17:00 Wed 08 May 2019
1Spatial Plc - Placing, Acquisition & Agreement with Esri
1Spatial plc (AIM: SPA)
("1Spatial", the "Company", and together with its subsidiaries, the "Group")
Placing, Acquisition of Geomap-Imagis and Agreement with Esri
Introduction
1Spatial, the global geospatial software and solutions company, is pleased to announce that the Group has entered into two separate share purchase agreements (each a "SPA") to acquire the entire issued share capital of Geomap-Imagis Participations ("Geomap-Imagis") (the "Acquisition"), for total consideration of
Alongside and in conjunction with the Acquisition, 1Spatial
The Company believes that the Partnership Agreement, combined with the Acquisition, will be of significant benefit to the Company's existing European customers in providing them with access to Esri's market leading global GIS platform. In addition to being immediately earnings enhancing, the acquisition offers a combination of specialised vertical business applications and significant 'know-how' in the Group's target sectors, which can be delivered through the combination of 1Spatial
HIGHLIGHTS
- New strategy for 1Spatial
- Acquisition of entire share capital of geospatial software solutions company Geomap-Imagis for a total consideration of
- Geomap-Imagis offers strong strategic fit with the Group - the acquisition is highly synergistic and is expected to be immediately earnings enhancing
- New agreement signed with Esri, strengthening and broadening the ongoing Group's global partnership with Esri and the distributor community
- Esri agreement offers 1Spatial
- Oversubscribed Placing to raise
"We are delighted to announce this new partnership with our global partner Esri and the acquisition of Geomap-Imagis. The deal is immediately earnings enhancing and will significantly strengthen our customer proposition and align our French and Belgian businesses with the strategy of the wider Group as a solution provider with a focus on industry aligned business applications and Location Master Data Management.
Geomap-Imagis operates within 1Spatial's existing markets and is an Esri Gold partner. The acquisition will provide a number of vertically focussed software business applications and will add a new vertical in Facilities Management, an area where we see great potential for our Location Master Data Management offering. We expect to be able to achieve a range of strategic synergies and it offers substantial land and expand potential, in-line with our stated strategy. We look forward to welcoming the Geomap-Imagis employees and customers to the Group"
"We are very pleased to have agreed the deal with 1Spatial, a company that has a customer base, technology platform and a cultural vision very similar to ours.
The deal with 1Spatial will give Geomap-Imagis the financial and organisational structure to grow in our current market in
"This agreement is great news for our continued global partnership and especially for our customers who will benefit from this deeper alliance. We are always looking for opportunities to bring the innovative capabilities of geospatial technology to a broader array of users, especially in growing areas like facilities management."
- END -
For further information, please contact:
1Spatial plc 01223 420 414
Andrew Roberts / Claire Milverton / Nicole Payne
N+1 Singer 020 7496 3000
Shaun Dobson / Lauren Kettle (Corporate Finance)
Tom Salvesen / Mia Gardner (Corporate Broking)
FTI Consulting LLP 020 3727 1000
Dwight Burden / Alex Le May
LEI Code: 213800VG7OZYQES6PN67
The Acquisition
Geomap-Imagis is a geospatial solutions company with a head office in Nimes, southern France, dedicated to providing business applications to the key sectors of Transport, Government, Utilities (including Telecoms) and Facilities Management vertical markets.
Combined with the 1Spatial Europe business, the Board considers there to be significant benefits of the Acquisition to its French and Belgian business, as well as for the enlarged group. These benefits include:
- Aligned customer vertical markets in Government, Utilities, Transport and Facilities Management;
- Aligns to Group's global strategy of being a technology enabled, business applications and solutions provider to the geospatial market in its chosen key vertical sectors;
- Increased scale and market access to customers;
- Strengthening the Group's existing solutions portfolio with additional technology-based solutions and business applications;
- Stronger links with key global partner Esri for increased market access and development of international software solutions;
- Access to a skilled management team and workforce with domain expertise;
- An existing customer base of over 500, providing significant cross-selling and land and expand opportunities for the enlarged group
In the year to
Agreement with Esri
In early 2017 the Company undertook a full strategic review in order to develop a clear direction for growth within the Group; the result of which was the adoption of a strategy to focus on Geospatial sector solutions and business applications, and the Group's Location Master Data Management SaaS platform.
While this strategy has been adopted with ever-increasing success in the UK, USA and Australia, in 1Spatial Europe the Group's platform and go-to-market strategy differs slightly, and it has become increasingly clear to the Board that to realign the direction of the division with the rest of the business organically would require significant further investment. Furthermore, 1Spatial Europe has historically more often found itself in direct competition with Esri in its French-speaking regions, which is in contrast with the rest of the Group, where it considers itself to be a strategic global partner.
The Partnership Agreement with Esri enables 1Spatial Europe's existing clients, should they wish, to migrate to an Esri platform while remaining retained customers of the Company. The terms of Partnership Agreement also provide for training for the 1Spatial team on the Esri software products, in order to facilitate the smooth migration of existing clients. The migration of 1Spatial Europe customers will enable the division to redirect its focus to the development of analytic software and business tools, assisted and accelerated through the addition of Geomap-Imagis.
