Last checked at 13 Aug 2010 16:49
FOR IMMEDIATE RELEASE
13 August 2010
RICMORE CAPITAL PLC
("Ricmore Capital" or "the Company")
Result of AGM
Change of name to Vipera Plc
Information on the Concert Party
Website Address under AIM Rule 26
The Company is pleased to announce that at the Annual General Meeting held earlier today (the "AGM"), all Resolutions, as detailed in the circular to shareholders dated 21 July 2010 (the "Document"), were duly passed.
Resolution 6 in respect of the waiver of the obligations on the Concert Party (or any member of it) to make a general offer to shareholders of the Company was approved by Shareholders (all of whom are independent of the Concert Party) on a poll.
Acquisition of Vipera GmbH and change of name
Accordingly, following the approvals at the AGM, the Company has, subject only to Admission of the Enlarged Share Capital, completed the acquisition of Vipera GmbH. Admission is expected to take place on Monday, 16 August 2010.
Shareholders approved the change of name to Vipera Plc and this change will be effective from Admission (AIM: VIP)
Website Address
The website address at which the information required by Rule 26 will be available is www.vipera.com and will be available from Admission.
Information on the Concert Party
Immediately on Admission, the Concert Party will hold 103,769,371 New Ordinary Shares, representing 88.23 per cent. of the Enlarged Share Capital. If all the Vendor Warrants held by members of the Concert Party are converted into New Ordinary Shares at some stage in the future (and assuming that no other Warrants are exercised), the Concert Party will increase its shareholding to 107,813,588 New Ordinary Shares, representing 88.62 per cent. of the Fully Enlarged Share Capital.
Set out below is the current interest of each member of the Concert Party in the Company's share capital as at Admission and as it will be immediately after (i) issue of the Consideration Shares; and (ii) exercise in full of the Vendor Warrants:
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| Number of Vipera Shares held as at the date of the Document
| % of Vipera's issued share capital | Number of New Ordinary Shares following issue of Consideration Shares and immediately on Admission *** | % of Enlarged Share Capital immediately on Admission ***
| Vendor Warrant** granted over number of New Ordinary Shares | Number of New Ordinary Shares assuming all Vendor Warrants exercised | % of Fully Enlarged Share Capital*** | |
| Members of the Concert Party: |
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| (post-Capital Reorganisation) | (post-Capital Reorganisation) | (post-Capital Reorganisation) | (post-Capital Reorganisation) | (post-Capital Reorganisation) | |
| Silvano Maffeis | 2,453 | 23.63 | 24,494,959 | 20.83 | Nil | 24,494,959 | 20.13 | |
| Mobile World Srl* | 2,940 | 28.32 | 29,358,003 | 24.96 | 319,543 | 29,677,546 | 24.40 | |
| Neby&Jahrmann Srl |
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| (Petter Neby)* | 2,980 | 28.71 | 29,757,432 | 25.30 | 319,543 | 30,076,975 | 24.72 | |
| Compagnia Fiduciaria: |
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| Nazionale SpA* | 379 | 3.65 | 3,784,586 | 3.22 | 319,543 | 4,104,129 | 3.37 | |
| Roger Mitchell* | 557 | 5.37 | 5,562,043 | 4.73 | 1,098,430 | 6,660,473 | 5.47 | |
| Angife Srl* | 223 | 2.15 | 2,226,815 | 1.89 | 319,543 | 2,546,358 | 2.09 | |
| Luca Magnoni | 156 | 1.50 | 1,557,772 | 1.32 | Nil | 1,557,772 | 1.28 | |
| Mario Capocaccia* | 290 | 2.79 | 2,895,857 | 2.46 | 319,543 | 3,215,400 | 2.64 | |
| Andrea Gambirasio* | 290 | 2.79 | 2,895,857 | 2.46 | 768,900 | 3,664,757 | 3.01 | |
| Wyche Bonnot | 112 | 1.08 | 1,118,400 | 0.95 | Nil | 1,118,400 | 0.92 | |
| John Defterios* | Nil | Nil | 117,647 | 0.10 | 579,172 | 696,819 | 0.57 | |
| Total 10,380 |
| 100.00 | 103,769,371 | 88.23 | 4,044,217 | 107,813,588 | 88.62 | |
*Roger Mitchell, Andrea Gambirasio and John Defterios hold 110, 45 and 50 share options respectively in Vipera which they will waive in consideration of 1,098,430, 449,357 and 499,286 Vendor Warrants respectively on Completion. In addition, Mobile World Srl, Neby & Jahrmann Srl, Compagnia Fiduciaria Nazionale SpA,Angife Srl, Mario Capocaccia and Andrea Gambirasio have all done likewise in respect of 32 options in Vipera for 319,543 Vendor Warrants in Ricmore and John Defterios has done likewise in respect of 8 options in Vipera for 79,886 Vendor Warrants.
**On the assumption that the members of the Concert Party who hold Vendor Warrants exercise all of the Vendor Warrants held by them in full and that no other options or Warrants are exercised.The Vendor Warrants are exercisable at 3p per New Ordinary Share for 5 years and provide consideration for the cancellation of options in Vipera.
