1Spatial amends terms of Enables IT disposal

Geospatial software and solutions company 1Spatial has entered into an agreement to amend the terms of the share purchase agreement dated 14 March 2018, which related to the disposal of 80.1% of the issued share capital of Enables IT Group to Champall Consultancy.

The AIM-traded firm said that under the original terms of the share purchase agreement, Champall was granted an option to acquire 1Spatial's remaining 19.9% interest in Enables for an exercise price of £0.1m.

Under the terms of the amendment agreement, the call option price was now reduced to £0.02m, and would become payable on the earlier of either the final business day of January 2020, the sale by Champall of all or part of its holding in Enables, or the disposal of all or a substantial part of the business or assets of Enables or its subsidiary, Enables IT.

Additionally, 1Spatial said that subject to the subsidiary achieving an EBITDA margin of no less than 10% for the financial year ending 30 June 2020, Champall would make an additional one-off payment to 1Spatial equalling 15% of the subsidiary's EBITDA figure for that financial year.

It said the one-off payment would be paid within 30 business days of the date of publication of the subsidiary's accounts for the 2020 financial year.

In addition, under the terms of the amendment agreement, Champall said it had released 1Spatial from any claims that Champall may have against 1Spatial under the tax covenant and warranties in the share purchase agreement.

Finally, the subsidiary had provided 1Spatial with an indemnity for any loss that it could suffer as a result of the statutory guarantees in respect of audit exemptions provided by 1Spatial to both Enables in relation to audit exemptions in respect of its annual accounts for the 2016 and 2017 financial years, and the subsidiary in relation to an audit exemption in respect of its annual accounts for the 2016 financial year.

The amendments reflected in the terms of the amendment agreement would take effect subject to a bona fide arm's length third party investor completing an investment of at least £0.1m in Enables.

1Spatial said it expected that Champall would exercise the option immediately following completion of the investment.

“In line with our strategy, the disposal allows us to fully focus on our core global geospatial business whilst removing future potential liabilities,” said 1Spatial chief executive officer Claire Milverton.

“1Spatial remains well positioned to deliver against its strategy of selling innovative spatial solutions to our customers across our three key sectors.”