Highlights

  • VertiGIS proposes GBP 0.73 per 1Spatial share, valuing the company at approx. GBP 87.1m.
  • The offer represents a 57% premium to the last closing price and 52% above three-month VWAP.
  • 1Spatial Board intends to recommend the possible offer if formalized under Rule 2.7 of the Code.

1Spatial plc (LSE:SPA) and VertiGIS Ltd, backed by Battery Ventures, have reached agreement in principle on the key terms of a potential cash offer for all issued and to be issued ordinary shares of the Company at GBP 0.73 per share. The total valuation of the Company, including 1,313,973 options under the FY2025 Employee Share Plan, is estimated at approximately GBP 87.1m.

Premium Compared to Market Prices
The proposed price reflects a 57.0% premium to 1Spatial’s closing price of GBP 0.465 on 11 December 2025, a 51.5% premium to the volume-weighted average price (VWAP) over the three months ended 11 December 2025, and a 53.2% premium to the six-month VWAP of GBP 0.476.

Shareholder Support
The Possible Offer has received backing from shareholders holding 33.8% of the issued ordinary share capital. VertiGIS has secured irrevocable undertakings from Threadneedle Asset Management Limited and Columbia Threadneedle Management Limited, covering 17.7% of the share capital, and a non-binding letter of intent from Canaccord Genuity Asset Management, representing 16.1% of the shares.

Board Considerations
The 1Spatial Board noted that while it remains confident in the Company’s prospects as an independent entity, the Possible Offer provides a cash valuation above recent trading levels and accelerates the Company’s ability to scale under private ownership. The Board also highlighted the strategic fit with VertiGIS, a global enterprise geospatial software provider, which could support broader product adoption and international distribution.

Next Steps and Code Compliance
An “Offer Period” has commenced under the Takeover Code. VertiGIS must announce a firm intention to make an offer by 5.00 p.m. on 9 January 2026 or confirm it does not intend to proceed. VertiGIS may also vary the form or mix of consideration or make an offer on less favorable terms with the Board’s agreement or under other Code provisions. Shareholders are not required to take any action at this stage.

Share Price Snapshot
SPA was trading at GBX 67.00 per share as of 12 December 2025.