Proposed acquisition of 1Spatial Group Limited

 

TIDMIQH 
 
RNS Number : 6663T 
IQ Holdings plc 
01 October 2010 
 

                                                                  1 October 2010 
 
 
 
                                IQ Holdings plc 
                        ("IQ Holdings" or the "Company") 
 
 
          Proposed acquisition of 1Spatial Group Limited ("1Spatial") 
                              Share Consolidation 
                          Admission to trading on AIM 
                            Notice of General Meeting 
 
Key Points 
 
·      IQ Holdings ("IQ") has reached an agreement to acquire the entire issued 
share capital of 1Spatial Group Limited ("1Spatial") 
·      1Spatial is a leading provider of products and services that enable 
clients to collect, audit, manage, modify and reuse geospatial (location based) 
data 
·      Current clients include Ordnance Survey, Environment Agency, Cable and 
Wireless, Royal Air Force, and The Scottish Government 
·      Following completion of the Acquisition, it is proposed that the name of 
the Company be changed to 1Spatial Holdings plc in order to reflect the new 
business strategy 
 
·      On completion, the Board members of IQ will step down and the current 
1Spatial Board members will take their place 
 
 
IQ Holdings, the investment group, is pleased to announce that it has today 
reached an agreement to acquire the entire issued share capital of 1Spatial 
Group Limited, a leading provider  of  products and services that enable clients 
to collect, audit, manage, modify and reuse geospatial (location based) data. 
Pursuant to the AIM Rules for Companies, the Acquisition will constitute a 
reverse takeover and will be subject to shareholder approval. 
 
Shareholder approval will be sought at a General Meeting of the Company to be 
held on 18 October 2010. A resolution to effect a share consolidation through 
the conversion of every 1,000 Existing IQ Shares of 0.004p each into one IQ 
Share of 4p each will also be put to IQ Shareholders at the General Meeting. A 
circular ("Circular"), which comprises an admission document, is being sent to 
IQ Shareholders today and will be available on the Company's website.  The 
Circular sets out the background to and reasons for the Acquisition, as well as 
explaining why the Directors consider the Acquisition to be in the best 
interests of the Company and unanimously recommend that IQ Shareholders vote in 
favour of the GM Resolutions. 
 
1Spatial provides an intelligent data quality and integration platform for 
organisations worldwide that need to trust their location-based information. 
The solutions and services provided are well suited for organisations, which 
handle high volumes of business critical location-based data.  To date, 1Spatial 
has had significant success in the UK & Ireland, Mainland Europe and Asia 
Pacific and, therefore, the priority focus will remain on these geographic 
segments. 
 
1Spatial sells its technology and services to a wide range of organisations, all 
of whom create or use information which has a location-based element.  These 
organisations include national mapping and charting agencies, public sector 
organisations, energy and utilities, telecommunications, transport and 
distribution and defence. (Current clients include Ordnance Survey, Environment 
Agency, Cable and Wireless, Royal Air Force, and The Scottish Government) 
 
Following completion of the Acquisition, it is proposed that the name of the 
Company be changed to 1Spatial Holdings plc in order to reflect the new business 
strategy. 
 
The current Directors of 1Spatial are Nic Snape, Dr Mike Sanderson, Peter 
Bullock, Duncan Guthrie, and Steve Berry.  On completion of the Acquisition, 
David Marks, Russell Darvill and Julian Green will step down from the Board and 
the 1Spatial Directors will be appointed to the Board in their place.  In 
addition, it is proposed that Mr Marcus Hanke be appointed to the Board as an 
independent Non-Executive Director.  Further details of the Proposed Directors 
following Admission are set out in the Circular. 
 
