Vipera Regulatory News (VIP)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

25 June 2018

Recommended Cash Offer by

Sella Open Fintech Platform S.p.A.

for

Vipera plc

Offer Acceptances and Offer Extension

The first closing of the recommended cash offer (the "Offer") by Sella Open Fintech Platform S.p.A. ("SOFP") for Vipera plc ("Vipera") was at 1.00 p.m. on 22 June 2018. The Offer is being extended and will remain open for acceptances until 1.00 pm (London time) on 6 July 2018.

The document containing the Offer which was dated 14 May 2018 (the "Offer Document") is available on SOFP's website at https://www.sellagroup.eu/open-banking-disclaimer#-disclaimer and Vipera's website at http://www.vipera.com/our-company/investor-relations/. Words and expressions in this announcement have the same meanings as in the Offer Document.

The Offer was made for the whole of the issued and to be issued share capital of Vipera, other than 40,000,000 Vipera Shares held by SOFP's holding company and 111,560,826 Vipera Shares subject to the Management Share Exchange Agreement. The Offer remains subject to the terms and conditions set out in the Offer Document, other than condition (b), the passing of a resolution by Independent Shareholders in General Meeting to approve the Management Share Exchange Agreement, and condition (c), the authorisation of the acquisition by Bank of Italy, both of which were satisfied on 21 June 2018.

5,000,000 new Vipera Shares were issued to L Martucci, the Chairman of Vipera, on 22 June 2018 pursuant to arrangements whereby holders of Vipera Warrants may exercise such Warrants and accept the Offer. Following the issue of these new Vipera Shares, there are 325,429,725 Vipera Shares in issue. The percentages of Vipera's issued share capital in this announcement are calculated by reference to the enlarged number of Vipera Shares in issue.

The acceptance of the Offer relating to the 5,000,000 new Vipera Shares had not been received by the Receiving Agent by the time of the first closing of the Offer.

Level of acceptances

As at 1.00 pm (London time) on 22 June 2018, SOFP had received valid acceptances of the Offer in respect of 155,794,744 Vipera Shares, representing approximately 47.9 per cent. of the issued ordinary share capital of Vipera and 89.6 per cent. of the Vipera Shares to which the Offer relates. The Offer is subject to valid acceptances being received in respect of not less than 90 per cent. of the Vipera Shares to which the Offer relates and not less than 90 per cent. of the voting rights carried by those Vipera Shares (or, in either case, such lesser percentage as SOFP may decide).

Of the 155,794,744 valid acceptances received, 35,787,973 are in respect of Vipera Shares held by persons acting in concert, or deemed to be acting in concert, with SOFP all of which are subject to irrevocable undertakings to accept the Offer, representing 11.0 per cent. of the Vipera Shares currently in issue and 20.6 per cent. of the Vipera Shares to which the Offer relates. 25,575,957 valid acceptances have been received from other persons who signed irrevocable undertakings to accept the Offer, representing 7.9 per cent. of the Vipera Shares in issue and 14.7 per cent. of the Vipera Shares to which the Offer relates.

Taken together: the 40,000,000 Vipera Shares held by SOFP's holding company; the 111,560,826 Vipera Shares subject to the Management Share Exchange Agreement and the 155,794,744 valid acceptances received in respect of the Offer, SOFP or its holding company owns, has agreed to acquire and received valid acceptances in respect of a total of 307,355,570 Vipera Shares representing 94.4 per cent. of the Vipera Shares in issue.

The holders of all the 12,000,000 Vipera Warrants and 9,675,000 Vipera Share Options remaining outstanding following the exercise of 5,000,000 Warrants described above, have accepted cash cancellation proposals whereby the holders will (following the Offer becoming wholly unconditional) receive cash consideration of the difference between 7.5p (the Offer Price) and the subscription or exercise price of their Warrants or Options.

