Last checked at 23 Mar 2018 16:05
Amendment
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: | VIPERA PLC |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. | Please see table set out below |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | VIPERA PLC |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 23 March 2018 |
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" | N/A
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2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
Class of relevant security:
| Ordinary shares of 1p each in the Company | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | Nil | ||
(2) Cash-settled derivatives:
| Nil | Nil | ||
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | Nil | ||
TOTAL: | Nil | Nil | ||
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: | N/A |
Details, including nature of the rights concerned and relevant percentages: | Nil |
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure: |
Relevant securities owned and/or controlled: | ||
Name | Number of Ordinary shares of 1p each in the Company | Percentage |
Luciano Martucci | 890,000 | 0.28% |
Marco Casartelli (note 1) | 30,694,303 | 9.58% |
Silvano Maffeis | 24,522,459 | 7.65% |
Petter Neby (note 2) | 42,018,730 | 13.11% |
Martin Perrin (note 3) | 1,170,000 | 0.37% |
Mauro Duca | 11,985,394 | 3.74% |
Jeremy Nicholds | 400,000 | 0.12% |
Note 1: Marco Casartelli, together with his immediate family, is the ultimate beneficial owner of the 30,694,303 Vipera Shares registered in the name of Mobile World Srl
Note 2: Petter Neby, together with his immediate family and family trusts, is beneficially interested in 39,077,554 Vipera Shares held by Neby & Jahrmann Srl and 2,941,176 Vipera Shares held by Violinas AS
Note 3: including his immediate family
Rights to subscribe for new securities | ||||
Name | No. of Vipera Warrants or Options | Date vesting | Expiry date | Strike price |
Luciano Mattucci | 2,000,000 | 5/10/15 | 5/10/18 | 6p |
Luciano Mattucci | 5,000,000 | 26/6/13 | 26/6/18 | 4p |
Mauro Duca | 1,000,000 | 24/7/17 | 31/12/20 | 5p |
Jeremy Nicholds | 4,000,000 | in four tranches as to 25% at end of each of 6, 12, 18 and 24 months after 3/2/2016 | 31/12/19 | 5p |
These warrants or options are not subject to any further performance criteria.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
none
|
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
none
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(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | YES/NO |
Supplemental Form 8 (SBL) | YES/NO |
| Date of disclosure: | 23 March 2018 |
| Contact name: | Martin Perrin |
| Telephone number: | +44 (0) 7785 505 337
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Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.