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Schedule 1 - Ricmore Capital plc

22 Jul 2010 15:12

RNS Number : 7849P
AIM
22 July 2010
 



ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

RICMORE CAPITAL PLC (to be renamed VIPERA PLC)

 

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

REGISTERED OFFICE:

 

3 Hardman Square

Spinningfields

Manchester

M3 3EB

 

TRADING OFFICE:

 

Vordere Metzggasse 8

5400 Baden

Switzerland

 

COUNTRY OF INCORPORATION:

 

UNITED KINGDOM

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.vipera.com (to be in place on Admission)

 

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Ricmore Capital Plc, currently an investing company ("Shell"), has conditionally agreed to acquire the whole of the issued share capital of Vipera for £8.81m to be satisfied by the issue of 103,651,724 new Ordinary Shares.

 

Vipera is an Italian-based, provider of software that enables mobile access to personal financial services and offers multi-channel mobility solutions for banking and wallet functionality ready for the deployment of versatile mobile payment solutions. Vipera is currently concentrating its efforts in the Middle East and Italy, although due to a number of key relationships Vipera will look at other territories in conjunction with these partners. Current users include Mashreq Bank, the largest private bank in the United Arab Emirates, Maybank Group (the largest financial services group in Malaysia) and the Ministry of Interior of Qatar. The Directors believe that the Acquisition presents an opportunity to acquire a company that has the potential to increase shareholder value.

 

The Acquisition constitutes a reverse takeover under the AIM Rules and is therefore conditional inter alia upon the approval of Shareholders at the Annual General Meeting.

 

In addition, the Company has raised £55,000, before expenses, by way of the Placing to provide additional working capital for the Enlarged Group.

 

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

117,609,517 Ordinary Shares of 1p per share.

 

Note: every 25 Existing Ordinary Shares of 1p each to become one ordinary share of 1p each following a proposed subdivision and consolidation.

 

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

£55,000 BEING RAISED ON ADMISSION.

 

MARKET CAPITALISATION (ASSUMING £55,000 RAISED) AT THE PLACING PRICE OF 8.5p: £10.00million

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 

92,837,673 New Ordinary Shares representing 78.9 per cent. of the Enlarged Share Capital are not in public hands.

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

 

No others.

 

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

 

John Richard Shaw FCA - Chairman*

Martin Henry Withers Perrin ACA - Non-executive Director

 

(*Following completion of the Proposals John Shaw will become a Non-executive Director)

 

John Kosta Defterios- Non-executive Chairman

Marco Casartelli- Chief Executive Officer

Roger Paul Mitchell ACA- Chief Financial Officer

Dr. Silvano Maffeis- Chief Technology Officer

 

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

As the Date of the Admission Document* Immediately following Admission

Number of Issued % Number of Issued %

Ordinary Shares Ordinary Shares

John Shaw 10,014,337 3.01 400,573 0.34

Alan McKeating 43,960,561 13.21 1,758,422 1.50

Philip Bellamy-Lee 31,624,965 9.50 1,264,999 1.08

Stephen Barclay 14,372,357 4.32 574,894 0.49

Gary Rimmer 13,123,068 3.94 524,923 0.45

Robert Hatton 12,495,679 3.76 499,827 0.42

 

Silvano Maffeis Nil - 24,494,959 20.83

Mobile World Srl Nil - 29,358,003 24.96

Neby & Jahrmann Srl Nil - 29,757,432 25.30

Roger Mitchell Nil - 5,562,043 4.73

Compagnia Fiduciaria Nazionale Nil - 3,784,586 3.22

SpA

 

Note: The Company is proposing to complete a 25:1 Share Consolidation as part of the Proposals.

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

 

Under an agreement dated 21 July 2010 Albachiara SARL, an associate of Roger Mitchell, agreed to provide general administration and Corporate Finance advice to the Company for a fee of £20,000.

 

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

 

(i) 31 DECEMBER

(ii) 31 DECEMBER 2009

(iii) Expected Accounting Timetable:

 

- by 30 September 2010, the Company's unaudited interim statement for the six months ended 30 June 2010;

- by 30 June 2011, the Company's audited accounts for the period ending 31 December 2010; and

- by 30 September 2011, the Company unaudited interim statement for the six months ended 30 June 2011.

