Own shares
The Group has 319,635 ordinary shares of 10p each and 3,500,000 deferred shares with a nominal value of 4p each held in treasury. The consideration paid was £306,000.
Earnings/(loss) per ordinary share
Basic (loss)/profit per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year.
|
2021 £’000 |
2020 £’000 |
|
|
Loss attributable to equity shareholders of the Parent |
(1,125) |
(1,485) |
|
2021 Number 000s |
2020 Number 000s |
|
|
Ordinary shares with voting rights |
110,486 |
107,284 |
|
Deferred consideration payable in shares |
1,394 |
1,154 |
|
Basic weighted average number of ordinary shares |
111,880 |
108,438 |
|
Impact of share options/LTIPS |
2,495 |
1,743 |
|
Diluted weighted average number of ordinary shares |
114,375 |
110,181 |
|
2021 Pence |
2020 Pence |
|
|
Basic and diluted loss per share |
(1.0) |
(1.4) |
Basic loss per share and diluted loss per share are the same because the options are anti-dilutive. Therefore, they have been excluded from the calculation of diluted weighted average number of ordinary shares.
Post balance sheet events
Amendments to Geomap-Imagis Share Purchase Agreement (SPA)
The final step in the integration of Geomap-Imagis (“G-I”), which was acquired in May 2019, was completed in March 2021. As part of the restructuring, two of the G-I founders and former directors will be leaving the business and the parties agreed to amend the original SPA as explained below.
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 ordinary shares (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 in March 2021 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.
Availability of annual report and financial statements
Copies of the Company's full annual report and financial statements are expected to be posted to shareholders in due course and, once posted, will also be made available to download from the Company's website at
www.1spatial.com
.
