Last checked at 22 Jul 2010 07:00
FOR IMMEDIATE RELEASE
21 July 2010
Ricmore Capital Plc
("Ricmore" or "the Company")
Shareholder Circular
Proposals for the acquisition of Vipera GmbH Approval of waiver of obligations under Rule 9 of the Takeover Code
Capital Reorganisation
Placing of New Ordinary Shares Change of name to "Vipera Plc"Application for Admission to AIM and
Notice of Annual General Meeting
The Company announces that today the Shareholder circular comprising an AIM Admission Document, in respect of the above Proposals, is being posted to Shareholders. Details on the Proposals as extracted from the Document are set out below:
Introduction
The Company has agreed to acquire the whole of the issued share capital of Vipera for £8,810,397 to be satisfied by the issue of the Consideration Shares. In addition, certain Vendors will receive Vendor Warrants over 4,044,217 New Ordinary Shares following the waiving of share options held by them in the share capital of Vipera. Further information on Vipera is set out below.
The Existing Ordinary Shares were suspended from trading on AIM with effect from 7.00 a.m. on 11 January 2010 as the Company had not yet implemented its investing policy or concluded a reverse takeover on or before 9 January 2010, as required by the AIM Rules. The Acquisition constitutes a reverse takeover under the AIM Rules and, following Completion, having implemented its policy, having published an admission document in respect of the Enlarged Group and assuming the passing of the Resolutions at the Annual General Meeting, the Enlarged Share Capital is expected to be admitted to trading on AIM on 16 August 2010. Until this time trading in the Existing Ordinary Shares on AIM will remain suspended.
The Company also proposes to place, conditional on Admission, New Ordinary Shares at the Placing Price, to raise £55,000 gross to provide additional working capital, bringing the cash resources available to the Enlarged Group to some £750,000.
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, following Completion, and subject to the exercise of the Vendor Warrants the Concert Party will together be the beneficial owners of a maximum of 107,813,588 New Ordinary Shares in the Company, representing a maximum of 88.62 per cent. of the Fully Enlarged Share Capital. Shareholders will also therefore be asked to vote on a resolution at the Annual General Meeting to approve the Waiver. To facilitate the Proposals, the Company is also proposing a Capital Reorganisation.
Reasons for the Acquisition
Vipera operates in what the Directors believe is a fast moving sector of mobile banking and mobile funds transfer. Vipera operates with a low cost base; but has established technology which is already in use and for which the Directors believe there is the potential to expand into a sizeable business. The Directors believe, therefore, that the potential for the Vipera business within its market place provides a platform from which to establish value for both existing and new investors.
As an Investing Company under the AIM Rules, the Company has only a limited period of time in which to effect the implementation of its investing policy and, following the suspension of trading in the Existing Ordinary Shares on 11 January 2010, the admission of the Existing Ordinary Shares to trading on AIM would, if the Company did not make an acquisition or otherwise implement its investing policy, be cancelled.
In a circular to Shareholders dated 23 December 2008, the Company undertook to call a shareholder's meeting to consider the winding up of the Company and the return of funds to Shareholders if it had not identified a suitable acquisition approved by Shareholders following receipt of all of the consideration funds due to the Company pursuant to the disposal, in January 2009, of the Company's subsidiary, EAL.
If such a meeting were held and the Shareholders resolved to wind up the Company and return funds to Shareholders, then any return to Shareholders would be dependent on the level of earn-out consideration, if any, received from Macquarie Energy Assets Holdings Limited, pursuant to the disposal of EAL. The Directors estimate that the total return would amount to between 0.08p and 0.14p for each 1p Existing Ordinary Share currently held, equivalent to between 1.9p and 3.6p per New Ordinary Share.
In the event that the Acquisition is not approved by Shareholders, the admission of the Company's Ordinary Shares to trading on AIM will be cancelled and the Directors will convene a Shareholder meeting to consider appropriate proposals for the future of the Company.
Capital Reorganisation
In order to bring the number of issued shares more in line with the size of the Company and to enable the Consideration Shares and Placing Shares to be issued, it is proposed that the Existing Ordinary Shares will be consolidated, sub-divided and then reclassified.
