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Acquisition and Subscription

30 Dec 2013 18:16

RNS Number : 6008W
Vipera PLC
30 December 2013
 



 

For immediate release

30 December 2013

 

VIPERA PLC

("VIPERA" or "THE COMPANY")

Acquisition and Subscription

Vipera, the specialist provider of mobile financial software services, announces today that it has acquired a 51% interest in AC&D Srl ("AC&D"), and has received applications to subscribe for 10,290,000 new ordinary shares in Vipera (the "Subscription Shares") to raise £514,500 before expenses at a price of 5p per subscription share. It is also intended to convert shareholder loans into new ordinary shares and a further announcement regarding this will be made shortly.

 

Acquisition of AC&D

 

AC&D, also trading as Advance Codd & Date, is a software consultancy that provides contract programmers and IT advice at a senior level. It has a strong presence in the Italian banking industry. The key managers are the major shareholders. In the year to 31 December 2012, the company had a turnover of €2.6M and a profit before tax of €92,000. At 31 December 2012, it had net assets of €409,000. The company is enjoying strong growth and in the nine months to 30 September 2013, revenues totaled €3.1M.

 

To augment its in-house team of technologists, Vipera buys in specialist programming skills and manpower resources used in deploying new customer installations, and to a lesser extent creating enhancements and additions to Vipera's software platform. This outsourcing has enabled Vipera to stay flexible in its overheads.

 

Vipera has now grown to the point where it would be beneficial to bring these resources in-house and accordingly is acquiring a controlling stake in its main supplier of such services, AC&D. Vipera currently represents some 15% of AC&D's turnover.

 

The shareholders of AC&D (namely Mauro Duca (CEO), Fabio Simonutti, Marco Pasquinelli, Angife Srl and Ammiro2K Srl) are selling, pro-rata, 51% of their shares in AC&D, for an initial consideration of £956,250 to be satisfied by the issue of 19,125,000 new ordinary shares in Vipera at a price of 5p per share. In addition, subject to the satisfaction of certain conditions, it is expected that deferred consideration of £318,750, to be satisfied by the issue of 6,375,000 new ordinary shares in Vipera at a price of 5p per share, is expected to be paid during 2014 and a further announcement regarding this will be made in due course. All of these new ordinary shares, with the exception of 6,375,000 new ordinary shares issued or to be issued to Ammiro2K Srl, are the subject of a one-year lock-in with a one-year orderly market agreement thereafter.

 

 

 

 

 

The Subscription

 

In a subscription arranged by the Company, applications to subscribe have been received for 10,290,000 new ordinary shares in Vipera (the "Subscription Shares") to raise £514,500 before expenses at a price of 5p per subscription share.

 

Included in this, is the intended subscription by Martin Perrin, a director of the Company, for 350,000 new ordinary shares, following which he will hold 719,395 shares in the Company representing 0.45% of the enlarged share capital.

 

Pursuant to the applications to subscribe, funds amounting to £378,475 have been received and thus 7,569,492 new ordinary shares have now been allotted. As the remaining sums are received, further allotments will be made and announced separately.

 

Strong interest in investing in the Company has been received from other investors and pursuant to the outcome of discussions being held, a further announcement regarding this will be made in due course.

 

As well as expanding its technology team, growth in sales and in the range and scope of enquiries means that Vipera is now seeking to recruit additional sales resources. This subscription will enable Vipera to invest in additional senior sales staff, as well as to strengthen its balance sheet.

 

Vipera currently has shareholder loans and amounts due to directors amounting to some £790,000. The major part of these creditors intend to apply such amounts to either exercise warrants held by them or to augment the subscription referred to above. Further details will be announced separately.

 

Commenting on these transactions, Vipera Chief Executive Officer Marco Casartelli said:

"The management and staff of AC&D are well known to us and they have a good knowledge of our industry, styles and demands; we are delighted to welcome them into our team. In addition, the subscription will help us to invest in additional sales executives as we seize the opportunities now being shown to us."

 

Mauro Duca, CEO of AC&D said

"We are looking forward to working closer with Vipera and to exploiting the opportunities this will open for each of us"

 

Following the issue of the Consideration Shares and the Subscription shares, the holdings of the Significant Shareholders (as defined under the AIM Rules for Companies) in the share capital of the Company, as far as the Company is aware, will be

Significant Shareholder

 

Number of Ordinary Shares prior to the Acquisition and the Subscription

 

Percentage of Ordinary Shares held prior to the Acquisition and the Subscription (%)

Number of Ordinary Shares now acquired pursuant to the acquisition

 

Number of Ordinary Shares acquired pursuant to the subscription

 

Number of Ordinary Shares held following the Acquisition and subscription

 

Percentage of Ordinary Shares held following the Acquisition and the Subscription

(%)

Neby & Jahrmann Srl

29,787,432

22.90%

-

-

29,787,432

19.00%

Marco Casartelli

29,505,650

22.69%

-

-

29,505,650

18.82%

Silvano Maffeis

24,502.459

18.84%

-

-

24,502.459

15.63%

Angife Srl

1,726,815

-

5,833,125

-

7,559,940

4.82%

Mauro Duca

-

-

5,833,125

-

5,833,125

3.72%

Roger Mitchell

5,334,000

4.10%

-

5,334,000

3.40%

Ammiro2K srl

-

-

4,781,250

-

4,781,250

3.05%

 

-Ends-

 

 

Vipera PLC

Marco Casartelli

Tel: +39 02 863 371

Martin Perrin

Tel: +44 (0) 7785 505 337

Beaumont Cornish Limited (Nomad)

Tel: +44 (0) 20 7628 3396

Roland Cornish

Felicity Geidt

 

Notes to Editors

Vipera provides software and services to banks and financial institutions, primarily through its Motif platform, to enable mobile access to personal financial services. Additionally Vipera's software enables Government and corporate entities to allow their services and consumer transactions to take place on mobile platforms. All products within the Motif suite share market leading security models, a consumer friendly interface and support for different devices and languages.

 

Vipera's headquarters are in Milan and it listed on the London Stock Exchange (AIM: VIP.L). For further information, please visit www.vipera.com .

 

 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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