between Avisen and
1Spatial with the consent of the Panel and (if required) the
approval of the Court.
Capitalised terms in this announcement shall have the same
meaning as set out in the Scheme Document.
In accordance with Rule 19.11 of the City Code, a copy of this
announcement will be made available on the Company's website at
www.1spatial.com and Avisen's website at www.avisenplc.com.
Enquiries:
1Spatial Holdings plc: 0122 342 0414
Nic Snape - Chief Executive Officer
Libertas Capital Corporate Finance
Limited: 0207 569 9650
(Financial Adviser and nominated
adviser to 1Spatial)
Sandy Jamieson
Andrew McLennan
Avisen PLC: 020 3427 5004
Marcus Hanke, Chief Executive
Officer
Claire Milverton, Chief Financial
Officer
Strand Hanson Limited: 0207 409 3494
(Financial Adviser and nominated
adviser to Avisen)
James Harris
Andrew Emmott
Paul Cocker
Bishopsgate Communications: 020 7652 3350
Deepali Schneider
Natalie Quinn
Libertas Capital Corporate Finance Limited, which is authorised
and regulated in the UK by the Financial Services 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 Libertas Capital Corporate Finance Limited or for
providing advice in connection with the Offer or any matter
referred to herein.
Stand Hanson Limited, which is authorised and regulated in the
UK by the Financial Services Authority, is acting for Avisen and no
one else in connection with the Offer and this announcement and
will not be responsible to anyone other than Avisen for providing
the protections afforded to clients of Stand Hanson Limited or for
providing advice in connection with the Offer or any matter
referred to herein.
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
pursuant to the Offer or otherwise. The Offer will be made solely
by means of the Scheme Document, which will contain the full terms
and conditions of the Offer, including details of how to vote in
favour of the Scheme. 1Spatial will prepare the Scheme Document to
be distributed to 1Spatial Shareholders. 1Spatial and Avisen urge
1Spatial Shareholders to read the Scheme Document when it becomes
available because it will contain important information in relation
to the Offer.
This announcement has been prepared for the purpose of complying
with English law and the City 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.
Unless otherwise determined by Avisen or required by the City
Code, and permitted by applicable law and regulation, the Offer
will not be made, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and the Offer will not be capable of acceptance
from or 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 a Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this announcement and all
documents relating to the Offer (including custodians, nominees and
trustees) must not mail or otherwise distribute or send them in,
into or from such jurisdictions as doing so may invalidate any
purported acceptance of the Offer.
The availability of the Offer to 1Spatial Shareholders who are
not resident in the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are resident. Persons who
are not resident in the United Kingdom should inform themselves of,
and observe, any applicable requirements. Further details in
relation to overseas shareholders will be contained in the Scheme
Document.
The Offer relates to the shares in an English company and is
proposed to be made by means of a scheme of arrangement provided
for under company law of the United Kingdom. The scheme of
arrangement will relate to the shares of a UK company that is a
'foreign private issuer' as defined under Rule 3b-4 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). A
transaction effected by means of a scheme of arrangement is not
subject to the proxy and tender offer rules under the Exchange Act.
Accordingly, the Offer is subject to the disclosure requirements
and practices applicable in the UK to schemes of arrangement, which
differ from the disclosure requirements of the US proxy and tender
offer rules. Financial information included in the relevant
documentation will have been prepared in accordance with accounting
standards applicable in the UK that may not be comparable to the
financial statements of US companies.
Any securities to be offered pursuant to the Offer as described
in this announcement have not been and will not be registered under
the US Securities Act of 1933, as amended (the "Securities Act"),
or under the securities laws of any state, district or other
jurisdiction of the United States, or of Australia, Canada or
Japan. Accordingly, such securities may not be offered, sold or
delivered, directly or indirectly, in or into such jurisdictions
except pursuant to exemptions from applicable requirements of such
jurisdictions. It is expected that the Avisen Shares to be issued
in the Scheme will be issued in reliance upon the exemption from
the registration requirements of the Securities Act provided by
Section 3(a)(10) thereof. Under applicable US securities laws,
persons (whether or not US persons) who are or will be "affiliates"
(within the meaning of the Securities Act) of 1Spatial or Avisen
prior to, or of Avisen after, the Effective Date will be subject to
certain transfer restrictions relating to the Avisen Shares
received in connection with the Scheme.
If Avisen exercises its right to implement the Offer by way of a
Takeover Offer, the Offer will be made in compliance with
applicable US laws and regulations, including applicable provisions
of the tender offer rules under the Exchange Act, to the extent
applicable.
A copy of this announcement will be made available, free of
charge, at www.1spatial.com.
You may request a hard copy of this announcement, free of
charge, by contacting the Company Secretary of 1Spatial on +44 122
342 0414. 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.
Disclosure requirements of the Takeover Code (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 paper 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 paper
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 paper 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 paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper 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 paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper 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
paper offeror, 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 paper
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 Takeover 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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0) 20
7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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