The Directors of IQ, who have been so advised by Libertas, consider that the 
terms of the Acquisition are fair and reasonable and in the best interests of 
the Company and IQ Shareholders as a whole. Accordingly, the Directors of IQ 
unanimously recommend that IQ Shareholders vote in favour of the GM Resolutions 
to be proposed at the General Meeting 
 
 
Commenting on the proposed Acquisition David Marks, Chairman of IQ Holdings, 
said: "We have been looking at potential acquisition candidates for some time 
now and we believe that 1Spatial offers our shareholders a significant 
opportunity. 
 
"1Spatial's management has a wealth of experience within the data sector and has 
steadily grown the business, both organically and through acquisition. The 
Company has a proven financial track record and a solid business model which we 
believe offers considerable growth potential." 
 
 
 
                                    --END-- 
 
 
 
 
For further information please contact: 
 
 
IQ Holdings plc 
David Marks 
        [phone] 
 
Libertas Capital Corporate Finance Limited 
Sandy Jamieson 
      [phone] 
 
Rivington Street Corporate Finance 
Peter Greensmith 
     [phone] 
 
Bishopsgate Communications 
Gemma O'Hara / Siobhra Murphy                                               +44 
(0)20 75623350 
 
 
Background on IQ Holdings 
On 1 February 2010, the Company announced the completion of the disposal of its 
two remaining trading businesses, Rosslyn Research Limited and Viewpoint Field 
Services Limited.  Following the Disposal, the Company effectively became a cash 
shell and was classified under the AIM Rules as an Investing Company.  The 
Company is required to make an acquisition or acquisitions which constitute a 
reverse takeover under the AIM Rules or otherwise implement its investing policy 
within twelve months of the date of the general meeting to approve the disposal, 
failing which the Company's ordinary shares will be suspended from trading on 
AIM. 
 
Subsequent to the disposal of Rosslyn and Viewpoint, the Company reorganised and 
reduced its share capital and then distributed to IQ Shareholders the majority 
of the shares in Rivington Street Holdings which it received as the 
consideration for the sale of Rosslyn and Viewpoint. 
 
On 30 April 2010, the Company announced that it had raised GBP150,000 by way of 
a share placing and, on 26 May 2010, announced that it had raised a further 
GBP100,000 by the issue of Convertible Loan Notes. IQ is currently a cash shell 
and it was the stated intention of the Board to find a suitable company to 
reverse into IQ. 
 
Subsequent to the year end, Julian Green was re-appointed to the Board as a 
non-executive Director and Russell Darvill was also appointed as a Director. 
Both of these appointments were made with a view to facilitating the reversal of 
a suitable business into IQ. On 17 June 2010, Tim Hearley resigned as Chairman 
so as to devote his time to other business activities, and David Marks was 
appointed in his place. 
 
 
Background to and terms of the Acquisition 
1Spatial is a privately owned company which currently has 29 shareholders. The 
Acquisition is to be effected by means of the Offer to 1Spatial Shareholders on 
the basis of approximately 16.345 of the consolidated IQ Shares for each 
1Spatial Share held. The 1Spatial Shares will be acquired with full title 
guarantee and free from all liens, charges and encumbrances and together with 
all rights attaching to them at Completion, including the right to receive all 
dividends and other distributions declared, paid or made after Completion, apart 
from the dividend of GBP199,563 in aggregate for the financial year ended 30 
June 2010. 
 
Based on a share price of 0.05p per Existing IQ Share as at close of business on 
30 September 2010, the Offer values the entire issued share capital of 1Spatial 
at GBP9.54 million. In the event that the Offer is accepted in full by all the 
1Spatial Shareholders, 1Spatial Shareholders will hold 90 per cent. of the 
enlarged issued share capital of IQ. 
 
1Spatial Shareholders representing 81.2 per cent. of the existing issued share 
capital of 1Spatial have signed irrevocable undertakings to accept the Offer. 
Further details of the irrevocable undertakings are set out in the Circular. 
Once it has gained acceptances of the 1Spatial Shares which are the subject of 
these irrevocable undertakings, IQ intends to take measures to compulsorily 
acquire any outstanding 1Spatial Shares of any 1Spatial Shareholder who does not 
accept the Offer using the compulsory transfer provisions set out in article 6.5 
of the Articles of Association of 1Spatial and/or compulsory acquisition 
provisions in the Companies Act 2006. This would enable IQ to acquire 100 per 
cent. of the issued share capital of 1Spatial. 
 
