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Results for year to 31 Dec 2010

12 Apr 2011 07:00

RNS Number : 7196E
Vipera PLC
11 April 2011
 



 

 

For immediate release 12 April 2011

 

VIPERA PLC

("VIPERA" or "THE COMPANY")

 

FINAL RESULTS FOR THE PERIOD ENDED 31 DECEMBER 2010

NOTICE OF GENERAL MEETING

 

Vipera, the specialist provider of mobile financial services, today announces its results for the year to 31 December 2010. The report and accounts, together with notice of general meeting, will shortly be posted to shareholders, and will be available on the website: www.vipera.com.

 

Financial Overview

·; Vipera GmbH completed the reverse acquisition of Ricmore Capital Plc

·; Vipera plc admitted to trading on AIM (VIP.L)

·; Raised £1,055,000 through two successful placings

·; Operating Revenue of £253,000, not including a £158,000 profit on disposal of assets

·; EBITDA of £49,000

·; Cash balances £1,307,000

 

Operational Highlights

·; Qatar National Bank awarded Vipera and its local partner Mannai Corporation a multi-year contract for the development and operation of its mobile banking and mobile payment solutions

·; Distribution agreement signed with T.N. Information Systems Ltd (TNIS), a leading consulting & IT services company serving the banking and government market in Thailand

·; Increased levels of service provided to existing clients including Dubai Police and Mashreq Bank

·; Partnership agreements with leading payment institutions and technology providers including Wipro Systems, Siemens and Italel Spa, a leading provider of telecommunication networks and related services

·; Considerable progress in the Middle East to include a contract with the First Gulf Bank of Abu Dhabi for the development of its mobile banking and mobile payment solutions

 

 

Commenting on the results John Defterios, Chairman of Vipera said;

 

"It has been a year of considerable progress for Vipera and success for its shareholders. I am delighted to present the Company's maiden results as a publically listed business. Vipera operates in the fast growing mobile financial services sector. Our technology platform, experienced management and strong balance sheet coupled with our internationally recognisedtechnology partners and progress to date allows us to look to future with cautious optimism."

 

 

 

Contacts:

Vipera PLC

Marco Casartelli

Tel: +39 02 7214 2424

Roger Mitchell

Tel: +39 02 7214 2424

Martin Perrin

Tel: +44 (0) 7785 505 337

Beaumont Cornish Limited

Tel: +44 (0) 20 7628 3396

Roland Cornish

Felicity Geidt

Daniel Stewart & Company plc (Broker)

Colin Rowbury

Tel: + 44 (0) 20 7776 6550

 

 

Media Enquiries

Hudson Sandler

Charlie Jack / George Parker

 

Tel: + 44 (0) 20 7796 4133

 

-Continued-Chairman's Statement

Overview

2010 was a year of considerable progress for the Company and success for its shareholders. In August Vipera GmbH completed a reverse acquisition of Ricmore Capital Plc, and Ricmore Capital Plc changed its name to Vipera Plc ("Vipera"). The principal activity of Vipera is the provision of software and services that enable mobile access to personal financial services. Its primary revenue streams come from the banking, technology and telecoms sectors that are all making the development of mobile banking and payment solutions increasingly core to their strategies. I joined the Board at the date of acquisition, and I am pleased to welcome you all to the enlarged group and to report on its affairs.

Acquisition of Vipera and Placing

Pursuant to the reverse acquisition by Vipera GmbH of Ricmore Capital Plc ("Ricmore"), an investing company under the AIM Rules, Ricmore executed a Capital Reorganisation being a Subdivision and Share Consolidation as a result of which a holder of 25 then Existing Ordinary Shares held instead one New Ordinary Share (and one Deferred Share).

For Vipera GmbH shareholders, shares were swapped for shares in Vipera Plc and shareholders either now hold these in CREST or in certificated form. The Group has raised £1,055,000 from two successful placings during the year, one at the time of the acquisition and an additional placing in November. This has given the Group a secure financial base from which to work.

Financial Results

The financial statements to 31 December 2010 reflect the trading results of Vipera GmbH for the year, the results of Vipera Plc from the date of acquisition, and the results of a new subsidiary that was formed in Italy in September 2010. In the Financial Statements set out in these Report and Accounts, the 2009 comparatives relate, under the IFRS treatment of a reverse acquisition, to the outturn for Vipera GmbH.

During the year Ricmore Capital plc received further consideration from the sale of a former subsidiary, giving rise to income of £158,000. The mechanics of accounting for the reverse acquisition also gave rise to goodwill arising on the acquisition of Ricmore Capital Plc by Vipera GmbH and the board have felt it appropriate to provide £320,000 against this goodwill enabling us to only carry that goodwill at the £351,000 of costs incurred in executing the reverse acquisition of Vipera GmbH. Excluding the impact of this impairment provision, the Group's profit before tax was £32,000.

Marketplace

Vipera now has a highly defined product offering. Through its unique technology platform it provides financial services institutions, mobile telecom operators and technology partners a highly regarded full suite of mobile financial products including m-payments, m-banking and money transfer.