It is proposed that every 25 Existing Ordinary Shares of 1p will be consolidated, at the Record Date, into one ordinary share of 25p each in the capital of the Company and that the resulting ordinary shares of 25p each will immediately be sub-divided and reclassified as one New Ordinary Share of 1p and one Deferred Share of 24p. Any Shareholders who hold less than 25 Existing Ordinary Shares will not be entitled to receive New Ordinary Shares under the Share Capital Reorganisation. Shareholders with a holding of Existing Ordinary Shares which is greater than 25, but which is not exactly divisable by 25, will have their entitlement rounded down to the nearest whole number. Any fractions arising as a result of the Capital Reorganisation will be aggregated and sold in the market on behalf of the Company.
The proposed Capital Reorganisation will not affect the rights of existing Shareholders. A Deferred Share shall 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. Subject to the adoption of the New Articles at the Annual General Meeting, the Company will have the right to purchase the Deferred Shares from all the Shareholders for a consideration of 1p in aggregate.
If any Shareholder is in any doubt with regard to their current shareholding in Existing Ordinary Shares or have any queries on the Capital Reorganisation then they should contact the Registrars, Share Registrars Limited, on 01252 821 390.
A CREST Shareholder will have their CREST accounts credited with their New Ordinary Shares following Admission. Each other holder of New Ordinary Shares will be issued with a new share certificate which will be dispatched by 31 August 2010. Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM, which is expected to become effective, and dealings commence, on 16 August 2010. No share certificates will be issued in respect of the Deferred Shares.
The Acquisition
The Company has agreed to purchase, pursuant to the Acquisition Agreement, the Vipera Shares held by the Vendors for £8,810,397 million to be satisfied by the issue of the Consideration Shares at the Placing Price. On the basis of Ricmore's mid-market price at suspension of 0.19p on 11 January 2010 the value of the consideration is equivalent to approximately £4.9 million. In addition certain Vendor Warrants will be issued as replacements for existing share options in Vipera.
The Acquisition Agreement is conditional on the satisfaction of, inter alia, the following conditions: (i) the approval of the Resolutions including the Waiver; and (ii) Admission.
The Acquisition Agreement contains warranties and covenants, given by the Vendors in favour of the Company regarding, inter alia, the Vipera Shares and the business, affairs, assets, liabilities and tax liabilities of Vipera. The potential liability of any Vendor in respect of the warranties is capped at the value ascribed as at the date of Completion to the Consideration Shares received by such Vendor respectively. Each Vendor's liability is also subject to other limits, including de minimis thresholds, conduct of claim and expires after a certain period of time. The Acquisition Agreement also contains warranties, given by the Company in favour of the Vendors regarding, inter alia, the capacity of the Company to enter into the Acquisition Agreement, the share capital and matters of material significance relating to the Company.
The Acquisition Agreement restricts, inter alia, the Vendors for a period of 3 years from the later of the date of Completion and, if relevant, the cessation of employment with the Enlarged Group, inter alia, from engaging in any competing business and soliciting employees, customers and suppliers. The Consideration Shares will represent 88.13 per cent. of the Enlarged Share Capital and will, when issued, rank pari passu in all respects with the other New Ordinary Shares then in issue, including all rights to all dividends and other distributions declared, made or paid following Admission.
Current Trading and Prospects
Ricmore Capital Plc
Throughout the interim nine month period ended 31 December 2009, the Company remained an Investing Company under the AIM Rules. In January 2009, the Company announced the sale of the entire issued share capital of EAL to Macquarie Energy Assets Holdings for an aggregate consideration of up to £1,848,572 payable in three tranches. In the third quarter of 2009, the Company received the second tranche of deferred consideration. The amount received was greater than that accrued for at 31 March 2009 and thus the extra funds received, amounting to £75,714, were reported as a gain. In the nine months to 31 December 2009 the Company made a loss after taxation of £31,636 representing a loss per Existing Ordinary Share of 0.01p.
Following receipt of the initial and second tranche of the deferred consideration arising from the sale of EAL, and after subsequent operating costs were paid, cash balances of the Company amounted to approximately £943,000 at 31 December 2009.
The third tranche of up to £666,666 of earn-out consideration, was payable to the Company on or about 30 June 2010 and is conditional upon certain conditions being met and the Company is in the process of agreeing the final details on which this earn-out is calculated. At the date of this Document, the outcome of this is not known.
Vipera GmbH
Vipera is currently in the process of discussing or quoting for additional work for existing customers and tendering for a number of assignments for new customers including further developing its existing relationship with SIA-SSB, a leading European ICT provider. In addition, a new major Middle Eastern banking customer has asked Vipera to commence deployment of its banking system for its retail customers, contracts for which are in the process of being agreed.