The holders of the Convertible Loan Notes have undertaken to convert their notes 
conditional upon 
Admission into 333,333 IQ Shares. 
 
Directors 
The current directors of 1Spatial are Nic Snape, Dr Mike Sanderson, Peter 
Bullock, Duncan Guthrie, and Steve Berry.  On completion of the Acquisition, 
David Marks, Russell Darvill and Julian Green will step down from the Board and 
the 1Spatial directors will be appointed to the Board in their place.  In 
addition, it is proposed that Mr Marcus Hanke be appointed to the Board as an 
independent non-executive director.  Further details of the Proposed Directors 
following Admission are set out in the Circular. 
 
Further information on 1Spatial 
Takeover Code 
Under Rule 9 of the Takeover Code if any person acquires an interest in shares 
which, when taken together with shares in which he and persons acting in concert 
with him are already interested, carry 30 per cent. or more of the voting rights 
of a company which is subject to the Code, that person is normally required to 
make a general offer in cash to all shareholders in the company at the highest 
price paid by him or any person acting in concert with him for an interest in 
such shares within the preceding 12 months. 
 
In addition, Rule 9 of the Takeover Code also provides that if any person, 
together with persons acting in concert with him, is interested in shares which 
in the aggregate carry not less than 30 per cent. of the voting rights of a 
company which is subject to the Code but does not hold shares carrying more than 
50 per cent. of such voting rights, and such person, or any person acting in 
concert with him, acquires an interest in any other shares which increases the 
percentage of shares carrying voting rights in such company in which he is 
interested, that person is normally required to make a general offer in cash to 
all shareholders in the company at the highest price paid by him or any person 
acting in concert with him for an interest in such shares within the preceding 
12 months. 
 
The Takeover Panel has determined that Dr Mike Sanderson, Nic Snape, Peter 
Bullock, Duncan Guthrie, Chris Wright, Steve Berry, Steve Ramage, Dr Paul 
Watson, Mr Seamus Gilroy, Mr P A Woodsford, Mr D Allen, Dr M I Beare, Mr M S 
Gregory, Mr R W Chell, Mrs M S Hacker, Dr T D Bevan and Mr S Lessware who are 
current shareholders in 1Spatial, will form a concert party in IQ following 
completion of the Acquisition. Dr T D Bevan and Mr S Lessware, who hold options 
in 1Spatial, will also become members of the 1Spatial Concert Party. The largest 
shareholder in the 1Spatial Concert Party is Dr M S Sanderson, who currently 
holds 35.4 per cent. of the issued share capital of 1Spatial. Further details on 
the 1Spatial Concert Party are set out in the Circular. The 1Spatial Concert 
Party may hold up to approximately 82.8 per cent. of the enlarged share capital 
of IQ upon completion of the Acquisition, assuming full acceptance of the Offer. 
Therefore, following completion of the Acquisition, the 1Spatial Concert Party 
would normally be required to make a general offer in cash to all shareholders 
in the Company at the highest price paid by him or any person acting in concert 
with him for an interest in such shares within the preceding 12 months. 
 
Following the Acquisition, Dr M S Sanderson may hold up to 31.9 per cent. of the 
Company's voting share capital, assuming full acceptance of the Offer, and would 
normally be required to make a general offer in cash to all shareholders in the 
Company at the highest price paid by him or any person acting in concert with 
him for an interest in such shares within the preceding 12 months. 
 