Publication on websites

In accordance with Rule 26.1 of the Code, a copy of this announcement will be published and made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on SOFP's website at https://www.sellagroup.eu/open-banking-disclaimer#-disclaimer and Vipera's website at http://www.vipera.com/our-company/investor-relations/ by no later than 12.00 noon on the Business Day following this announcement.

The Offer Document and associated Forms of Acceptance are available on the above websites up to and including the date the Offer closes or lapses, subject to certain restrictions relating to persons resident in Restricted Jurisdictions. The contents of these websites are not incorporated into, and do not form part of, this announcement.

Vipera Shareholders may request a hard copy of this announcement and/or any information incorporated into this document by reference to another source by contacting the Receiving Agent (Neville Registrars Limited) at Neville House, 18 Laurel Lane, Halesowen, West Midlands, B63 3DA United Kingdom or on 0121 585 1131 (or +44 121 585 1131, if telephoning from outside the UK). Vipera Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

Please note that, for legal reasons, Neville Registrars Limited will only be able to provide you with information contained in this announcement or the Offer Document and will be unable to give advice on the merits of the Offer or to provide legal, financial or taxation advice on the contents of this announcement or the Offer Document.

For further information, please contact:

Gruppo Banca Sella and Sella Open Fintech Platform S.p.A.

Giacomo Sella Tel: +39 015 3500550

Paolo Zaccardi Tel: +39 029 2858800

EGR Broking Limited, financial adviser to SOFP Tel: +44 (0)203 697 9497

David Floyd

Jonathan Hall

Vipera plc

Marco Casartelli (CEO) Tel: +39 02 8688 2037Martin Perrin (CFO) Tel: +44 (0) 20 7193 0833 

London Bridge Capital Partners LLP, financial adviser to Vipera

Adam Hart Tel: +44 (0) 7912 201639

Nick Donaldson Tel: +44 (0) 7799 654188

finnCap Ltd Nominated Adviser and broker to Vipera Tel: +44 (0) 20 7220 0500

Adrian Hargrave / Anthony Adams (Corporate Finance) 

Camille Gochez (Corporate Broking) 

IFC Advisory Ltd Financial PR and IR Tel: +44 (0) 203 053 8671

Tim Metcalfe

Graham Herring

Heather Armstrong

Disclosure requirements under the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 under the Code). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure. 

Important notices relating to financial advisers and corporate brokers

EGR Broking Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for SOFP and Banca Sella Holding S.p.A. and no one else in connection with the Offer and will not be responsible to any person other than SOFP and Banca Sella Holding S.p.A. for providing the protections afforded to clients of EGR Broking Limited or for providing advice in relation to the Offer or any matter referred to herein.

London Bridge Capital Partners LLP, an appointed representative of Capital Markets Strategy Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Vipera and no one else in connection with the Offer and will not be responsible to any person other than Vipera for providing the protections afforded to clients of London Bridge Capital Partners LLP or for providing advice in relation to the Offer or any matter referred to herein.

finnCap Ltd ("finnCap"), which is regulated in the United Kingdom by The Financial Conduct Authority, is acting as Vipera's Nominated Adviser and broker to and is not advising any other person, and accordingly will not be responsible to anyone other than Vipera for providing the protections afforded to clients of finnCap or for providing advice in relation to the matters described in this announcement.

This announcement is for information purposes only and is not an invitation, inducement or the solicitation of an offer to purchase, or otherwise acquire, subscribe for or sell or otherwise dispose of or exercise rights in respect of any securities. The Offer is being made solely through the Offer Document and the accompanying Forms of Acceptance.

Further information

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation, or the solicitation of an offer, to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be implemented solely pursuant to the terms of the Offer Document. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in the Offer Document. Vipera Shareholders are advised to read the Offer Document carefully.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom and the ability of Vipera Shareholders who are not resident in the United Kingdom to participate in the Offer may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Vipera Shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to overseas Vipera Shareholders are contained in the Offer Document.

The Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of, any Restricted Jurisdiction unless conducted pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction.

Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction except pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction and persons receiving this announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this announcement and/or the Offer Document and/or any other related document to a jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.