Vipera trades in markets which are expanding rapidly, therefore providing it with the opportunity to exploit its software platform. The Directors and Proposed Directors believe that this platform is sufficiently robust and flexible to meet the demands of this expanding market and will be able to accommodate technical developments within the industry concerned. Whilst the achievement of results will depend upon the timing of securing contracts, for the reasons above, the Directors are confident that a sizeable business can be built.
The benefit of this new business pipeline will not be seen until the second half of the financial year.
Information on Vipera
Vipera was founded in 2003, by Swiss-born Silvano Maffeis, a Proposed Director and highly experienced in distributed computing systems, Middleware, Web Services, Java, and mobile solutions. He used his past experience in the sector to develop a core technology for developing, deploying, and managing services based on mobile applications. Marco Casartelli, himself from a software and consumer marketing background, joined Silvano in 2005 as a seed investor and CEO and together they established the Vipera business in Zurich and Milan.
In 2005, Vipera developed a business to consumer ("B2C") instant messaging and micro-blogging mobile solution called VMSN. This application, still running and adopted by more than 300,000 users, has allowed the Vipera core technology to be tested and optimized across numerous geographical locations, mobile networks and mobile units.
In late 2005, Vipera won a tender with Maybank Malaysia for a Mobile Banking system which is implemented via a contract between Vipera and Quicknet.comSDN BHD. Following an initial private financing in 2006, and after analyzing the potential market and growth, Vipera decided to focus as a technology vendor and an application service provider in the Mobile Financial Services ('MFS') and Mobile Solution sectors to enterprises, particularly in the region of the Middle East, where it had established business relationships.
Vipera has historically concentrated its efforts in the Middle East, although due to a number of key relationships Vipera is looking at other territories (including Europe) in conjunction with these and other partners. Current and past underlying customers have included Mashreq Bank (the largest private bank in the United Arab Emirates), Maybank, the largest financial services group in Malaysia, (as a result of a contract with Quicknet.com SDN BHD),Axiom Telecom (the largest mobile phone retailer in the Middle East), and the Ministry of Interior of Qatar.
Proposed Directors and Senior Management
Brief biographical details of the Proposed Directors are set out below.
On Admission, John Shaw will step down as Chairman and both John Shaw and Martin Perrin will continue as Non-executive Directors.
Proposed Directors
John Defterios (aged 49) - Non-executive Chairman
John Defterios has 25 years worth of experience in financial news and global affairs having originally qualified from the University of Southern California in 1984. Having previously worked for Reuters, in 1992 he joined CNN and worked as an anchor and correspondent for CNN, CNN International in both New York and London. Then from 2000 to 2007, he was a host of the 'World Business', an internationally syndicated programme which was being distributed to around 230 million households in Europe, Middle East, Asia and the USA. Since October 2007, he has been a host of the 'Marketplace Middle East' aired by CNN International from Friday to Sunday. In addition, John holds several other positions; he is a media leader of the World Economic Forum and Chairman of 'Business Week' events in Asia, the Middle East and the USA. Since 2000 he has been President of FBC Group Limited, an international media consultancy practice specialising in strategic communications, based in London.
Marco Casartelli (aged 42) - Chief Executive Officer
Marco Casartelli is the co-founder and full-time chief executive officer of Vipera. He has an extensive international background in the telecommunications, media and technology sector having begun in 1992 as a consultant, analyst and programmer for several Italian companies, such as Olivetti and Media Partners Group. In 1997, he was part of the founding team of Yahoo in Italy and this was followed in 1998 by a period as a co-founder and chief operating officer at SportNow, a company providing sports content to the Scandinavian market and which was sold to Sportal UK. In 1999, he was part of the founding team of Sports.com, a UK internet company providing news, sports entertainment content and betting services, and Managing Director of Sports.comItalia from 2000 to 2004. In 2005 he set up Vipera along with Silvano Maffeis.
Roger Mitchell (aged 46) - Chief Financial Officer
Roger Mitchell qualified as a Scottish Chartered Accountant with PricewaterhouseCoopers in 1987, before moving in 1988 to James Capel Investment Bank (now part of HSBC). Following that he went on to hold senior finance roles at Amstrad Plc in Italy as CFO and Joint CEO and then at Virgin EMI Plc in Italy, as CFO. In 1998, he joined Scottish Premier League Limited as the Chief Executive Officer. In 2002, he left to establish his own consultancy business, Albachiara, based in the UK and now Switzerland and offering strategic corporate finance and general management consultancy services to clients including EBT Mobile China Plc, for which he acted as CEO. He also holds non-executive director positions in a number of private companies in the UK and Europe. In January 2009, he joined Vipera as Chief Financial Officer and has agreed to devote such time as is necessary to carry out such duties.