The Takeover Panel has received letters from IQ Shareholders representing 53 per 
cent. of the issued share capital of IQ confirming that, inter alia, they would 
not accept an offer made by member of the 1Spatial Concert Party or Dr M.S. 
Sanderson under Rule 9 of the Takeover Code as a result of the completion of the 
Acquisition as set out above. Further details on the IQ Shareholders who have 
signed the letters are set out in the Circular. The Takeover Panel has 
consequently granted a waiver to the 1Spatial Concert Party and to Dr M. S. 
Sanderson from making an offer under Rule 9 of the Takeover Code which would 
otherwise be required on completion of the Acquisition. 
 
Following the Acquisition, the 1Spatial Concert Party will be able, subject to 
Note 4 on Rule 9.1 of the Takeover Code, to acquire further shares in the 
Company without incurring any obligation under Rule 9 to make a general offer, 
although an individual member of the 1Spatial Concert Party may subsequently be 
required to make a general offer under Rule 9 of the Takeover Code if he 
acquires an interest in any other IQ Shares which increases his overall interest 
in IQ Shares under the circumstances set out above. 
 
Lock-in and orderly market arrangements 
Under the terms of the Offer, each of the 1Spatial Shareholders who accepts the 
Offer undertakes that he or she will not (and will procure that any person with 
whom he or she is connected will not) sell or otherwise dispose of any interest 
in IQ Shares which he or she acquires on acceptance of the Offer, save in 
limited circumstances such as, inter alia, a takeover of IQ becoming or being 
declared unconditional; the giving of an irrevocable undertaking to accept an 
offer; or a disposal pursuant to a court order, or required by law or any 
competent authority. Each of the 1Spatial Shareholders who accepts the Offer has 
also undertaken that for a further period of 12 months after the first 
anniversary of the date of Admission, he or she will not (and will use all 
reasonable endeavours to procure that no person connected with him or her shall) 
dispose of any IQ Shares, save in certain limited circumstances, without the 
consent of IQ's broker (such consent not to be unreasonably withheld). 
 
Change of accounting reference date 
 
It is proposed that IQ's financial year end will be changed from 31 March to 30 
June. The Enlarged Group will therefore report audited financial information on 
the basis of a 15 month accounting period to 30 June 2011, and then annually 
thereafter. The Proposed Directors intend to publish an interim financial report 
on the Enlarged Group for the nine months to 31 December 2010 on or before 31 
March 2011. 
 
General Meeting 
The Circular contains notice of the General Meeting of the Company which is to 
be held on 18 October 2010 at 10.00 in Edwin Coe LLP, 2, Stone Buildings, 
Lincoln's Inn, London WC2A 3TH. Resolutions will be proposed to approve the 
Acquisition, to consolidate the Existing IQ Shares into IQ Shares, to appoint 
the Proposed Directors, and to change the name of the Company to 1Spatial 
Holdings plc. 
 
Circular 
A copy of the Circular is available on the Company's website 
at www.iqholdings.co.uk 
Libertas 
Libertas Capital Corporate Finance Limited, which is regulated and authorised in 
the United Kingdom by the Financial Services Authority, is acting exclusively 
for the Company and not acting for any other person and will not be responsible 
to any person for providing the protections afforded to its customers or for 
advising any other person on the contents of any part of this announcement.  The 
principal place of business of Libertas Capital Corporate Finance Limited is 16 
Berkeley Street London W1J 8DZ. 
 
 
About 1Spatial Group 
 
1Spatial provides an intelligent data quality and integration platform for 
organisations worldwide that need to trust their location-based information. 
The solutions and services provided are well suited for organisations, which 
handle high volumes of business critical location-based data. 
 
By automating the transformation of complex, distributed and error prone data 
into accurate and valuable information, organisations can: 
 
·      Improve operational efficiency; 
·      Reduce costs; 
·      Manage compliance; and 
·      Improve decision-making. 
 
Location data is business critical. This data increasingly underpins intra and 
inter business processes across a wide range of organisation, enabling efficient 
delivery of policies, procedures and customer services.   Information is most 
beneficial when it is accessible, easily shared and trusted which means data 
must be integrated effectively into daily business operations and data quality 
guaranteed. 
 