 

EXPECTED ADMISSION DATE:

16 August 2010

 

NAME AND ADDRESS OF NOMINATED ADVISER:

Beaumont Cornish Limited

2nd Floor, Bowman House

29 Wilson Street

London

EC2M 2SJ

 

NAME AND ADDRESS OF BROKER:

Daniel Stewart & Company Plc

Becket House

36 Old Jewry

London

EC2R 8DD

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

ADMISSION DOCUMENT AVAILABLE FROM THE OFFICES OF BEAUMONT CORNISH LIMITED, 29 WILSON STREET, LONDON EC2M 2SJ AND WEBSITE WWW.VIPERA.COM.

 

ADMISSION DOCUMENT PRODUCED IN ACCORDANCE WITH THE AIM RULES TO INCLUDE FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES.

 

 

DATE OF NOTIFICATION:

22 July 2010

 

 

NEW/ UPDATE:

NEW

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
PAAZLLFLBDFBBBD
Date   Source Headline
2nd Jan 20147:00 amRNSIssue of Equity
30th Dec 20136:16 pmRNSAcquisition and Subscription
29th Nov 20131:23 pmRNSTotal Voting Rights
20th Nov 201310:18 amRNSTrading Update
19th Nov 20132:40 pmRNSIssue of Equity
13th Nov 201310:36 amRNSIssue of Equity
2nd Sep 201312:36 pmRNSNew Middle East Contract
2nd Aug 20137:00 amRNSKPMG Commercial Partnership Agreement
30th Jul 20137:00 amRNSHalf Yearly Report
26th Jun 20133:06 pmRNSAGM Result and Issue of Warrants
7th Jun 20137:00 amRNSExtension of product offering
4th Jun 20137:00 amRNSPartnership with Equens
31st May 20134:52 pmRNSReport and Accounts and Notice of AGM
28th Jan 20137:00 amRNSMobile banking project
12th Nov 201212:39 pmRNSDirector/PDMR Shareholding - replacement
9th Nov 20124:21 pmRNSDirector/PDMR Shareholding
8th Nov 20127:00 amRNSTrading update
17th Oct 201212:53 pmRNSAGM results and Board change
13th Sep 20127:00 amRNSTrading Update
3rd Sep 20127:30 amRNSRestoration - Vipera Plc
3rd Sep 20127:01 amRNSInterim Results
3rd Sep 20127:00 amRNSFinal Results
24th Jul 201210:55 amRNSWithdrawal from merger
8th Jun 20127:30 amRNSStatement re Suspension and Potential Transaction
8th Jun 20127:30 amRNSSuspension - Vipera Plc
30th Mar 20127:00 amRNSDirectorship Responsibilities
26th Oct 20117:00 amRNSTrading Update
21st Sep 20117:00 amRNSBoard Changes
1st Aug 20117:00 amRNSInterim results for the six months to 30 June 2011
21st Jun 20117:00 amRNSMobile Banking Project with Thai retail bank
1st Jun 201111:40 amRNSTotal Voting Rights
17th May 20111:18 pmRNSAnnual General Meeting and General Meeting results
12th May 20113:11 pmRNSIssue of Warrants and Options
12th Apr 20117:00 amRNSResults for year to 31 Dec 2010
5th Apr 20111:39 pmRNSIssue of Equity
23rd Mar 20117:00 amRNSClarification
31st Jan 20114:52 pmRNSTotal Voting Rights
25th Jan 20115:10 pmRNSExercise of Warrants
18th Jan 201112:38 pmRNSIssue of Equity
7th Dec 20101:24 pmRNSTotal Voting Rights
10th Nov 20107:00 amRNSIssue of Equity
8th Nov 20103:11 pmRNSIntended Placing of New Ordinary Shares
8th Nov 20101:28 pmRNSDistribution Agreement
27th Sep 20107:00 amRNSChange of Registered Office
6th Sep 20107:00 amRNSInterim results for the period ended 30 June 2010
31st Aug 201010:44 amRNSTotal Voting Rights
13th Aug 20104:49 pmRNSResult of AGM
22nd Jul 20103:12 pmRNSSchedule 1 - Ricmore Capital plc
22nd Jul 20107:00 amRNSShareholder Circular and Proposed Acquisition
25th Jun 201010:01 amRNSFinal Results and Change of Broker

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