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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
8th Jan 20107:00 amRNSSecond Interims for Nine Months to 31 Dec 2009
8th Dec 20094:02 pmRNSInterim Results for 6 months to 30 Sep 2009
4th Aug 20092:30 pmRNSResultof AGM, Name Change, Investing Policy
26th Jun 20097:30 amRNSFinal Results
17th Jun 20094:56 pmRNSShare Price Movement
8th May 20096:23 pmRNSHolding in Company
31st Mar 20097:00 amRNSHalf Yearly Report
26th Mar 200911:22 amRNSChange of Accounting Reference Date
12th Jan 20097:00 amRNSChange of Adviser
9th Jan 20095:22 pmRNSResult of General Meeting
23rd Dec 20085:12 pmRNSProposed Disposal
4th Dec 20087:30 amRNSProvision of Finance
30th Sep 20087:00 amRNSInterim Results
11th Aug 20082:53 pmRNSDirectorate Change
26th Jun 20084:40 pmRNSResult of AGM
3rd Jun 20084:07 pmRNSAnnual Report and Accounts
29th Apr 20087:30 amRNSFinal Results
31st Jan 20089:26 amRNSTotal Voting Rights
16th Jan 20084:45 pmRNSIssue of Equity
10th Dec 20078:00 amRNSChange of registered office
7th Dec 20078:00 amRNSTrading Statement
26th Sep 20077:00 amPRNHalf-yearly Report
20th Aug 200711:00 amPRNRule 26
23rd Jul 20072:10 pmPRNDirectorate Change
23rd Jul 20072:08 pmPRNResult of AGM
28th Jun 200712:50 pmPRNFinal Results
28th Jun 20077:00 amPRNRe Alliance with IMServ
13th Jun 20077:00 amPRNRe Agreement
30th Apr 20079:20 amRNSTotal Voting Rights
19th Apr 20077:30 amRNSDirector/PDMR Shareholding
28th Mar 20073:32 pmPRNDirector/PDMR Shareholding
26th Mar 20077:00 amPRNIssue of Equity
8th Mar 20077:00 amPRNContract with Marks & Spencer
5th Feb 20077:00 amPRNTrading Update/ New Contract
8th Dec 20069:11 amRNSTotal Voting Rights
20th Oct 20067:00 amPRNRe Joint Venture
19th Jul 20063:14 pmRNSResult of AGM
21st Jun 20068:00 amRNSFinal Results
9th May 200611:43 amRNSHolding(s) in Company
23rd Mar 20063:48 pmRNSHolding(s) in Company
20th Mar 200610:58 amRNSHolding(s) in Company
17th Mar 20064:58 pmRNSHolding(s) in Company
16th Mar 20064:33 pmRNSHolding(s) in Company
9th Mar 20063:44 pmRNSResult of EGM
21st Feb 20065:27 pmRNSSch 1 - Ricmore PLC
21st Feb 20069:05 amRNSHolding(s) in Company
13th Feb 20067:01 amRNSReverse Takeover
25th Nov 200511:16 amRNSDirector and Co Sec change
14th Oct 200512:38 pmRNSHolding(s) in Company
29th Sep 20059:18 amRNSInterim Results

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