Considerable problems around the usability, accuracy and timeliness of the data 
held by public and private sector organisations have been identified.  Studies 
and reports show that having a better understanding of location information 
within a consistent framework would alleviate these problems and provide 
significant benefits.  This claim is validated in the report by the Geographic 
Information Panel, (November 2008) "Place matters: the Location Strategy for the 
United Kingdom". 
 
"Current users of geographic information spend 80 per cent of their time 
collating and managing the information and only 20 per cent analysing it to 
solve problems and generate benefits. We need to address this imbalance." 
 
"Currently too few government-owned datasets that incorporate location can be 
easily assembled and analysed with reliability from across local and central 
government bodies. There remains too much duplication, too little reuse and too 
few linkages across datasets which are required to support policy 
implementation." 
 
1Spatial provides an integrated set of solutions and services that will automate 
the process of turning the unreliable, siloed data sets into accurate and 
valuable information. 
 
Markets and Geographic Focus 
 
1Spatial sells its technology and services to a wide range of organisations all 
of whom create or use information which has a location-based element.  These 
organisations include national mapping and charting agencies, public sector 
organisations, energy and utilities, telecommunications, transport and 
distribution and defence. 
 
To date, 1Spatial has had significant success in the UK & Ireland, Mainland 
Europe and Asia Pacific and, therefore, the priority focus will remain on these 
geographic segments. 
 
This focus is reinforced by commonalities in defined government programmes. 
These government programmes are designed to establish infrastructures that 
support policies and/or activities that will ultimately have an impact on the 
environment. INSPIRE, a directive which became European law on 15th May 2007, 
lays down requirements to establish an infrastructure for spatial information in 
Europe.  It aims to make available relevant, harmonised and high quality 
geographic information to support formulation, implementation, monitoring and 
evaluation of policy.  In Australia, similar practices apply.  The 
implementation of a Spatial Data Infrastructure (SDI) means that any data 
collected at state level must be integrated to provide data sets for cross state 
border and national level planning and environmental management. 
 
 
Key Strengths and Market Opportunities 
 
+------------------------------------------------------------+ 
| Key Strengths                                              | 
+------------------------------------------------------------+ 
| ·    A blue-chip client list built up over 40 years.       | 
+------------------------------------------------------------+ 
| ·    Combining straight-through processing (STP)           | 
| methodology and business process interoperability enables  | 
| organisations to streamline and optimise the flow of their | 
| location-based information and minimise processing costs   | 
| as manual efforts are significantly reduced.               | 
+------------------------------------------------------------+ 
| ·    Empower knowledge workers with the ability to define, | 
| share and maintain business rules and workflows without    | 
| the need for specialist IT or development skills.          | 
+------------------------------------------------------------+ 
| ·    The ability to perform automated, intelligent data    | 
| processing is underpinned by 1Spatial's Object-Orientated  | 
| technology approach.                                       | 
+------------------------------------------------------------+ 
| ·    Design, development, sales, services including        | 
| training and documentation are all quality management      | 
| certified by ISO9001:2000.                                 | 
+------------------------------------------------------------+ 
 
+------------------------------------------------------------+ 
| Market Opportunities                                       | 
+------------------------------------------------------------+ 
| ·      Regulatory requirements (INSPIRE) mean the need for | 
| all public sector organisations to ensure their            | 
| location-based information is managed and shared within a  | 
| consistent reference framework.  (Source:                  | 
| http://inspire.jrc.ec.europa.eu/)                          | 
+------------------------------------------------------------+ 
| ·      UK Location Strategy is a UK pan-government         | 
| initiative to improve the sharing and re-use of public     | 
| sector location information.  This initiative presents an  | 
| opportunity to introduce new, innovative, and joined up    | 
| service for government, business and citizens.  (Source:   | 
| http://location.defra.gov.uk and Geographic Information    | 
| Panel, (November 2008) "Place matters: the Location        | 
| Strategy for the United Kingdom"                           | 
+------------------------------------------------------------+ 
 
 
Objectives 
 
·      To accelerate the revenue growth of the Company by exploiting the 
technical investment already made and the key successes achieved to date. 
·      To grow the Company organically and through acquisitions, both 
domestically and internationally. 
 