Dr. Silvano Maffeis (aged 44) - Chief Technology Officer
Silvano Maffeis holds a doctoral degree in computer science obtained from the University of Zurich in 1995. Following that he completed his post-doctoral studies at Cornell University in 1996. He then joined Olsen & Associates AG in 1996 where, as a head of IT department, he designed and implemented a middleware architecture for the transmission of real-time financial data. He joined Softwired AG as a chief technology officer in 1998 where he was responsible for the Company's technology vision, product strategy and development of middleware products. In 2003, he joined Pyx Engineering AG as a software architect where he designed and implemented critical software systems. In 2005, he co-founded Vipera and has been full-time Chief Technology Officer since then.
Set out in the Appendix 1 is the further information as required to be disclosed under the AIM Rules.
Senior Management
In addition to the above executives, the key senior management of Vipera includes:
Andrea Gambirasio (aged 43), Head of Sales and Business Development
Andrea Gambirasio has a degree in Computer Science from University of Milan having graduated in 1990. Following this, he worked on several EU funded projects as a software engineer. In 1996, he co-founded SoftSolutions!, an Italian provider of electronic trading software systems for primary and secondary fixed income markets, where he has been responsible for marketing and rolling out solutions to leading institutions, including HSBC, BNP Paribas, Unicredit, MTS Group and others. He left SoftSolutions! in 2006 after selling his shares, and joined Vipera as Head of Sales and Business Development.
Share Option Arrangements
The Directors intend to introduce the Share Option Plan, following Completion, for the benefit of employees of the Enlarged Group, to be based on performance criteria. It is expected that such options will not exceed 10 per cent. of the Enlarged Share Capital.
Warrants
Conditional on the implementation of the Proposals, the Company has agreed to issue 100,000 Warrants to each of John Shaw, Martin Perrin, Daniel Stewart and Beaumont Cornish to subscribe for Warrant Shares at the Placing Price. The 100,000 Warrants to be issued to Beaumont Cornish, if exercised, would represent 0.08 per cent. of the Enlarged Share Capital on Admission. The 200,000 Warrants to be issued to each of John Shaw and Martin Perrin fall under Rule 16.2 of the Takeover Code. Beaumont Cornish confirm that, in their opinion, the grant of these Warrants is fair and reasonable.
In addition the Company is proposing to issue 4,044,217 Vendor Warrants to certain Vendors.
Dealing Restrictions
Immediately following Admission, the Directors, Proposed Directors, Andrea Gambirasio and Neby & Jahrmann Srl who, in aggregate, hold 92,837,673 New Ordinary Shares representing 78.9 per cent. of the Enlarged Share Capital, have undertaken to the Company and Beaumont Cornish, subject to certain exceptions in accordance with, inter alia, the AIM Rules and Takeover Code, not to dispose of or transfer any New Ordinary Shares in which they are interested for a period of 12 months from Admission and, not without prior consultation with the Company's nominated adviser, for a further 12 months following this initial 12 months. In addition, all proposed recipients of the Vendor Warrants are subject to the dealing restrictions as set out above.
The Placing
The Company has conditionally placed a total of 647,058 Placing Shares at the Placing Price, to raise £55,000 gross, to be applied against the cost of the Proposals, the major part of which has already been disbursed.
The Placing is conditional, inter alia, upon:
(a) the passing of the Resolutions;
(b) the Acquisition becoming wholly unconditional save for Admission; and
(c) Admission having become effective on or before 8.00 a.m on 31 August 2010 (or such later date as the Company may agree, not being later than 30 September 2010).
The Placing Shares will represent 0.55 per cent. of the Enlarged Share Capital and will, when issued, rank pari passu in all respects with the other New Ordinary Shares then in issue, including all rights to all dividends and other distributions declared, made or paid following Admission.
Application will be made for the Enlarged Share Capital (including the Placing Shares and the Consideration Shares) to be admitted to trading on AIM. It is expected that trading in the Enlarged Share Capital will commence on 16 August 2010.
Vipera Shareholder Loans
As at the date of this Document, Vipera owes £191,903, in aggregate, to shareholders and their connected persons, comprising €100,000 from Mobile World Srl and CHF174,312 from Albachiara SagL.
