TIDMSPA TIDMAVI
RNS Number : 5320R
1Spatial Holdings Plc
04 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
4 November 2011
1Spatial Holdings plc
("1Spatial" or the "Company")
Employee Representatives Opinion
1Spatial announces that it has today published the opinion from
its employee representatives on the effects of the Offer by Avisen
on employment on its website at www.1Spatial.com in accordance with
Rule 25.9 of the Code.
Capitalised terms in this announcement have the same meanings as
set out in the Scheme Document.
A copy of this announcement will be made available on the
Company's website at www.1spatial.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
Bishopsgate Communications: 020 7652 3350
Deepali Schneider
Natalie Quinn
Libertas Capital Corporate Finance, 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 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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