*** The Fully Enlarged Share Capital and Enlarged Share Capital on Admission includes the Placing Shares.
Rule 9 of the Takeover Code further provides, inter alia, that where any person, together with persons acting in concert with him, holds more than 50 per cent. of a company's voting share capital and acquires additional shares which carry voting rights, then that person will not generally be required to make a general offer to the other shareholders to acquire the balance of the shares not held by that person or their concert parties. In addition, (for so long as they continue to be treated as acting in concert) the members of a concert party may be entitled to increase their aggregate shareholding without incurring any further obligation under Rule 9 to make a general offer although individual members of the Concert Party will not be able to increase their percentage shareholding through a Rule 9 threshold without the consent of the Panel. The Concert Party holds in excess of 50 per cent. of the voting rights of the Company. Accordingly, Shareholders should be aware that the Concert Party may, for so long as it holds over 50 per cent. of the voting rights of the Company, increase its shareholding at a later date without incurring any further obligation under Rule 9 to make a general offer, subject to the restrictions of individual members of the Concert Party going through a Rule 9 threshold as referred to above.
Contacts:
| Ricmore Capital PLC |
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| John Shaw | Tel: 07973 826613 |
| Martin Perrin | Tel: 07785 505 337 |
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| Vipera GmbH |
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| Marco Casartelli | Tel:+39 3482 605 608 |
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| Beaumont Cornish Limited | Tel: 0207 628 3396 |
| Roland Cornish |
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| James Biddle |
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DEFINITIONS
The following definitions shall apply throughout this announcement unless the context otherwise requires:
| "Acquisition" | the proposed acquisition by the Company of the entire share capital of Vipera as proposed in the Document and pursuant to the Acquisition Agreement |
| "Admission" | admission of the Enlarged Share Capital to trading on AIM becoming effective in accordance with the AIM Rules |
| "AGM" or "Annual General Meeting" | the Annual General Meeting of the Company, notice of which was set out at the end of the Document |
| "AIM" | a market operated by the London Stock Exchange |
| "Company" or "Ricmore" | Ricmore Capital Plc, a company registered in England and Wales with registered number 05383355 |
| "Completion" | completion of the Acquisition Agreement in accordance with its terms |
| "Consideration Shares"
| 103,651,724 New Ordinary Shares to be issued to the Vendors on Completion as consideration under the Acquisition Agreement |
| "Concert Party" | the Concert Party as defined by the Takeover Code comprising the Vendors, further details of whom are set out in Part A of Part 7 of the Document |
| "Directors" or "Board" | the existing directors of the Company, whose names are set out on page 5 of the Document |
| "Document" | the admission document, as prepared in accordance with the AIM Rules |
| "Enlarged Share Capital" | all of the issued New Ordinary Shares immediately following Admission including, for the avoidance of doubt, the Consideration Shares and the Placing Shares |
| "Enlarged Group" | the Company and its subsidiaries following Completion |
| "Existing Ordinary Shares" | the 332,768,383 issued Ordinary Shares of 1p as at the date of the Document and, for the avoidance of doubt, prior to the Capital Reorganisation |
| "Existing Shareholders"
| the persons who are registered as holders of Existing Ordinary Shares at the date of the Document |
| "London Stock Exchange" | London Stock Exchange plc |
| "New Ordinary Shares" | the new Ordinary Shares of 1p each in the capital of the Company following the Capital Reorganisation |
| "Ordinary Shares" | ordinary shares of 1p each in the capital of the Company |
| "Panel" | the Panel on Takeovers and Mergers |
| "Placing" | the conditional placing by the Company of the Placing Shares at the Placing Price |
| "Placing Shares" | 647,058 New Ordinary Shares to be allotted and issued pursuant to the Placing |
| "Proposals" | the Acquisition, the Placing, the Waiver, the change of the Company's name to "Vipera Plc", Admission and the Capital Reorganisation |
| "Resolutions" | the resolutions contained in the notice of AGM set out at the end of the Document |
| "Shareholders"
| the persons who are registered as holders of Ordinary Shares from time to time |
| "Takeover Code" | the City Code on Takeovers and Mergers |
| "Vendors"
| the shareholders of Vipera, as set out in Part A of Part 7 of the Document |
| "Vendor Warrants" | warrants issued to certain of the Vendors to subscribe for up to 4,044,217 Warrant Shares at 3p per New Ordinary Share pursuant to the terms of the New Vipera Warrant Deed and the Old Vipera Warrant Deed |
| "Vipera" | Vipera GmbH, registered in Switzerland with identification number CH-400.4.024.134-4 |
| "Vipera Shares" | the entire issued share capital of Vipera being 10,380 ordinary shares of CHF 100 each |
| "Waiver" | the waiver (further details of which are set out in paragraph 12 of Part 1 of the Document) of the obligations on the Concert Party to make a general offer under Rule 9 of the Takeover Code which may arise as a consequence of the issue of Consideration Shares and the exercise of the Vendor Warrants by members of the Concert Party, granted by the Panel conditional upon the approval of the Shareholders by the passing of the Waiver Resolution |
| "Waiver Resolution" | Resolution 3 set out in the notice of AGM at the end of the Document |
| "Warrants" | the existing and proposed warrants to subscribe for Warrant Shares, further details of which are set out in paragraph 5 of Part 8 of the Document |
| "Warrant Shares" | New Ordinary Shares issued pursuant to the exercise of the Warrants |
ENDS