The Share Purchase Agreements
The first SPA, between 1Spatial, its wholly owned subsidiary 1Spatial France SAS ("1Spatial France"), and certain individual shareholders (the "Majority Vendors"), relates to 80 per cent. of the voting rights of Geomap-Imagis (the "Majority SPA") and the second SPA, between 1Spatial France and Esri France, relates to the remaining 20 per cent. of the voting rights of Geomap-Imagis (the "Esri SPA"). The SPAs have been entered into concurrently and are inter-conditional.
Under the terms of the Majority SPA, the Group shall pay to the Majority Vendors total consideration of
Of the Majority Cash Consideration,
Of the consideration to be satisfied by the issue of the Consideration Shares,
Under the terms of the Esri SPA, 1Spatial France shall pay cash consideration of
The cash consideration payable under the terms of the SPAs will be funded from proceeds of the oversubscribed
Financial Results
The Group expects to release its financial results for the year ended
|
FY18 (£m) |
FY19 (£m) |
Revenue* |
16.9 |
17.6 |
Solutions business revenues |
10.6 |
12.2 |
GIS business revenues |
6.3 |
5.6 |
GIS business revenues - IFRS 15 adjustment |
- |
(0.2) |
|
|
|
Gross Profit |
8.9 |
9.2 |
Gross profit margin |
53% |
52% |
|
|
|
Adjusted EBITDA |
0.4 |
1.2 |
Adjusted EBITDA margin |
2% |
7% |
* As adjusted in FY19 for the impact of IFRS15
On a like-for-like basis at constant currency, revenues in FY19 increased by
In the year, the Group saw licence revenues increase by 12 per cent. to
The Placing
The Company has raised
Pursuant to the terms of a placing agreement entered into between the Company and N+1 Singer in relation to the Placing (the "Placing Agreement"), N+1 Singer has conditionally agreed to use its reasonable endeavours, as agent for the Company, to place the Placing Shares with certain institutional and other investors. The Placing has not been underwritten.
The Placing Agreement contains warranties from the Company in favour of N+1 Singer in relation to, inter alia, relating to the Group and its business. In addition, the Company has agreed to indemnify N+1 Singer in relation to certain liabilities it may incur in respect of the Placing. N+1 Singer has the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, in the event that any of the warranties given to N+1 Singer in the Placing Agreement are untrue or inaccurate in any respect; the failure of the Company to comply in any material respect with its obligations under the Placing Agreement; the occurrence of a force majeure event or a material adverse change affecting the condition, the earnings or business affairs or prospects of the Group as a whole, whether or not arising in the usual course of business or; any statement contained in the Placing Agreement in relation to the Placing is or has become untrue.
Admission
Application has been made for the Placing Shares to be admitted to trading on AIM, with dealings expected to commence at
About 1Spatial
1Spatial is a technology-enabled solutions provider supplying vertically-focused business applications to industry sectors where the accuracy of location and geospatial data is key. It is a global leader in managing geospatial data, with the goal to be a market leader in Location Master Data Management.
1Spatial provides its customers with business-focused applications where there is a reliance on location or geospatial data. It delivers real value by using its patented 1Integrate tool to ensure that the underlying data is current, complete and consistent through the use of automated processes. This ensures that decisions are always based on the highest quality information available.
Our global clients include national mapping and land management agencies, utilities, transportation organisations, government departments, emergency services, defence and census bureaus.
Today - as location data from smartphones, the Internet of Things and great lakes of commercial Big Data increasingly drive commercial decision-making - our technology is used by a wide range of commercial and government organisations from utilities and transport businesses, to facilities management companies.
1Spatial plc is AIM-listed, headquartered in Cambridge, UK, with operations in the UK, Ireland, France, Belgium, Australia and USA.
For more information visit www.1spatial.com
About Geomap-Imagis
Geomap-Imagis is a geospatial software solutions provider focussed on key markets of Transporation, Government, Utilities (including telecommunications) and Facilities Management. The company provides solutions which include ready to market business applications which are Esri platform compliant but also interoperable with other software such as CAD and BIM.
The company's approach is customer orientated with the focus on the customer needs for the business applications. The company has significant Esri and domain expertise and provides solutions which include software, consultancy, training, integration and support.
The Company's primary market is in France with its Head office in Nimes and an offshore facility in Tunisia.
About Esri
Founded in 1969 and headquartered in Redlands, California, Esri is the global market leader in geographic information system (GIS) software, location intelligence, and mapping. The company offers Esri Geospatial Cloud, the most powerful geospatial cloud available, to help customers unlock the full potential of data to improve operational and business results. Today, Esri software is deployed in more than 350,000 organizations including 90 of the Fortune 100 companies, all 50 state governments, more than half of all counties (large and small), and 87 of the Forbes Top 100 Colleges in the U.S., as well as all 15 executive departments of the U.S. Government and dozens of independent agencies. With its pioneering commitment to geospatial information technology, Esri engineers the most advanced solutions for digital transformation, the Internet of Things (IoT), and advanced analytics.
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