Current banking and telecoms clients include Mashreq Bank, Qatar National Bank and Axiom Telecom and the Company has made considerable progress in the Middle East, undertaking work for the Ministry of Interior of Qatar and Dubai Police.

Vipera has also secured meaningful partnership agreements with leading payment institutions and technology providers including Wipro Technologies, T.N. Information Systems and Siemens. These will significantly assist the Company to compete globally in enabling the migration of financial transactions to the mobile platform. The market for these services continues to grow at considerable pace with 2.1 billion customers expected to use financial services on a mobile platform by 2013. In particular the strong traction that Vipera has made in Asia, which is set to take 51% of the US$835 billion total global market, positions us well for future uptake.

 

 

People

With staff now based in London, Zurich and Milan, our fresh capital has allowed us to treble our headcount and establish presence in the Indian market. Presence in our current strategic locations makes us ideally placed to serve our current and potential customers in the Middle East, Asia, and Europe. I would like to thank all of our staff for their enthusiastic work and commitment over the last year.

Annual General Meeting

Our Annual General Meeting will be held at 1 Cornhill, London EC3V 3ND at 12.00 noon on Tuesday, 17 May 2011 and we welcome shareholders to attend our meeting and to meet our directors and staff.

Outlook

We entered 2011 with a strong balance sheet with over £1m in cash. The current business pipeline includes exciting opportunities which, combined with our growing reputation for technical excellence and a fast expanding marketplace, allow Vipera to look forward with cautious optimism.

 

John Defterios

Chairman

11 April 2011

 

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2010

 

 

Note

2010

2009

£

£

Continuing operations

Revenues

3

253,109

489,432

Operating expenses

7

(363,841)

(400,420)

Operating (loss)/profit

6

(110,732)

89,012

Profit on disposal of subsidiary undertaking

8

158,139

-

Impairment of goodwill

13

(319,780)

-

Finance income

9

703

6,235

Finance costs

10

(16,205)

(26,260)

(Loss)/profit before taxation from continuing operations

(287,875)

68,987

Taxation

11

11,746

(13,798)

(Loss)/profit for the year

(276,129)

55,189

Other comprehensive income

Exchange differences on translation of foreign operations

67,714

(55,924)

Total comprehensive income attributable to equity shareholders of the Company

(208,415)

(735)

(Loss)/earnings per ordinary share from continuing operations

attributable to equity shareholders of the Company

(expressed in pence per share)

Basic and diluted

12

(0.24) p

0.05 p

The comparative information for 2009 given above relates to Vipera GmbH.

Consolidated Statement of Financial Position

31 December 2010

Company number 05383355

Note

2010

2009

£

£

Non-current Assets

Goodwill

13

351,318

-

Intangible assets

14

1,307,349

962,004

Deferred taxation

15

165,564

96,482

Property, plant and equipment

16

6,754

695

Total non-current assets

1,830,985

1,059,181

Current Assets

Trade and other receivables

18

144,411

8,977

Cash and cash equivalents

1,307,782

17,703

Total current assets

1,452,193

26,680

Current liabilities

Trade and other payables

19

(315,993)

(275,365)

Deferred revenue

(35,659)

(21,393)

Current taxation

(7,310)

-

Total current liabilities

(358,962)

(296,758)

Net current assets/(liabilities)

1,093,231

(270,078)

Non-current liabilities

Deferred taxation

15

(45,290)

(10,815)

Other payables

20

(102,565)

-

Total non-current liabilities

(147,855)

(10,815)

Net Assets

2,776,361

778,288

 

 

EQUITY

Share capital

21

4,491,848

561,161

Share premium

2,103,252

582,074

Merger and reverse acquisition reserve

(3,338,310)

-

Foreign currency translation reserve

(68,094)

(135,808)

Retained earnings

(412,335)

(229,139)

Shareholders' equity

2,776,361

778,288

Parent Company Statement of Financial Position

31 December 2010

Company number 05383355

Note

2010

2009

£

£

Non-current Assets

Investment in subsidiary undertakings

17

7,905,701

-

Total non-current assets

7,905,701

-

Current Assets

Trade and other receivables

18

572,474

-

Cash and cash equivalents

1,126,641

943,118

Total current assets

1,699,115

943,118

Current liabilities

Trade and other payables

19

(46,052)

(41,578)

Total current liabilities

(46,052)

(41,578)

Net current assets

1,653,063

901,540

Non-current liabilities

Deferred taxation

15

-

-

Total non-current liabilities

-

-

Net Assets

9,558,764

901,540

 

 

 

EQUITY

Share capital

21

4,491,848

3,327,684

Share premium

2,103,252

1,145,899

Merger reserve

6,789,188

-

Retained earnings

(3,825,524)

(3,572,043)

Shareholders' equity

9,558,764

901,540

 

