**Summary**
**Possible Offer for 1Spatial Plc**
On December 12, 2025, 1Spatial Plc (AIMSPA) announced a possible cash offer from VertiGIS Ltd, a portfolio company of Battery Ventures, for its entire issued and to-be-issued ordinary share capital at **73 pence per share**. This values 1Spatial at approximately **£87.1 million**, representing a premium of **57.0%** to the previous days closing price and **51.5%** to the 3-month volume-weighted average price.
**Key Highlights**
**Support from Major Shareholders** The offer has received backing from 1Spatials largest shareholders, representing **33.8%** of issued ordinary shares. Threadneedle Asset Management and Columbia Threadneedle Management (17.7% combined) have provided irrevocable undertakings, while Canaccord Genuity Asset Management (16.1%) has given a non-binding letter of intent.
**Strategic Rationale** The Board believes the offer provides certainty, fair value, and liquidity for shareholders, while enabling accelerated growth under private ownership. It also sees a compelling strategic fit with VertiGIS, a global geospatial software provider, to enhance 1Spatials product adoption and international reach.
**Board Recommendation** The Board intends to recommend the offer to shareholders if a firm offer is made under Rule 2.7 of the City Code on Takeovers and Mergers, subject to satisfactory terms and documentation.
**Next Steps** VertiGIS must announce a firm intention to make an offer or withdraw by **January 9, 2026**. The transaction is expected to be executed via a Scheme of Arrangement, though VertiGIS reserves the right to proceed with a contractual offer.
**Background and Reasons**
The Board acknowledges 1Spatials standalone potential but views the offer as an attractive valuation and liquidity opportunity, especially in the context of market conditions for UK small-cap tech companies. The deal would allow increased investment in growth initiatives, free from public market constraints.
**Advisors**
**1Spatial** Panmure Liberum (Financial Adviser, NOMAD), Cavendish (Joint Broker), Travers Smith LLP (Legal Adviser).
**VertiGIS/Battery** Raymond James (Financial Adviser), Latham & Watkins LLP (Legal Adviser).
**Important Notes**
The announcement contains forward-looking statements subject to risks and uncertainties. Shareholders are advised to take no action until further updates. The offer is subject to regulatory approvals and conditions.
**Appendix A** Details irrevocable undertakings and letters of intent from major shareholders, outlining conditions for lapsing or transferring shares.
**End of Summary.**