These amounts are unsecured and interest-free and, following an agreement dated 24 March 2010 with both parties, are repayable at such time as the Enlarged Group is, in the sole discretion of the Board, sufficiently profitable to repay the loans having taken into account the working capital requirements of the Enlarged Group for the next 12 months.
Between 1 March and 23 March 2010, shareholders in Vipera advanced loans to Vipera amounting to CHF 250,000.The loans are unsecured and interest-free and are only repayable by the company on or after 31 December 201 1 unless the Board, in its sole discretion, agrees that the Enlarged Group is sufficiently profitable to repay these loans having taken into account the working capital requirements of the Enlarged Group for the next 12 months. In relation to these loans,Vipera granted further options which are being waived in consideration of the issue of Warrants by the Company.
Takeover Code
The Vendors, details of whom are set out below are a Concert Party under the Takeover Code. Therefore, the issue of the Consideration Shares to the Concert Party, and the future exercise of Vendor Warrants, gives rise to certain considerations under the Takeover Code, as set out below. The Takeover Directive (Interim Implementation) Regulations 2006 were implemented as Part 28 of the Act on 20 May 2006. Accordingly, the Panel was given statutory authority in the Act with effect from January 2007. The Act gives the Panel this authority in respect of all bids subject to the Takeover Code. The Panel has statutory powers under the Act to make rules on takeover regulation, to require disclosure of information and to impose sanctions on those who breach its rules.
The Takeover Code is issued and administered by the Panel and, as described above, now has a statutory basis.The Takeover Code applies to all takeovers and merger transactions, however effected, where the offeree company is, inter alia, a listed or unlisted public company incorporated and having its place of central management and control in the UK, the Channel Islands or the Isle of Man or falls within certain categories of private limited companies. Ricmore is such a company and its Shareholders are entitled to the protection afforded by the Takeover Code.
The New Ordinary Shares to be issued pursuant to the Placing and the Acquisition will be subject to the Takeover Code. Under Rule 9 of the Takeover Code ("Rule 9"), any person, or group of persons acting in concert, who acquires, whether by a series of transactions over a period of time or not, an interest in shares which (taken together with shares already held by him or shares held or acquired by persons acting in concert with him), carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code, or any person who, together with persons acting in concert with him, is interested in shares which, in aggregate, carry not less than 30 per cent. of the voting rights, but does not hold shares carrying more than 50 per cent. of the voting rights and such person, or any person acting in concert with him, acquires an interest in any other shares which increase his percentage of the share carrying voting rights in which he is interested, is normally required by the Panel to make a general offer in cash to acquire the remaining shares in the company to all its shareholders at not less than the highest price paid by him or any persons acting in concert with him within the preceding twelve months. Rule 9 is subject to a number of dispensations and in particular the Company is requesting the Waiver.
Immediately on Admission and assuming completion of the Placing, the Concert Party will hold 103,769,371 New Ordinary Shares, representing 88.23 per cent. of the Enlarged Share Capital. The issue of the Consideration Shares to the Concert Party would give rise to an obligation on the Concert Party to make a general offer to all Shareholders under Rule 9 of the Takeover Code. 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 the date of this Document and as it will be immediately after (i) issue of the Consideration Shares; and (ii) exercise in full of the Vendor Warrants:
|
| Number of Vipera Shares held as at the date of this 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 | Vendor Warrant** granted over number oNew Ordinary | Number of New Ordinary Shares assuming all Vendor Warrants exercised | % of Fully Enlarged Share Capital*** | ||
| Members of the Concert Party |
|
| (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 |
|
|
|
|
|
|
| ||
| (Petter Neby)* | 2,980 | 28.71 | 29,757,432 | 25.30 | 319,543 | 30,076,975 | 24.72 | ||
| Compagnia |
|
|
|
|
|
|
| ||
| Fiduciaria |
|
|
|
|
|
|
| ||
| 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 will hold 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.
The Directors believe that it is appropriate for the Company to carry out the Acquisition and the Placing, and to issue the Consideration Shares and Vendor Warrants to members of the Concert Party. However, the Directors would not be prepared to approve the Acquisition in circumstances that would lead to the Concert Party or any member of it becoming obliged to make a general offer to acquire all of the New Ordinary Shares not held by the Concert Party or any member. The Vendors are only prepared to enter into the Acquisition Agreement on the basis that they will not be obliged to make such an offer on issue of the Consideration Shares or on exercise of the Vendor Warrants held by them. It is for this reason that the Directors have decided to seek the Waiver from the Panel from the obligation on the Concert Party (or any member of it) to make a general offer under Rule 9 as a result of the issue to them of the Consideration Shares and the exercise of any Vendor Warrants held by them.