Consolidated Statement of Changes in Equity

For the year ended 31 December 2010

Attributable to equity shareholders of the Company

Group

Share

capital

Share premium

Merger and reverse acquisition reserve

Foreign currency translation reserve

Retained earnings

Total

£

£

£

£

£

£

Balance at 1 January 2009

561,161

582,074

-

(79,884)

(307,319)

756,032

Profit for the financial year

-

-

-

-

55,189

55,189

Foreign currency translation adjustments

 

-

 

-

 

-

 

(55,924)

 

-

 

(55,924)

Total comprehensive income for the year

-

-

-

(55,924)

55,189

(735)

Share based payment transactions

-

-

-

22,991

22,991

Balance at 31 December 2009

 

561,161

 

582,074

 

-

 

(135,808)

 

(229,139)

 

778,288

Loss for the financial year

-

-

-

-

(276,129)

(276,129)

Foreign currency translation adjustments

 

-

 

-

 

-

 

67,714

 

-

 

67,714

Total comprehensive income for the year

-

-

-

67,714

(276,129)

(208,415)

Share based payment transactions

 

-

 

-

 

-

 

-

 

92,933

 

92,933

Shares issued

127,647

957,353

-

-

-

1,085,000

Reverse acquisition

3,803,040

563,825

(3,338,310)

-

-

1,028,555

Balance at 31 December 2010

 

4,491,848

 

2,103,252

 

(3,338,310)

 

(68,094)

 

(412,335)

 

2,776,361

 

 

 

Parent Company Statement of Changes in Equity

For the year ended 31 December 2010

 

 

Parent Company

Share

capital

Share premium

Merger reserve

Retained earnings

Total

£

£

£

£

£

Balance at 1 March 2009

3,327,684

1,145,899

-

(3,540,407)

933,176

Loss and total comprehensive income for the year

 

-

 

-

 

-

 

(31,636)

 

(31,636)

Balance at 31 December 2009

3,327,684

1,145,899

-

(3,572,043)

901,540

Loss and total comprehensive income for the year

 

-

 

-

 

-

 

(346,414)

 

(346,414)

Share based payment transactions

 

-

 

-

 

-

 

92,933

 

92,933

Shares issued

127,647

957,353

-

-

1,085,000

Reverse acquisition

1,036,517

-

6,789,188

-

7,825,705

Balance at 31 December 2010

4,491,848

2,103,252

6,789,188

(3,825,524)

9,558,764

 

 

Group and Parent Company Cash Flow Statements

For the year ended 31 December 2010

2010

2009

Group

Company**

Group*

Company**

Note

£

£

£

£

Operating profit/(loss)

(110,732)

(492,579)

89,012

(108,550)

Depreciation of property, plant and equipment

16

1,800

-

410

-

Expenses settled by the issue of share based payments

 

51,624

 

51,624

 

22,408

 

-

Interest received

9

703

2,950

78

1,200

Foreign exchange on financial instruments

-

-

6,157

Foreign exchange on intra-group balances

 

(53,841)

 

-

 

(26,196)

 

-

Decrease/(increase) in receivables

(120,423)

(572,474)

29,554

-

(Decrease)/increase in payables

(9,676)

4,475

61,989

7,660

Cash from/(used in) operations

(240,545)

(1,006,004)

183,412

(99,690)

Interest expense

10

(16,205)

(15,692)

(64)

-

Tax paid

(1,956)

-

-

-

Net cash generated from/(used in) operating activities

 

(258,706)

 

(1,021,696)

 

183,348

 

(99,690)

Purchases of property, plant and equipment

16

(7,830)

-

(430)

-

Purchases of intangible assets

14

(197,380)

-

(186,932)

-

Payments to acquire subsidiary undertaking

-

(8,688)

-

-

Cash acquired with subsidiary undertaking

13

531,633

-

-

-

Net proceeds of sale of former subsidiary

8

158,139

158,907

-

590,953

Net cash generated from/(used in) investing activities

 

484,562

 

150,219

 

(187,362)

 

590,953

Financing activities

Net proceeds from issue of shares

1,055,000

1,055,000

-

-

Net cash generated from financing activities

1,055,000

1,055,000

-

-

Net increase/(decrease) in cash and cash equivalents

 

1,280,856

 

183,523

 

(4,014)

 

491,263

Foreign exchange on cash and cash equivalents

9,223

-

(1,896)

-

Cash and cash equivalents at beginning of year

17,703

943,118

23,613

451,855

Cash and cash equivalents at end of year

1,307,782

1,126,641

17,703

943,118

*Vipera GmbH

**Vipera Plc

 

Non cash transactions

On 13 August 2010 the Company issued 103,651,724 Ordinary Shares at 7.55p each in exchange for the issued share capital of Vipera GmbH, as referred to in note 21.

