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. 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 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.

Bidhi Bhoma, Edward Mansfield, Gaya Bhatt, Tim Medak and Euan Brown of Panmure Liberum Limited acted as financial advisor for 1Spatial Plc. Travers Smith LLP acted as legal advisor for 1Spatial Plc. Junya Iwamoto and Alexander Lawless of Raymond James Financial International, Ltd. acted as financial advisor for VertiGIS Ltd. and Battery Ventures L.P. Latham & Watkins LLP acted as legal advisor for VertiGIS Ltd. and Battery Ventures L.P.