TIDMVIP
RNS Number : 8973S
Vipera PLC
29 December 2016
For immediate release 29 December 2016
The information communicated in this announcement is inside
information for the purposes of Article 7 of Regulation
596/2014.
VIPERA PLC
("Vipera" or the "Group" or the "Company")
Acquisition of additional stake in Codd & Date and
reorganisation
Vipera (AIM:VIP), the specialist provider of mobile financial
services, is pleased to announce a reorganisation of its customer
delivery organisation. This includes a restructuring of its
51%-owned subsidiary, Codd & Date srl ("Codd & Date"),
which will result in Vipera significantly increasing its holding in
Codd & Date. These steps are designed to assist the smooth
delivery of an increasing number of customer deployments,
centralise management of the group's solution offering for
retailers and enable more specialisation within the wider Vipera
delivery team.
As part of the restructuring, the Company will be hiving out a
Motif-orientated segment of Codd & Date ("NewCo") and aligning
its operations with those of the Company's wholly-owned Italian
subsidiary, Vipera srl. Motif is the mobile financial services and
digital customer engagement platform of Vipera.
As part of the restructuring, the Company will be issuing a
total of 21,429,560 new ordinary shares of 1 penny each ("Ordinary
Shares") (an increase of 8.29% in the number of shares in issue)
and 6,000,000 warrants over Ordinary Shares exercisable at 5 pence
each, as detailed below.
The restructuring will result in NewCo becoming a wholly-owned
subsidiary of Vipera and in the Company increasing its holding in
Codd & Date to 80.74% from 51% through a series of proposed
transactions.
Completion of the restructuring is expected to occur by the end
of January 2017 and is expected to result in much greater
efficiency in client delivery, with Codd & Date being able to
focus on consultancy activities, big data and analytics and a
certain number of digital deployments not related to Motif, while
Vipera will be better placed to continue the evolution of its
retail offering and to bring it to an international market.
In parallel to these transactions, Vipera has taken a lease on
new, larger premises in Milan, which will bring the two Italian
operations of the Group together in one office. This will better
accommodate the team in Italy whose number has now grown to some 80
people.
Vipera CEO, Marco Casartelli commented: "Our acquisition of the
51% controlling stake in Codd & Date in 2013 allowed us to
increase our access to a talented group of people to fulfil our
customer deployments and this remains true today. Codd & Date
is our largest supplier of deployment services to our clients and
so the increase of our holding in the Company continues and each of
NewCo and Codd & Date will allow us to operationally integrate
the relevant teams. We now employ around 100 staff and contractors
globally and through this reorganisation we can allow our product
delivery teams to work together in a more streamlined and agile
manner. We are very much looking forward to integrating our teams
in our new offices in Milan and would like to thank our employees
for all of their hard work in 2016."
Proposed Codd & Date reorganisation
Ammiro Y2K srl ("Ammiro"), a minority shareholder of Codd &
Date, holding 12.25%, is in liquidation and pursuant to this
liquidation is committed to dispose of its shareholding. Vipera,
together with other minority shareholders are each committed to
exercising pre-emption rights to acquire that stake pro-rata. It is
intended that the liquidator dispose of the 12.25% stake to Mag14
srl ("Mag14") as part of a structured realisation of the assets of
Ammiro. In turn Mag14 has contracted, conditional upon it receiving
such shares, to sell them to Vipera and the other Codd & Date
shareholders.
The consideration payable to Mag14 by the other Codd & Date
shareholders is 3,320,000 Ordinary Shares in Vipera plc. 1,929,560
of these Ordinary Shares are payable by the Company, who will
satisfy that obligation through the issue of new Ordinary Shares.
The remaining 1,390,440 Ordinary Shares represent holdings in
Vipera to be transferred by the other minority shareholders in Codd
& Date, all of whom are also shareholders in Vipera, including
Mauro Duca, CEO of Codd & Date and a Director of Vipera, who
will transfer 565,445 Ordinary Shares.
Following the transactions with Mag14, Vipera will own 58.12% of
Codd & Date.
