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1Spatial Planning to Acquire Star-Apic
May 23rd, 2013 by Sanjay Gangal
Article source: 1Spatial
1Spatial plc (AIM:SPA), the Spatial Big Data Company, announces today that the Company has conditionally raised £18 million (before expenses) through the Placing of 300,000,000 new Ordinary Shares at the Placing Price of 6p per share with certain institutional investors, in accordance with the terms set out in the Circular to be published by the Company and posted to shareholders today (the “Circular”).
The net proceeds of the Placing will be used to finance the aggregate consideration for the Acquisition of Star-Apic, provide additional working capital for the Enlarged Group, open a sales and support centre in the Middle East and provide funds for product development, marketing and further potential acquisition opportunities.
The Placing Shares when issued will rank pari passu with the Existing Ordinary Shares and will, following Admission, rank in full for any dividends and distributions paid or made thereafter in respect of the Ordinary Shares.
Application will be made for the Placing Shares to be admitted to trading on AIM. Subject to all relevant conditions being satisfied (or, if applicable, waived), it is expected that dealings in the Placing Shares will commence on AIM at 8.00 a.m. on 13 June 2013. It is expected that definitive evidence of title to the Placing Shares will be delivered under CREST on the date of their Admission where delivery is requested in uncertificated form, or by first class post by 27 June 2013 where delivery is requested in certificated form. No temporary documents of title will be issued.
The Company also announces today that it has entered into an Acquisition Agreement for the acquisition of 75.14% of the issued share capital of Star-Apic.
Under the Acquisition Agreement, the Company has conditionally agreed to pay €5,009,337 which has been calculated on the assumption that the Company has revenues of approximately €8m (of which €5.4m relate to recurring support and maintenance revenues) and a net asset position (which includes net cash) of approximately €1.4m. In addition the Company is paying €120,000 for the assignment to it of the Selling Shareholder Loan. Accordingly the aggregate consideration for the Acquisition is €5,129,337.
Star-Apic is a leading European provider of Geographic Information Systems (“GIS”) software and solutions, specialising in land and infrastructure management. It is headquartered in Belgium, with offices in France and the UK. Its software is used to create, manage, analyse and display geospatial data.
The Directors believe Star-Apic is an important and highly complementary bolt-on acquisition for the Company, significantly enhancing the Company’s capability in the rapidly growing Big Data market.
Acquisition Key Points
The Directors believe that Star-Apic will provide:
The Acquisition and the Placing are conditional on, inter alia, the passing of the Resolutions at the General Meeting, including a special resolution which will give the Directors the required authority to disapply statutory pre-emption rights in respect of the allotment of the Placing Shares.
A General Meeting of the Company will be held at 10.00 a.m. on 12 June 2013 at the offices of Brown Rudnick LLP, which are located at 8 Clifford Street, London W1S 2LQ for the purpose of considering and, if thought fit, passing the Resolutions.
Proposed Director Appointment
The Company also announces today the proposed appointment of David Richards as Deputy Non-Executive Chairman, to be effective upon completion of the Acquisition. David is the CEO, President and co-founder of WANdisco which he founded in 2005. David brings a wealth of experience to the Board, with over 15 years’ executive experience in the software industry, sitting on a number of advisory and executive boards of Silicon Valley start-up ventures.
Commenting on the Placing and Acquisition, Marcus Hanke, Chief Executive of 1Spatial said:
“I am delighted to announce the news today of our Placing and subsequent Acquisition of Star-Apic. 1Spatial is a leading geospatial technology provider with the strategic goals to expand into other geographic markets, enhance and increase our product offerings, and support other vertical sectors. Given the recent success and interest 1Spatial has seen in new markets, such as utilities, and the need to map networks, and gain accurate insight into assets, Star-Apic is seen as a key acquisition opportunity, providing many benefits to support the Group’s expansion plans and goals.”
Star-Apic is Belgium incorporated and a leading European provider of GIS software and solutions, specialising in infrastructure management (mainly utilities) and land management with offices in Belgium, France and the UK. Elyx, its proprietary end-to-end software solution is used to make the best use of geographic data to improve efficiencies and derive business benefits. Over the last three years, Star-Apic has successfully migrated its existing customers onto this new Elyx technology. Like 1SMS, Elyx is based on Oracle database technology. Following the acquisition, it is intended that Elyx will be updated so it can be integrated into 1SMS, thereby making use of the Group’s accuracy and validation engine.
Founded 30 years ago and currently employing 110 people, Star-Apic has three product areas:
Mercator, a tool for the cartographic publishing of maps into paper form, will be a complementary additional product which can be added into 1SMS. The Indoor location data centre software is noncore software but has value. Its value and fit into the Group will be fully assessed post acquisition.
Star-Apic’s audited results for the 12 months’ ended 31 December 2012 were revenues in excess of €8 million (including €5.4 million of support and maintenance revenues) and EBITDA and net profit of €0.1 million. The balance sheet at 31 December 2012 was a net asset position of €1.4 million, including net cash of €1 million. The Company holds a freehold property in Belgium which will be acquired on acquisition. This property is included in the current balance sheet at a zero valuation.
Capitalised terms used in this announcement have the meanings given to them in the Circular.
Copies of the Circular will shortly be available on the Company’s website (www.1Spatial.com) and will also be available at the registered office of the Company at Tennyson House, Cambridge Business Park, Cambridge CB4 0WZ.
For further information please contact: