18 March 2021
1Spatial, a global leader in Location Master Data Management (LMDM) software and solutions, is pleased to announce the completion of the final step in the integration of Geomap-Imagis ("G-I"), which was acquired in May 2019.
Following this final step, our European operations now operate under one regional management structure. As part of the restructuring, two of the G-I founders and former directors will be leaving the business and the parties have agreed to amend the original SPA as explained below. The restructuring will lead to some cost savings, which will allow the business to invest in further expansion.
Commenting on the update, 1Spatial CEO, Claire Milverton, said: "This final step in the integration plan enables us to focus all our resources on maximising our Esri relationship, and speeding up the growth opportunities in our extensive European customer base. Our European team is now structured, focussed and incentivised for growth."
Amendments to Share Purchase Agreement
On 8 May 2019, 1Spatial announced that it had entered into share purchase agreements for the acquisition of G-I. Under the original terms, the Group agreed to pay the vendors consideration, which included €1,166,999 to be satisfied by the issue by 1Spatial of new ordinary shares in the capital of the Company (the "Consideration Shares").
Of the consideration to be satisfied by the issue of the Consideration Shares, €726,459 was satisfied immediately upon Completion, with the balance of €440,540 to be satisfied on 30 March 2023 (the "Deferred Share Consideration Amount"). Accordingly, on Completion the Company issued to the vendors 1,902,686 new ordinary shares (the "Initial Consideration Shares"), subject to a lock up obligation until 31 December 2021.
In connection with completion of the integration of G-I, the Group has entered into an Amendment Agreement with these two GI founders and former directors to amend the terms of the original agreement primarily as follows:
- Release 1,765,173 of the Initial Consideration Shares (the "Released Shares") from the above-mentioned lock up obligation; and
- pay out in cash to certain of the vendors, at the earlier date of 10 September 2022, €408,701 of the Deferred Share Consideration Amount.
Pursuant to the terms of the Amendment Agreement, the Released Shares remain subject to an orderly market provision for 3 months.
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as amended by The Market Abuse (Amendment) (EU Exit) Regulations 2019.