Strategy 
·      To exploit 1Spatial's growing reputation, the market opportunity that is 
developing and its offerings. 
·      To transform a professional, profitable services company into a 
high-growth, high-margin, knowledge engineering company. 
 
The Proposed Directors intend to achieve this by: 
·      Building and marketing smart components that will generate increased 
licence revenue, enabling recurring revenue. 
·      Exploiting the architecture of its products to develop a 
Software-as-a-Service business model. 
·      Operating through an integrated sales and delivery process to minimise 
risk and maximise customer satisfaction. 
·      Delivering high volume, high margin services to enable organisations to 
automate their processes and improve productivity and consistency of the 
information they provide. 
·      Entering into long-term, high value maintenance contracts managed under 
service level agreements, combining support with system enhancements. 
·      Develop the infrastructure and market a hosted service based offering 
that will support the next phase of growth by enabling companies in the 
Knowledge Sector to obtain control of and harmonise their data and information. 
·      Acquisitions in Europe and Australia to replicate the successful business 
model employed in the UK thus maximizing growth potential whilst minimizing risk 
through geographical spread. 
 
 
The Proposed Directors believe that strong organic growth can best be levered by 
acquiring companies in continental Europe and Australia to exploit INSPIRE and 
the Australia Spatial Data Infrastructure in particular.  The opportunity for 
growth is further heightened by other government initiatives including Public 
Data Transparency Principles (source:  http://data.gov.uk, 2010) and Shared 
services and data collaboration initiatives (source:  Local Government 
Improvement and Development, 2010). 
 
The total spend in order for national and regional organisations to comply with 
the European project INSPIRE has been forecast at around EUR230m between now and 
2020.  Source:  INSPIRE Infrastructure for Spatial Information in Europe - 
Extended Impact Assessment of INSPIRE, 2004. 
 