The Panel has agreed, subject to the Waiver Resolution being passed on a poll by the Shareholders (all of whom are independent of the Concert Party), to grant the Waiver.
The Waiver is conditional upon the Waiver Resolution being approved by the Shareholders (all of whom are independent of the Concert Party) voting on a poll at the AGM.
Articles of Association
The Company is proposing in resolution 9 of the notice of AGM to adopt New Articles, primarily to take account of the implementation on 1 October 2009 of the last parts of the Act.
Annual General Meeting
The Annual General Meeting of the Company is to be held at the offices of Chatsford Corporate Finance Limited, No 1 Cornhill, London EC3V 3ND at 12 noon on 13 August 2010 at which the following resolutions will be proposed:
Ordinary Business
·; Resolution 1 is an ordinary resolution to receive the Report of the Directors and Auditors and the Financial Statements for the period ended 31 December 2009.
·; Resolution 2 is an ordinary resolution to re-elect Martin Perrin, who retires by rotation, as a director of the Company.
·; Resolution 3 is an ordinary resolution to reappoint Littlejohn LLP as auditors and to authorise the board to fix their remuneration.
Special Business
·; Resolution 4 is a special resolution to approve the Capital Reorganisation;
·; Resolution 5 is an ordinary resolution to approve the Acquisition for the purposes of the AIM Rules;
·; Resolution 6 is an ordinary resolution to approve the waiver, granted by the Panel, of any obligation which would otherwise arise under Rule 9 of the Takeover Code for the Concert Party to make a general offer pursuant to Rule 9 to the other shareholders of the Company as a result of the issue of the Consideration Shares to members of the Concert Party and the exercise of Vendor Warrants held by certain members of the Concert Party;
·; Resolution 7 is an ordinary resolution to authorise the Directors, under section 551 of the Companies Act 2006, to issue, inter alia, the Consideration Shares and the Placing Shares and to provide for the exercise of Warrants and options plus additional New Ordinary Shares;
·; Resolution 8 is a special resolution to authorise the Directors to issue, inter alia, the Consideration Shares, the Placing Shares, the Warrant Shares and options and additional New Ordinary Shares otherwise than on a pre-emptive basis;
·; Resolution 9 is a special resolution to adopt new articles of association for the Company; and
·; Resolution 10 is a special resolution to change the name of the Company to 'Vipera plc'.
In accordance with the Takeover Code, Resolution 6 will be taken on a poll of Shareholders (all of whom are independent of the Concert Party).
Unaudited Pro Forma Statement of Net Assets
Set out below is an unaudited pro forma consolidated statement of net assets of the Company and Vipera (together "the Enlarged Group") which has been prepared for illustrative purposes only to show the effect of the acquisitions of Vipera and the Placing as if it had occurred on 31 December 2009. The pro forma statement of net assets has been prepared for illustrative purposes only, and because of its nature, it may not give a true reflection of the Enlarged Group's financial position or results.