 

 

 

 

Notes to the Financial Statements

For the year ended 31 December 2010

3 Total revenue and segmental analysis

IFRS 8 requiresoperating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the Chief Executive and Chief Financial Officer to allocate resources to the segments and to assess their performance. Management considers the business from both a geographic and activity perspective. The Group has three geographic operating segments and one single activity. The three geographic segments are located in the UK, Switzerland and Italy. These three segments are involved in the Group's single business activity, being the provision of software and services. In 2009 the activities of Vipera GmbH were conducted in Switzerland, which was the only segment at that time and so amounts shown in respect of 2009 relate to this single geographic segment.

Total revenue comprises:

2010

2009*

Revenue from external customers:

£

£

Licence and deployment fees

226,310

485,081

Support and maintenance charges

26,569

4,170

Other fees

230

181

253,109

489,432

*Vipera GmbH

Revenues are generated in a number of countries analysed as to:

2010

2009*

£

£

Europe

39,522

-

Middle East

213,471

489,432

Far East

116

-

253,109

489,432

*Vipera GmbH

 

2010

2009

UK

Switzerland

Italy

Total

Total

£

£

£

£

£

Total segment revenue

29,338

253,109

141,755

424,202

489,432

Inter-segment revenue

(29,338)

-

(141,755)

(171,093)

-

Revenue from external customers

-

253,109

-

253,109

489,432

*Vipera GmbH

Sales between segments are carried out at contractually agreed rates.

 

Revenues in excess of 10% with a single customer were as follows

2010

2009*

£

£

Customer 1

83,191

319,008

Customer 2

80,621

103,437

Customer 3

49,659

66,806

Customer 4

39,408

-

Others

230

181

253,109

489,432

*Vipera GmbH

These revenues are attributable to the Switzerland segment, for the supply of software and related services.

The (Loss)/Profit is attributable to segments as to:

2010

2009*

UK

Switzerland

Italy

Total

Total

£

£

£

£

£

Operating profit/(loss)

6,827

(131,193)

13,634

(110,732)

89,012

Profit on disposal of subsidiary

158,139

-

-

158,139

-

Impairment of goodwill

(319,780)

-

-

(319,780)

-

Finance income

682

21

-

703

6,235

Finance costs

(15,692)

(510)

(3)

(16,205)

(26,260)

Taxation

-

19,068

(7,322)

11,746

(13,798)

(Loss)/Profit after tax

(169,824)

(112,614)

6,309

(276,129)

55,189

*Vipera GmbH

The assets and liabilities of the Group are attributable to segments as to:

2010

2009*

UK

Switzerland

Italy

Consolidation

Total

Total

£

£

£

£

£

£

Additions to non-current assets

 

-

 

197,380

 

-

 

-

 

197,380

 

186,932

Depreciation charge

-

596

1,204

-

1,800

410

Total assets

9,604,816

1,702,585

155,018

(8,179,241)

3,283,178

1,085,861

Total liabilities

(46,052)

(945,409)

(140,214)

624,858

(506,817)

(307,573)

9,558,764

757,176

14,804

(7,554,383)

2,776,361

778,288

*Vipera GmbH

 

4 Staff costs

The average number of employees, including Directors, employed by the Group was:

2010

2009*

No.

No.

Marketing and sales

2

3

Technology and product development

3

1

Administration

3

-

8

4

*Vipera GmbH

Employees', including Directors', costs comprise:

2010

2009*

£

£

Wages, salaries and other staff costs

306,937

82,557

Social security costs

28,028

6,693

Pension costs

2,870

2,769

337,835

92,019

The above costs exclude pre-acquisition costs incurred by Vipera Plc (formerly called Ricmore Capital Plc). Staff costs include £140,813 of costs capitalised and included under non-current intangible assets.

5 Directors

Directors' emoluments including pre-acquisition costs incurred by Vipera Plc (formerly called Ricmore Capital Plc) comprise:

2010

2009*

£

£

Emoluments

305,465

218,628

Highest paid Director's remuneration:

Emoluments

96,698

92,052

*Vipera GmbH

Information regarding Directors' share options is shown under Directors' Interests in the Directors' Report.

 

Group 2010

Salary

and fees

 

Bonus

Other benefits

 

Total

£

£

£

£

Executive Directors:

Marco Casartelli

96,698

-

-

96,698

Silvano Maffeis

89,233

-

-

89,233

Roger Mitchell

23,284

20,000

-

43,284

Non-executive Directors:

John Defterios

5,625

-

-

5,625

Martin Perrin

21,250

5,000

5,000

31,250

John Shaw

24,375

15,000

-

39,375

260,465

40,000

5,000

305,465

 

 

2009

Salary

and fees

 

Bonus

Other benefits

 

Total

£

£

£

£

Executive Directors:

Marco Casartelli

92,052

-

-

92,052

Silvano Maffeis

82,557

-

-

82,557

Roger Mitchell

-

-

-

-

Non-executive Directors:

John Defterios

-

-

-

-

Martin Perrin

18,750

-

-

18,750

John Shaw

22,500

-

-

22,500

215,859

-

-

215,859

The amounts shown include remuneration paid by Vipera Plc to the Directors in the pre-acquisition period.

