Last checked at 2 Jan 2014 07:00
For immediate release | 2 January 2014 |
VIPERA PLC
("VIPERA" or "THE COMPANY")
Further Subscriptions, exercise of warrants, conversion of debt, application to trading on AIM for the new shares and total voting rights
Further Subscriptions
Further to the subscriptions referred to in the announcement of 30 December 2013 ("Previous Announcement") additional subscription monies were received on 31 December 2013, amounting to £145,501 and thus 2,910,023 new ordinary shares were allotted at a price of 5p per share on that date.
In addition, as referred to in the Previous Announcement, Martin Perrin, a Director of the Company, has now subscribed for 350,000 new ordinary shares at a price of 5p per share and these shares were also allotted on 31 December 2013.
This brings the total number of shares subscribed to 10,829,515, raising some £541,000 (gross) to be applied as set out in the Previous Announcement
Warrant Exercise and Debt Conversion
On 31 December 2013, various Shareholders, including certain Directors as set out below, who have lent money to the Company over a 3 year period have applied sums owing to them to:
(a) exercising existing warrants to subscribe for 1,178,172 new ordinary shares at 3p per share, being the existing warrant exercise price;
(b) subscribing for 10,558,745 new ordinary shares at a price of 5p per share, being the same price as the subscriptions referred to above.
In total, sums amounting to £563,282 have been converted into equity, leaving remaining loans of some £257,000 to be settled in cash in due course.
The participation of the Directors in the above is as follows:
New ordinary shares subscribed for at 5p | Warrants Exercised at 3p | Debt conversion | New ordinary shares subscribed for through debt conversion | |
Luciano Martucci (Chairman) | - | - | - | - |
Marco Casartelli | - | 319,543 | £ 20,456 | 409,110 |
Silvano Maffeis | - | - | - | - |
Martin Perrin† | 350,000 | - | - | - |
Petter Neby†† | - | 319,543 | £ 433,529 | 8,670,579 |
Total | 350,000 | 639,086 | £ 453,985 | 9,079,689 |
† including family holdings †† including Neby & Jahrmann Srl
The redemption of Director loans amounting in aggregate to £473,157 for the issue of an aggregate 9,718,775 new ordinary shares as referred to above is a Related Party Transaction under the AIM Rules. Messrs. Silvano Maffeis and Martin Perrin, who are independent of this transaction, having consulted the Company's Nominated Adviser, consider that the terms of this transaction are fair and reasonable in so far as the Company's Shareholders are concerned.
A total of 41,691,432 new ordinary shares are being issued both as regards the acquisition of AC&D and the subscription as announced on 30 December 2013 and as regards the matters referred to above (being the Further Subscriptions, the Warrant Exercise and the Debt Conversion). These new ordinary shares will when issued rank pari passu with the existing ordinary shares in issue and application will be made for a total of 41,691,432 of such shares to be admitted to trading on AIM, which is expected to be effective on 8 January 2014.
Following the exercise of warrants and the issue of the Subscription shares the holdings of the Directors of Vipera in the enlarged share capital of the Company will be:
Ordinary shares:
| Number of Ordinary Shares prior to the exercise of warrants and the Subscriptions
| Percentage of Ordinary Shares held prior to the exercise of warrants and the Subscriptions (%) | Number of Ordinary Shares acquired pursuant to the subscription
| Number of Ordinary Shares acquired pursuant to the exercise of warrants
| Number of Ordinary Shares acquired pursuant to the conversion of debt
| Number of Ordinary Shares held following the transactions
| Percentage of Ordinary Shares held following the exercise of warrants and the Subscription (%) |
Luciano Martucci (Chairman) | 30,000 | 0.02% | - | - | - | 30,000 | 0.02% |
Marco Casartelli | 29,505,650 | 18.82% | - | 319,543 | 409,110 | 30,234,303 | 17.60% |
Silvano Maffeis | 24,502.459 | 15.63% | - | - | - | 24,502,459 | 14.27% |
Martin Perrin† | 369,395 | 0.24% | 350,000 | - | - | 719,395 | 0.42% |
Petter Neby†† | 29,787,432 | 19.00% | - | 319,543 | 8,670,579 | 38,777,554 | 22.58% |
† including family holdings †† including Neby & Jahrmann Srl
Warrants and Options:
Number of Warrants prior to the exercise of warrants | Number of Ordinary Shares acquired pursuant to the exercise of warrants | Number of warrants held following the exercise of warrants | Number of options held prior and following the transactions | |||
Luciano Martucci (Chairman) | 5,200,000 | 5,200,000 | 600,000 | |||
Marco Casartelli | 319,543 | 319,543 | - | - | ||
Silvano Maffeis | - | - | - | - | ||
Martin Perrin† | 100,000 | - | 100,000 | 600,000 | ||
Petter Neby†† | 319,543 | 319,543 | - |
† including family holdings †† including Neby & Jahrmann Srl
Following the exercise of warrants and the issue of the Subscription shares, the holdings of the Significant Shareholders (as defined under the AIM Rules for Companies) in the enlarged share capital of the Company, as far as the Company is aware, will be
Significant Shareholder
| Number of Ordinary Shares prior to the exercise of warrants and the Subscriptions
| Percentage of Ordinary Shares held prior to the exercise of warrants and the Subscriptions (%) | Number of Ordinary Shares acquired pursuant to the exercise of warrants
| Number of Ordinary Shares acquired pursuant to the conversion of debt
| Number of Ordinary Shares held following the exercise of warrants, and conversion of debt
| Percentage of Ordinary Shares held following the exercise of warrants and conversion of debt (%) |
Neby & Jahrmann Srl | 29,787,432 | 19.00% | 319,543 | 8,670,579 | 38,777,554 | 22.58% |
Marco Casartelli | 29,505,650 | 18.82% | 319,543 | 409,110 | 30,234,303 | 17.60% |
Silvano Maffeis | 24,502,459 | 15.63% | - | - | 24,502,459 | 14.27% |
Angife Srl | 7,559,940 | 4.82% | 319,543 | 409,110 | 8,288,593 | 4.83% |
Mauro Duca | 5,833,125 | 3.72% | - | - | 5,833,125 | 3.40% |
Roger Mitchell | 5,334,000 | 3.40% | - | - | 5,334,000 | 3.11% |
Total Voting Rights
For the purposes of the Financial Services Authority's Disclosure and Transparency Rules, the total number of Ordinary Shares in issue following the transactions announced today will be 171,754,475 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 8,269,932 warrants and 4,020,000 options outstanding, representing 7.16% of the issued capital.
-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