|
| Ricmore net assets as at 31 December 2009 | Vipera assets as at 31 December 2009 | Issue of share capital and acquisition of Vipera
| Admission costs | Unaudited pro forma adjusted net assets of the enlarged group on Admission to AIM |
| Assets Non-current assets | £ | £ | £ | £ | £ |
| Intangible assets | - | 962,004 | 8,032,109 | - | 8,994,113 |
| Property, plant and equipment |
| 695 | - | - | 695 |
| Deferred tax asset |
| 96,482 | - | - | 96,482 |
|
| - | 1,059,181 | 8,032,109 | - | 9,091,290 |
| Current assets |
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|
| Trade and other receivables |
| 8,977 | - | - | 8,977 |
| Cash and cash equivalents | 943,118 | 17,703 | 55,000 | (337,600) | 678,221 |
|
| 943,118 | 26,680 | 55,000 | (337,600) | 687,198 |
| Total assets | 943,118 | 1,085,861 | 8,087,109 | (337,600) | 9,778,488 |
| Liabilities |
|
|
|
|
|
| Non-current liabilities |
|
|
|
|
|
| Borrowings | - | - | - | - | - |
| Deferred tax liability | - | 10,815 | - | - | 10,815 |
|
| - | 10,815 | - | - | 10,815 |
| Current liabilities |
|
|
|
|
|
| Trade and other payables | 41,578 | 296,758 | - | - | 338,336 |
|
| 41,578 | 296,75 | - | - | 349,151 |
| Total liabilities | 41,578 | 307,573 | - | - | 349,151 |
| Total assets less total liabilities | 901,540 | 778,288 | 8,087,109 | (337,600) | 9,429,337 |
Appendix 1
Director's Shareholding
As at the date of the Document and immediately following Admission, the interest in shares of the Directors and of the Proposed Directors in the issued share capital of the Company (including related financial products as defined in the AIM Rules), including the interests of each Director's and Proposed Director's family, (which shall bear the meaning given to it as set out in the AIM Rules) (all of which are beneficial) required to be notified to the Company pursuant to Rule 17 of the AIM Rules the existence of which is known or which could, with reasonable diligence, be ascertained by a Director or Proposed Director are, and following Admission, will be, as follow:
|
| At the date of the Document
| Upon Admission
| ||
|
| Number of Ordinary Shares (pre-consolidation | Percentage of Existing Share Capital | Number of New Ordinary Shares | Percentage of Enlarged Share Capital |
|
|
|
|
|
|
| Director/Proposed Director |
|
|
|
|
|
|
|
|
|
|
| John Shaw | 10,014,337 | 3.01 | 400,573 | 0.34 |
| Martin Perrin | 4,808,376 | 1.44 | 251,159 | 0.21 |
| Silvano Maffeis | Nil | Nil | 24,494,959 | 20.83 |
| Marco Casartelli | Nil | Nil | 29,358,003(1) | 24.96 |
| Roger Mitchell | Nil | Nil | 5,562,043 | 4.73 |
| John Defterios | Nil | Nil | 117,647 | 0.10 |
Proposed Director's Directorships
Other than directorships of companies within the Enlarged Group, the Proposed Directors have held the following directorships or been partners in the following partnerships within the five years prior to the date of the Document:
| Silvano Maffeis | - | - |
| Marco Casartelli | Mobile World Srl | Bridge Srl New Codd & Date Srl |
| Roger Mitchell | Albachiara SAGL Albachiara Ltd Global Media Rights Ltd - Jersey Le Macie SRL Le Racole SRL Aquario plc
| The Trading (UK) Exchange Limited Football Aid Trading Limited EBT Mobile China plc |
| John Defterios | FBC Media (UK) Ltd FBC Group Limited 55-59 Randolph Avenue Limited | - |
Roger Mitchell:
In September 2007, following an introduction through an angel syndicate, Roger invested in, and became a director, of Acquario plc, a water technology company in need of turn-round skills on its board and needing to refinance. Despite a number of management initiatives and stepping into the CEO role to rescue the company, it subsequently became clear that the prospects for the business were not advantageous enough to attract the necessary finance, particularly in the, then, financial climate and in October 2009 an Administrator was appointed by the board. It is expected that there will be a deficit of funds available to creditors.
There are no further details in relation to the above appointments which require disclosure under paragraph (g) (iii) to (viii) of Schedule 2 to the AIM Rules.
Significant Shareholders
Insofar as is known to the Company and in addition to the holdings of the Directors and the Proposed Directors, the following persons hold, as at the date of this Document, and are expected (based on the information available as at the date of this Document), following Admission, to hold directly or indirectly 3 per cent. or more of the Enlarged Share Capital:
|
| At the date of the Document | Following Admission | ||||
|
|
Number of Ordinary Shares | Percentage of Existing Ordinary Share | Number of New Ordinary Shares | Percentage of Enlarged Share Capital
| ||
| Shareholder |
|
|
|
| ||
| 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 | ||
| Garry Rimmer | 13,123,068 | 3.94 | 524,923 | 0.45 | ||
| Robert Hatton | 12,495,679 | 3.76 | 499,827 | 0.42 | ||
| Neby & Jahrmann Srl | Nil | Nil | 29,757,432 | 25.30 | ||
| Compagnia Fiduciaria Nazionale SpA | Nil | Nil | 3,784,586 | 3.22 | ||
Appendix 2
Expected Timetable of Principal Events 2010
Publication date of this Document 21 July