 

6 Operating (loss)/profit

2010

2009*

£

£

The operating profit/(loss) is arrived at after charging:

Auditors' remuneration:

Fees payable to the Company's auditors:

- for the audit of the Company's and Group's annual accounts

 

 

18,950

 

 

3,105

Non-audit fees:

- Tax services

1,420

-

Net foreign exchange (gains)/losses

(34,722)

20,039

Depreciation of property, plant and equipment

1,800

410

Operating lease rentals

- Land and buildings

7,910

4,433

- Other

2,265

-

*Vipera GmbH

In accordance with IFRSs, costs associated with the reverse acquisition of Vipera Plc (formerly Ricmore Capital Plc) by Vipera GmbH have been expensed in the statement of comprehensive income of the Company. These had been incurred or accrued for by the date of completion of the acquisition, and have been accounted for as pre-acquisition expenses. In addition to the non-audit fees disclosed above, Littlejohn LLP charged £60,625 (2009 - £Nil) in connection with the corporate finance transaction.

The loss for the financial year dealt with in the financial statements of the parent Company, Vipera Plc, was £346,414 (2009 - loss of £31,636). As permitted by Section 408 of the Companies Act 2006, no separate statement of comprehensive income is presented in respect of the parent Company.

7 Expenses by nature

2010

2009*

£

£

Employee benefit expense

123,647

92,019

Depreciation

1,800

410

Operating lease expenses

10,175

4,433

Professional fees

187,179

221,838

Other

41,040

81,720

363,841

400,420

8 Profit on disposal of subsidiary undertaking

During the year, the Company received further deferred consideration pursuant to the disposal, in January 2009, of Energy Assets Limited amounting to £158,139.

9 Finance income

2010

2009*

£

£

Interest receivable

703

78

Foreign exchange gain on financial instruments

-

6,157

703

6,235

*Vipera GmbH

10 Finance costs

2010

2009*

£

£

Interest payable and other finance costs

16,205

64

Foreign exchange losses on financial instruments

-

26,196

16,205

26,260

*Vipera GmbH

 

11 Tax

Analysis of tax (credit)/charge on ordinary activities:

2010

2009*

£

£

Current tax

Current year

9,323

-

Prior year adjustment

-

-

Deferred tax

Current year

(21,069)

13,798

Prior year adjustment

-

-

Total tax (credit)/charge (to Consolidated Statement of Comprehensive Income)

 

(11,746)

 

13,798

*Vipera GmbH

Factors affecting the tax (credit)/charge for the year

The tax (credit)/charge for the year is higher (2009 - lower) than the standard rate of corporation tax in the UK of 28% (2009: 28%). The difference is explained below:

2010

2009*

£

£

Group (loss)/profit before tax

(287,875)

68,987

Credit on loss on ordinary activities at standard rate

(80,605)

19,317

Effect of:

Expenses not deductible in determining taxable profit

92,408

-

Capital (gains)/losses (utilised)/carried forward

(44,279)

-

Deferred taxation

(21,069)

-

Capital taxes

2,001

-

Effect of different corporate tax rates on UK and overseas earnings

793

(5,519)

Tax losses for the period not relieved

39,005

-

(11,746)

13,798

*Vipera GmbH

 

Factors affecting the tax charge of future periods

Tax losses available to be carried forward by the Group at 31 December 2010 against future profits are estimated to comprise trading losses of approximately £2,296,501 and capital losses of approximately £2,015,813.

A deferred tax asset amounting to approximately £937,898 (31 December 2009: £159,105) has not been recognised in respect of accumulated losses in the UK, as there is insufficient evidence that the asset will be recovered in the foreseeable future. There were no other factors that may affect future tax charges.

 

12 Loss per share

Basic loss per share has been calculated by dividing the loss on ordinary activities after taxation by the weighted average number of shares in issue during the year. None of the share based payments were potentially dilutive at the year end and so there is no difference between the basic and diluted loss per share.

Since the year end, 276,471 warrants have been exercised, which may result in the dilution of the earnings per share in the future. Details of share options and warrants that were anti-dilutive but may be dilutive in the future are set out in note 22.

 

31 December 2010

Basic and Diluted

Loss on ordinary activities after taxation

£276,129

Number of shares

110,803,187

Loss per share (pence)

0.24 p

 

31 December 2009*

Basic and Diluted

Profit on ordinary activities after taxation

£55,189

Number of shares†

96,107,301

Earnings per share (pence)

0.05 p

 

Number of shares:

2010

2009

Weighted average number of shares

110,803,187

96,107,301

*Vipera GmbH † re-stated for the effect of the reverse acquisition

13 Goodwill and business combination

Group

Company**

Goodwill arising on reverse acquisition of the Company by Vipera GmbH

£

£

Cost

At 1 January 2009 and 2010

-

-

Additions

671,098

-

At 31 December 2010

671,098

-

Accumulated impairment losses

At 1 January 2009 and 2010

-

-

Impairment losses for the year

319,780

-

At 31 December 2010

319,780

-

Net book value

At 31 December 2010

351,318

-

At 31 December 2009

-

-

At 31 December 2008

-

-

**Vipera Plc

The goodwill is considered to be attributable to the benefits to be derived from the parent company as a listed entity. Goodwill is included within the UK reporting segment.Details of the consideration paid, net assets acquired and goodwill are as follows:

£

Consideration

Equity instruments in issue: 13,310,735 Ordinary Shares at 7.55p each

1,004,960

Fair value of warrants issued

71,308

Total consideration

1,076,268

Fair value of Vipera Plc net assets acquired

Cash and cash equivalents

531,633

Trade and other receivables

-

Trade and other payables

(126,463)

Total identifiable net assets

405,170

Goodwill

671,098

In the absence of a reliable valuation of Vipera GmbH, the cost of the combination was calculated using the fair value of all the issued equity instruments of Vipera Plc at the date of acquisition. The fair value of the Ordinary Shares of Vipera Plc was based on the published share price on 16 August 2010. The carrying value of the net assets acquired was the same as the fair value.

Vipera Plc did not contribute any revenue to the Group since the acquisition on 16 August 2010. The consolidated statement of comprehensive income includes £158,139 of profit from the sale of a former subsidiary and an operating profit of £6,827 in the period since acquisition, which is attributable to Vipera Plc. Had Vipera Plc been consolidated from 1 January 2010, the consolidated statement of comprehensive income would show unchanged revenues of £253,109 and a loss of £704,785 (an additional £496,370 loss).

14 Intangible assets

Product

platforms

 

Total

Group

£

£

Cost

At 1 January 2009*

1,269,354

1,269,354

Additions

104,376

104,376

Internal development

82,556

82,556

Exchange differences

(91,444)

(91,444)

At 1 January 2010

1,364,842

1,364,842

Additions

56,567

56,567

Internal development

140,813

140,813

Exchange differences

201,363

201,363

At 31 December 2010

1,763,585

1,763,585

Accumulated amortisation

At 1 January 2009*

(435,912)

(435,912)

Charge for the year

-

-

Exchange differences

33,074

33,074

At 1 January 2010

(402,838)

(402,838)

Charge for the year

-

-

Exchange differences

(53,398)

(53,398)

At 31 December 2010

(456,236)

(456,236)

Net book value

At 31 December 2010

1,307,349

1,307,349

At 31 December 2009*

962,004

962,004

At 31 December 2008*

833,442

833,442

*Vipera GmbH

The above intangible assets comprise investment in the development of group product platforms. All research and development costs not eligible for capitalisation have been expensed.

The recoverable amount of the above cash generating unit has been determined based on value in use calculations. No goodwill is allocated to the Group's cash generating unit as this related to the parent company as explained in note 13. The value in use calculations use cash flow projections based on financial budgets approved by management covering a two year period. These incorporate contracted revenues, revenues which are based on project tenders and projected revenue. Given the nature of the work and the visibility of revenue in the future, it is considered appropriate not to extend the discounted cash flow workings beyond this period. Probabilities have been assigned to revenues based on the anticipated success - a rate of 90-95% has been applied to contracted work, versus 70% applied to projected work. A discount rate of 15% has been used in the calculations. The recoverable amount based on value in use exceeded the carrying value by £2,252,182. A reduction in the projected revenues by 70% would remove the remaining headroom and give rise to the recognition of an impairment charge against profit or loss.

15 Deferred taxation

Group

Statement of Financial Position

31 December2010

31 December

2009*

1 January

2009*

£

£

£

Deferred tax liability:

Revaluations of intangible assets to development costs

(45,290)

(10,815)

14,630

Deferred tax asset:

Revaluations of property, plant and equipment to costs net of accumulated depreciation

 

172

 

218

 

334

Deferred revenue

-

-

5,270

Losses available for offset against future taxable income

165,392

96,264

87,785

165,564

96,482

93,389

Reflected in the Statement of Financial Position as to:

Deferred tax asset

165,564

96,482

93,389

Deferred tax liability

(45,290)

(10,815)

14,630

120,274

85,667

108,019

Reconciliation of net deferred tax asset

Opening balance as of 1 January

85,667

108,019

73,485

Tax income/(expense) recognised in Statement of Comprehensive Income

 

21,069

 

(13,797)

 

(95)

Exchange differences

13,538

(8,555)

34,629

Balance at 31 December 2010

120,274

85,667

108,019

*Vipera GmbH

Deferred tax assets are recognised on tax losses carried forward to the extent that the realisation of the related tax benefit through future taxable profits is probable. The Group did not recognise deferred tax assets in respect of tax losses of approximately £3,596,142, which are available to carry forward against future taxable income.