Codd & Date will then be split into two corporate entities,
with all of its activities that relate to the Motif platform of
Vipera being transferred into a new company ("NewCo"). NewCo will
be initially owned pro-rata as between Vipera and the remaining
minority shareholders in Codd & Date. Conditional on the
demerger being completed, Vipera has entered into a contract with
the minority shareholders in NewCo to acquire their collective
41.88% minority interests in NewCo for 11,000,000 new Ordinary
Shares in Vipera plc, together with warrants to subscribe for a
further 4,000,000 new Ordinary Shares at an exercise price of 5p
each, exercisable up and until 31 December 2020.
In addition and conditional on the acquisition of NewCo, Vipera
has contracted to acquire a further 22.61% of Codd & Date from
two senior staff members of Codd & Date who are transferring
their employment from Codd & Date via NewCo to Vipera. The
consideration for this is 8,500,000 new Ordinary Shares, together
with warrants to subscribe for a further 2,000,000 new Ordinary
Shares at an exercise price of 5p each, exercisable up and until 31
December 2020. This further acquisition will result in Vipera plc
owning 80.74% of Codd & Date.
Completion of the reorganisation steps detailed above
("Completion") is expected to occur by the end of January 2017 and
a further announcement will be made when Completion occurs. All the
21,429,560 new Ordinary Shares in the Company planned to be issued
at Completion will be issued at a price equal to the closing
mid-market price on the trading day immediately prior to
Completion.
Vipera has also granted the two remaining minority shareholders
in C&D the right to sell their shares in Codd & Date to
Vipera for shares on a pre-agreed valuation based on a multiple of
sales, and subject to further conditions, in the event of the
completion of a change of control of Vipera pursuant to a takeover
offer made for the whole of the issued share capital made pursuant
to the Takeover Code, and accepted by the holders of a majority of
the issued share capital of Vipera at the relevant time.
Directors Dealing and Related Party Transaction
As outlined above, Mauro Duca has agreed to dispose of 565,445
Ordinary Shares to Mag14 ("Mag14 Disposal"). He will also be issued
4,473,339 new Ordinary Shares and 1,000,000 warrants as
consideration for the acquisition by Vipera of his holding in NewCo
(the "NewCo Consideration"). Following the Mag14 Disposal and the
issuance of the NewCo Consideration, Mauro Duca will be interested
in 11,985,394 Ordinary Shares in the Company, representing 4.28 per
cent. of the issued share capital of the Company as enlarged
following the various transactions listed above. All other director
holdings in Vipera shares are unchanged following the
transactions.
As Mauro Duca is a director of Vipera, the NewCo Consideration
constitutes a related party transaction for the purpose of the AIM
Rules. The Independent Directors (being the directors of Vipera,
other than Mauro Duca) consider, having consulted with the
Company's nominated adviser, finnCap Limited, that the terms of the
NewCo Consideration are fair and reasonable in so far as the
Company's shareholders are concerned.
Application and Total Voting Rights
Application will be made to the London Stock Exchange for the
21,429,560 Ordinary Shares to be issued and admitted to trading on
Completion as appropriate.
The total number of Ordinary Shares in issue following
Completion will be 279,919,725 with each Ordinary Share holding one
voting right. There are no Ordinary Shares held in treasury.
Following Completion there will be 17,000,000 warrants and
14,575,000 options outstanding, representing 11.28% of the
Company's enlarged issued share capital.
A further announcement outlining the Completion timetable and
the implied valuations (based on the relevant mid-market closing
price the business day prior to Completion) of the transactions and
share issuances outlined above will be made at the appropriate
time.
Contact:
Vipera PLC
Marco Casartelli (CEO) Tel: +39 02 8688
Martin Perrin (CFO) 2037
Tel: +44 (0) 20
7193 0833
finnCap Ltd (Nomad and Broker) Tel: +44 (0) 20
Adrian Hargrave / Anthony Adams 7220 0500
(Corporate Finance)
Christian Hobart (Corporate
Broking)
IFC Advisory Ltd (Financial Tel: +44 (0) 203
PR and IR) 053 8671
Tim Metcalfe
Heather Armstrong
Graham Herring
About Vipera:
Vipera Plc (AIM:VIP) a cutting edge Mobile Financial Services
and Digital Customer Engagement Solutions provider, serves
financial institutions worldwide with differentiated mobile
banking, card management and customer engagement capabilities based
around its proprietary bank grade multi-purpose platform, Motif.
Additionally, it provides consultancy and other services to banks
and financial institutions. For further information, please visit
www.vipera.com
This information is provided by RNS
The company news service from the London Stock Exchange
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