Last checked at 20 Apr 2017 07:00
For immediate release 20 April 2017
The information communicated in this announcement is inside information for the purposes of Article 7 of Regulation 596/2014.
VIPERA PLC
("Vipera" or the "Group" or the "Company")
Completion of acquisition of additional stake in Codd & Date
On 29 December 2016, Vipera announced a reorganisation of its customer delivery organisation. The Company is now pleased to report completion of the first stage of this: the acquisition of a further 7.12% of the issued share capital of Codd & Date srl. Following this, the Company now holds 58.12% of the issued share capital of Codd & Date srl.
Pursuant to this:
· 1,929,560 new ordinary shares in the Company have been issued today to the vendor, Mag14 srl (the "New Ordinary Shares").
· Mag14 srl has also acquired from the liquidator of Ammiro Y2K srl, a further 6,375,000 ordinary shares in Vipera plc, and has acquired 1,390,440 ordinary shares in Vipera plc from other minority shareholders in Codd & Date srl who are increasing their shareholdings in that subsidiary.
· As outlined in the announcement on 29 December 2016, Mauro Duca has contracted to dispose of 565,445 Ordinary Shares to Mag14 ("Mag14 Disposal"), and to be issued 4,473,339 new ordinary shares and 1,000,000 warrants as consideration for the acquisition by Vipera of his holding in NewCo (the "NewCo Consideration"): the acquisition of further shares will arise later as further steps in the reorganisation are executed and admission of these shares will be announced in due course.
The holdings of the Directors of Vipera in the enlarged issued share capital of the Company are now:
Ordinary shares:
| Number of Ordinary Shares prior to the Subscriptions
| Number of Ordinary Shares held following the Subscription
| Percentage of Ordinary Shares held following the Subscription
|
Petter Neby† | 42,018,730 | 42,018,730 | 16.14% |
Marco Casartelli | 30,694,303 | 30,694,303 | 11.79% |
Mauro Duca | 8,077,500 | 7,512,055 | 2.88% |
Silvano Maffeis | 24,522,459 | 24,522,459 | 9.42% |
Luciano Martucci (Chairman) | 890,000 | 890,000 | 0.34% |
Jeremy Nicholds | 400,000 | 400,000 | 0.15% |
Martin Perrin† | 1,170,000 | 1,170,000 | 0.45% |
† including family holdings
Warrants and Options: | Number of warrants held | Number of options held |
Luciano Martucci (Chairman) | 7,000,000 | 600,000 |
Martin Perrin† | - | 600,000 |
Marco Casartelli | - | - |
Silvano Maffeis | - | - |
Petter Neby† | - | - |
† including family holdings
Total Voting Rights
Application has been made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM and it is expected that admission will become effective and that dealings will commence on 25 April 2017.
The total number of ordinary shares in issue following the transactions announced today will be 260,419,725 (the "Enlarged Issued Share Capital") with each Ordinary Share holding one voting right. There are no Ordinary Shares held in treasury.
The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company, under the Disclosure and Transparency Rules.
There are now 11,000,000 warrants and 14,575,000 options outstanding, representing 9.82% of the Company's Enlarged Issued Share Capital.
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name: | Mauro Duca | ||||
2. | Reason for the notification | |||||
a) | Position/status: | Director | ||||
b) | Initial notification/Amendment: | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name: | Vipera plc | ||||
b) | LEI: | 2138002B1ZVMIHT9JD33 | ||||
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument, type of instrument: Identification code: | Ordinary shares of 1 pence per share GB00B5M62J37 | ||||
b) | Nature of the transaction: | Disposal of shares | ||||
c) | Price(s) and volume(s): |
| ||||
d) | Aggregated information: · Aggregated volume: · Price: | Single transaction as in 4 c) above
| ||||
e) | Date of the transaction: | 19 April 2017
| ||||
f) | Place of the transaction: | London Stock Exchange | ||||
Contact:
Vipera PLC Marco Casartelli (CEO) Martin Perrin (CFO)
|
Tel: +39 02 8688 2037 Tel: +44 (0) 20 7193 0833
|
finnCap Ltd (Nomad and Broker) Adrian Hargrave / Anthony Adams (Corporate Finance) Christian Hobart (Corporate Broking)
| Tel: +44 (0) 20 7220 0500 |
IFC Advisory Ltd (Financial PR and IR) Tim Metcalfe Heather Armstrong Graham Herring | Tel: +44 (0) 203 053 8671 |
About Vipera:
Vipera Plc (AIM:VIP) a cutting edge Mobile Financial Services and Digital Customer Engagement Solutions provider, serves financial institutions and retailers worldwide with differentiated mobile banking, card management and customer engagement capabilities based around its proprietary bank grade multi-purpose platform, Motif. Additionally, it provides consultancy and other services to banks and financial institutions. For further information, please visit www.vipera.com