 

 

 

16 Property, plant and equipment

Office equipment

Technical

equipment

 

Total

Group

£

£

£

Cost

At 1 January 2009*

352

5,828

6,180

Additions

-

441

441

Disposals

-

-

-

Exchange differences

(26)

(443)

(469)

At 1 January 2010*

326

5,826

6,152

Additions

1,038

6,792

7,830

Disposals

-

-

-

Exchange differences

33

222

255

At 31 December 2010

1,397

12,840

14,237

Accumulated depreciation

At 1 January 2009*

141

5,310

5,451

Charge for the year

32

378

410

Disposals

-

-

-

Exchange differences

(11)

(393)

(404)

At 1 January 2010*

162

5,295

5,457

Charge for the year

1,072

728

1,800

Disposals

-

-

-

Exchange differences

17

209

226

At 31 December 2010

1,251

6,232

7,483

Net book value

At 31 December 2010

 

146

 

6,608

 

6,754

At 31 December 2009*

164

531

695

At 31 December 2008*

211

518

729

* Vipera GmbH

17 Investment in subsidiary undertakings

2010

2009

Company**

£

£

Cost at 1 January 2009

-

-

Additions

7,905,701

-

Cost at 31 December 2010

7,905,701

-

**Vipera Plc

The following are the principal subsidiaries of the Company at 31 December 2010 and at the date of these financial statements.

 

 

Country of incorporation

Class of shares

Proportion of Nominal value and voting rights held by parent company

Nature of business

Vipera GmbH

Switzerland

Ordinary

100%

Software development and sales

Vipera Srl

Italy

Ordinary

100%

Sales and marketing of group products

Vipera GmbH was acquired on 16 August 2010 for a consideration of £7,897,013. This was settled by the issue of shares at 7.55p each, being the fair value of the shares at the acquisition date, together with 4,044,217 warrants. The fair value of the warrants has been calculated as £71,308, using the Black Scholes pricing model.

On 4 October 2010 the Company created a subsidiary in Italy, Vipera Srl, with share capital of €10,000 (£8,688).

18 Trade and other receivables

2010

2009

Group

Company**

Group*

Company**

£

£

£

£

Trade receivables

130,245

-

-

-

Other receivables

11,666

3,657

8,790

-

Amount owed by group undertakings

-

566,317

-

-

Prepayments and accrued income

2,500

2,500

187

-

144,411

572,474

8,977

-

*Vipera GmbH

**Vipera Plc

Trade receivables

Included in the Group's trade receivables balance are debtors with a carrying amount of £105,733 (2009 - £nil) which are past due at the reporting date for which the Group has not provided as there has not been a significant change in credit quality and the amounts are still considered recoverable.

Ageing of past due but not impaired trade receivables:

2010

2009*

£

£

0 - 15 days

112,812

-

16 - 30 days

-

-

Over 30 days

17,433

-

130,245

-

The carrying amount of the Group's trade and other receivables are denominated in the following currencies:

2010

2009*

£

£

US Dollars

77,974

-

Emirati Dirham

52,271

-

130,245

-

 *Vipera GmbH

The maximum exposure to credit risk at the reporting date is the carrying value reported above. The Group does not hold collateral as security.

 

19 Trade and other payables

2010

2009

Group

Company**

Group*

Company**

£

£

£

£

Trade payables

43,414

19,144

255,910

15,758

Shareholder loans

171,308

-

-

-

Sundry creditors and accruals

101,271

26,908

19,455

25,820

315,993

46,052

275,365

41,578

*Vipera GmbH

**Vipera Plc

Shareholder loans are unsecured, interest free and repayable on or before 31 December 2011.

20 Non current liabilities

Other payables of £102,565 (2009 - £nil) represent loans from shareholders which are not currently committed to be repayable within one year after the year end. The amounts are unsecured, interest free and repayable at the discretion of the Board taking into account the working capital requirements of the Group.

21 Called up share capital

2010**

2009**

No. of shares

No. of shares

'000

£

'000

£

Authorised:

Ordinary shares of 1p

680,542,352

6,805,424

500,000,000

5,000,000

Deferred shares of 24p

13,310,735

3,194,576

-

-

10,000,000

5,000,000

Allotted and fully paid:

Ordinary shares of 1p

129,727,160

1,297,272

332,768,383

3,327,684

Deferred shares of 24p

13,310,735

3,194,576

-

-

4,491,848

3,327,684

 

No. of 1p Ordinary Shares**

 

 

£

No. of 24p Deferred Shares**

 

 

£

At 1 January 2010

332,768,383

3,327,684

-

-

Share consolidation

(319,457,648)

(3,194,576)

13,310,735

3,194,576

Shares issued

116,416,425

1,164,164

-

-

At 31 December 2010

129,727,160

1,297,272

13,310,735

3,194,576

**Vipera Plc

On 13 August 2010 the Company consolidated each Ordinary Share of 1p each in the capital of the Company into Ordinary Shares of 25p each. Immediately thereafter each resulting Ordinary Share of 25p was sub-divided and reclassified as 1 Ordinary Share of 1p each and 1 Deferred Share of 24p each in the capital of the Company.