DEFINITIONS 
The following definitions apply throughout this announcement, unless the context 
requires otherwise: 
+--------------------------+---------------------------------------+ 
| "1Spatial"               | 1Spatial Group Limited, a company     | 
|                          | incorporated in England and Wales     | 
|                          | with company number 4785688           | 
+--------------------------+---------------------------------------+ 
| "1Spatial Shares"        | Ordinary shares of 1p each in the     | 
|                          | capital of 1Spatial                   | 
+--------------------------+---------------------------------------+ 
| "1Spatial Shareholders"  | the holders of 1Spatial Shares        | 
+--------------------------+---------------------------------------+ 
|  "Acquisition"           | the proposed acquisition by the       | 
|                          | Company of the entire issued and to   | 
|                          | be issued share capital of  1Spatial  | 
|                          | under the terms of the Offer          | 
+--------------------------+---------------------------------------+ 
| "Admission"              | the admission of the IQ Shares to     | 
|                          | trading on AIM becoming effective in  | 
|                          | accordance with the AIM Rules for     | 
|                          | Companies                             | 
+--------------------------+---------------------------------------+ 
| "AIM"                    | a market of the London Stock Exchange | 
+--------------------------+---------------------------------------+ 
| "AIM Rules for           | the rules for AIM companies issued by | 
| Companies"               | the London Stock Exchange (as amended | 
|                          | from time to time)                    | 
+--------------------------+---------------------------------------+ 
| "Board"                  | the board of Directors of the         | 
|                          | Company, including a duly constituted | 
|                          | committee of such directors           | 
+--------------------------+---------------------------------------+ 
| "Company" or "IQ"        | IQ Holdings plc, a company            | 
|                          | incorporated in England with company  | 
|                          | number 05212691                       | 
+--------------------------+---------------------------------------+ 
| "Conditions"             | the conditions to the Acquisition     | 
|                          | being inter alia (i) the GM           | 
|                          | Resolutions being passed at the       | 
|                          | General Meeting, and (ii) Admission   | 
+--------------------------+---------------------------------------+ 
| "Conversion"             | The conversion of the Convertible     | 
|                          | Loan Notes into Existing IQ Shares    | 
+--------------------------+---------------------------------------+ 
| "Convertible Loan Notes" | The GBP100,000 convertible unsecured  | 
|                          | loan notes convertible into Existing  | 
|                          | IQ Shares at 0.03p per Existing IQ    | 
|                          | Holdings Share                        | 
+--------------------------+---------------------------------------+ 
| "Directors"              | the directors of the Company          | 
+--------------------------+---------------------------------------+ 
| "Enlarged Group"         | the Company and its subsidiary        | 
|                          | undertakings as at the date of        | 
|                          | Admission                             | 
+--------------------------+---------------------------------------+ 
| "Enlarged Share Capital" | the IQ Shares in issue immediately    | 
|                          | following Admission                   | 
+--------------------------+---------------------------------------+ 
|                          |                                       | 
+--------------------------+---------------------------------------+ 
| "Existing IQ Shares"     | ordinary shares of 0.004 pence each   | 
|                          | in the capital of the Company         | 
+--------------------------+---------------------------------------+ 
|                          |                                       | 
+--------------------------+---------------------------------------+ 
| "General Meeting" or     | the general meeting of the Company to | 
| "GM"                     | be held at 10:00 a.m. on 18 October   | 
|                          | 2010                                  | 
+--------------------------+---------------------------------------+ 
| "GM Resolutions"         | the resolutions set out in the Notice | 
|                          | of General Meeting                    | 
+--------------------------+---------------------------------------+ 
| "Group"                  | IQ and its subsidiaries               | 
+--------------------------+---------------------------------------+ 
| "Libertas"               | Libertas Capital Corporate Finance    | 
|                          | Limited                               | 
+--------------------------+---------------------------------------+ 
| "London Stock Exchange"  | London Stock Exchange plc             | 
+--------------------------+---------------------------------------+ 
| "IQ Shareholders"        | the holders of Existing IQ Shares     | 
+--------------------------+---------------------------------------+ 
| "IQ Shares"              | ordinary shares of 4 pence each in    | 
|                          | the capital of the Company following  | 
|                          | the Share Consolidation of the        | 
|                          | Existing IQ Shares                    | 
+--------------------------+---------------------------------------+ 
| "Offer"                  | the offer being made by the Company   | 
|                          | to 1Spatial Shareholders on 1 October | 
|                          | 2010 to acquire the entire issued and | 
|                          | to be issued share capital of         | 
|                          | 1Spatial                              | 
+--------------------------+---------------------------------------+ 
| "Resolutions"            | the Resolutions to be proposed at the | 
|                          | GM                                    | 
+--------------------------+---------------------------------------+ 
| "Rosslyn"                | Rosslyn Research Limited, formerly a  | 
|                          | wholly owned subsidiary of the        | 
|                          | Company                               | 
+--------------------------+---------------------------------------+ 
| "Share Consolidation"    | the conversion of every 1,000         | 
|                          | Existing IQ Holdings Shares into one  | 
|                          | IQ Share                              | 
+--------------------------+---------------------------------------+ 
| "Takeover Code"          | the City Code on Takeovers and        | 
|                          | Mergers issued by the Panel on        | 
|                          | Takeovers and Mergers                 | 
+--------------------------+---------------------------------------+ 
| "Viewpoint"              | Viewpoint Field Services Limited,     | 
|                          | formerly a wholly owned subsidiary of | 
|                          | the Company                           | 
+--------------------------+---------------------------------------+ 
 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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