Latest time and date for receipt of completed Forms of Proxy for
the Annual General Meeting 12 noon on 11 August
Annual General Meeting 12 noon on 13 August
Record Date for the Share Capital Reorganisation 5.30 p.m. on 13 August
Completion of the Acquisition 16 August
Admission effective and expected commencement of dealings on
AIM in the New Ordinary Shares 16 August
Delivery into CREST of the New Ordinary Shares to be held in
uncertificated form 16 August
Despatch of definitive share certificates in respect of the New Ordinary
Shares to be held in certificated form By 31 August
AIM Ticker Symbol following Admission VIP
ISIN Number for New Ordinary Shares GB00B5M62J37
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 |
| "Acquisition Agreement" | the conditional agreement dated 21 July 2010 between the Company and the Vendors relating to the Acquisition as described in paragraph 10.1.1 of Part 8 of the Document |
| "Act" | the Companies Act 2006 |
| "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 is set out at the end of this Document |
| "AIM" | a market operated by the London Stock Exchange |
| "AIM Rules" | the rules for AIM companies and their nominated advisers as issued by the London Stock Exchange, as amended from time to time |
| "Beaumont Cornish" | Beaumont Cornish Limited, authorised and regulated by the Financial Services Authority, nominated adviser to the Company under the AIM Rules |
| "Capital Reorganisation" | the Share Subdivision and the Share Consolidation |
| "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 |
| "CREST" | the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & Ireland Limited (formerly CRESTCo Limited) is the Operator (as defined in the CREST Regulations) in accordance with which securities may be held and transferred in uncertificated form |
| "CREST Regulations" | the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) |
| "Current Articles"
| the articles of association of the Company as at the date of the Document |
| "Daniel Stewart"
| Daniel Stewart & Company Plc, authorised and regulated by the Financial Services Authority, the Company's broker under the AIM Rules |
| "Deferred Shares" | the deferred shares of 24p each in the capital of the Company |
| "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 this 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 this Document |
| "FSA" | the Financial Services Authority |
| "Investing Company" | an investing company, as defined by the AIM Rules for Companies and AIM's Guidance Note for Investing Companies (June 2009) |
| "London Stock Exchange" | London Stock Exchange plc |
| "New Articles" | the articles of association of the Company to be adopted pursuant to the Resolutions |
| "New Ordinary Shares" | the new Ordinary Shares of 1p each in the capital of the Company following the Capital Reorganisation |
| "New Vipera Warrant Deed"
| the deed of the Company dated 21 July 2010 constituting warrants issued to certain of the Vendors, further details of which are set out in paragraph 5.4 of Part 8 of this Document |
| "Old Vipera Warrant Deed" | the deed of the Company dated 21 July 2010 constituting warrants issued to certain of the Vendors, further details of which are set out in paragraph 5.5 of Part 8 of this Document |
| "Ordinary Shares" | ordinary shares of 1p each in the capital of the Company |
| "Panel" | the Panel on Takeovers and Mergers |
| "Placees" | those parties subscribing for Placing Shares in the Placing |
| "Placing" | the conditional placing by the Company of the Placing Shares at the Placing Price |
| "Placing Agreement" | the agreement between the Company and Daniel Stewart as set out in paragraph 14.1 of Part 8 of the Document |
| "Placing Price" | 8.5p per Placing Share |
| "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 |
| "Proposed Directors" | John Defterios, Marco Casartelli, Roger Mitchell and Dr. Silvano Maffeis, details of whom are set out in Part 1 of the Document |
| "Record Date" | 5.30pm on 13 August 2010 |
| "Resolutions" | the resolutions contained in the notice of AGM set out at the end of this Document |
| "Ricmore 2010 Warrant Deed" | the deed of the Company dated 21 July 2010 constituting warrants issued to the Directors, Daniel Stewart and Beaumont Cornish, further details of which are set out in paragraph 5.3 of Part 8 of the Document |
| "Share Consolidation" | the consolidation of the Existing Ordinary Shares as described in paragraph 4 of Part 1 of the Document |
| "Shareholders"
| the persons who are registered as holders of Ordinary Shares from time to time |
| "Share Option Plan" | the Company's unapproved share option scheme, further details of which are set out in paragraph 13 of Part 8 of the Document |
| "Share Subdivision" | the subdivision of the Existing Ordinary Shares as set out in paragraph 4 of Part 1 of the Document |
| "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 |
Contact:
John Shaw, Ricmore Capital PLC on 07973 826613
Martin Perrin, Ricmore Capital PLC on 07785 505 337
Marco Casartelli, Vipera GmbH on +39 3482 605 608
Roland Cornish, Felicity Geidt and James Biddle, Beaumont Cornish Limited on 020 7628 3396