Subsequent to that date, the Company issued the following shares:

- 103,651,724 new Ordinary Shares at an issue price of 7.55 pence per share as part of the consideration payable upon the acquisition of Vipera GmbH on 16 August 2010;

- 647,058 new Ordinary Shares at an issue price of 8.5 pence per share subscribed for at re-admission following the acquisition of Vipera GmbH;

- 11,764,701 new Ordinary Shares, together with warrants to subscribe for a further 1,176,743 shares, at an issue price of 8.5 pence per share subscribed, pursuant to a placing to raise £1,000,000 of additional capital on 9 November 2010; and

- 352,942 new Ordinary Shares by way of commission in relation to the November 2010 placing.

The Ordinary Shares entitle the holders to receive all ordinary dividends and all assets on a winding up, subject only to satisfying the entitlement, if any, of the holders of the Deferred Shares.

A Deferred Share does not entitle the holder thereof to receive notice of or attend and vote at any general meeting of the Company or to receive a dividend or other distribution or to participate in any return of capital on a winding up other than the nominal amount paid on such shares once the holders of new Ordinary Shares have received a distribution of £10,000,000 per new Ordinary Share.

 

NOTE TO THE ANNOUNCEMENT

 

The financial information set out above for the years ended 31 December 2010 and 31 December 2009 does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006, but is derived from those accounts. Whilst the financial information included in this announcement has been compiled in accordance with International Financial Reporting Standards ("IFRS") this announcement itself does not contain sufficient financial information to comply with IFRS. A copy of the statutory accounts for 2009 has been delivered to the Registrar of Companies and those for 2010 will be posted to shareholders. The full audited financial statements for the years end 31 December 2010 and 31 December 2009 do comply with IFRS.

 

 

 

Notice of Annual General Meeting

 

Notice is hereby given that an Annual General Meeting of Vipera Plc will be held at 1 Cornhill, London EC3V 3NDon Tuesday, 17 May 2011 at 12 noon for the following purposes:

Ordinary Business:

1. To receive the Report of the Directors and Auditors and the Accounts for the year ended 31 December 2010.

2. To re-elect John Kosta Defterios as a Director of the company.

3. To re-elect Marco Casartelli as a Director of the company.

4. To re-elect Roger Paul Mitchell as a Director of the company.

5. To re-elect Silvano Maffeis as a Director of the company.

6. To reappoint Littlejohn LLP as auditors and to authorise the Board to fix their remuneration.

Special Business

To consider and, if thought fit, to pass the following Resolutions which will be proposed as to Resolution 7 as an ordinary Resolution and as to Resolution 8 as special Resolutions:

7. THAT for the purposes of section 551 Companies Act 2006 ("2006 Act") (and so that expressions used in this resolution shall bear the same meanings as in the said section 551):

(a) the Directors be generally and unconditionally authorised to exercise all powers of the Company to allot shares and to grant such subscription and conversion rights as are contemplated by sections 551(1)(a) and (b) of the 2006 Act respectively up to a maximum nominal amount of £1,000,000 to such persons and at such times and on such terms as they think proper during the period expiring at the conclusion of the next Annual General Meeting of the Company (unless previously varied, revoked or renewed by the Company in general meeting); and

(b) the Company shall be entitled to make, prior to the expiry of such authority, any offer or agreement which would or might require relevant securities to be allotted after the expiry of such authority and the Directors may allot any relevant securities pursuant to such offer or agreement as if such authority had not expired; and

(c) all prior authorities to allot securities be revoked but without prejudice to the allotment of any securities already made or to be made pursuant to such authorities.

8. THAT the Directors be granted power pursuant to Section 571 of the Companies Act 2006 to allot equity securities (within the meaning of section 560 of the 2006 Act) for cash, pursuant to the authority conferred on them to allot such shares or grant such rights by Resolution 8 contained in the Notice of the Annual General Meeting of the Company of which this Resolution forms part as if section 561(1) and sub sections (1)-(6) of section 562 of the 2006 Act did not apply to any such allotment, provided that the power conferred by this Resolution shall be limited to:

(a) the allotment of equity securities in connection with an issue or offering in favour of holders of equity securities and any other persons entitled to participate in such issue or offering where the equity securities respectively attributable to the interests of such holders and persons are proportionate (as nearly as maybe) to the respective number of equity securities held or deemed to be held by them on the record date of such allotment, subject only to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with fractional entitlements or legal or practical problems under the laws or requirements of any recognised regulatory body or stock exchange in any territory; and

(b) the allotment of equity securities up to an aggregate nominal value of £1,000,000; and

(c) shall expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, the date 15 months from the date of passing of this Resolution unless previously varied, revoked or renewed by the Company in general meeting provided that the Company December, before such expiry, make any offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities pursuant to any such offer or agreement as if the power hereby conferred had not expired; and

 

(d) all prior powers granted under section 571 of the Companies Act 2006 be revoked provided that such revocation shall not have retrospective effect.

 

By Order of the Board

Martin Perrin

Secretary

11 April 2010

Registered office:

39 Station Road

Thames Ditton

Surrey KT7 0PA

 

 

 

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