26th Jul 2017 14:15
For immediate release 26 July 2017
VIPERA PLC
("Vipera" or the "Group" or the "Company")
Update on acquisition of additional stake in Codd & Date and reorganisation
On December 29, 2017, Vipera announced a reorganisation of its customer delivery organisation. This included a restructuring of its 51%-owned subsidiary, Codd & Date srl ("Codd & Date"). On April 19, 2017 the Company announced that it had completed the first of a series of steps to give effect to the reorganisation.
In the December 29, 2017 announcement, it was noted , inter alia, that, as part of the restructuring,
(a) Codd & Date would be split into two parts, with Vipera then acquiring the remaining minority interests in the new, spun out, new part being the Motif-orientated segment of Codd & Date ("NewCo"). Motif is the mobile financial services and digital customer engagement platform of Vipera.
(b) the Company increasing its holding in Codd & Date to 80.74% from 51%
The Company is pleased to report that these futher two steps have now been executed and that pursuant to these steps the Company has allotted 19,850,000 new ordinary shares of 1 penny each ("Ordinary Shares") (an increase of 7.62% in the number of shares in issue) and 6,000,000 warrants over Ordinary Shares exercisable at 5 pence each, as detailed below.
The reorganisation steps detailed in the announcement of 29 December 2016 are now completed.
The holdings of the Directors of Vipera in the enlarged issued share capital of the Company are now:
Ordinary shares: | Number of Ordinary Shares prior to the issue | Number of Ordinary Shares held following the issue | Percentage of Ordinary Shares held following the issue |
Marco Casartelli | 30,694,303 | 30,694,303 | 10.96% |
Mauro Duca | 7,512,055 | 11,985,394 | 4.28% |
Luciano Martucci (Chairman) | 890,000 | 890,000 | 0.32% |
Petter Neby† | 42,018,730 | 42,018,730 | 14.99% |
Jeremy Nicholds | 400,000 | 400,000 | 0.14% |
Martin Perrin† | 1,170,000 | 1,170,000 | 0.42% |
† including family holdings
Warrants and Options: | Number of Options held prior to and following the issue | Number of warrants held prior to the issue | Number of Options and warrants held following the issue |
Marco Casartelli | - | - | - |
Mauro Duca | - | - | 1,000,000 |
Luciano Martucci (Chairman) | - | 7,000,000 | 7,000,000 |
Petter Neby | - | - | - |
Jeremy Nicholds | 4,000,000 | - | 4,000,000 |
Martin Perrin | - | - | - |
Directors Dealing and Related Party Transaction
As outlined above, Mauro Duca has been 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"). This transaction was reported in the December 29, 2016 announcement.
Admission and Total Voting Rights
Application will be made to the London Stock Exchange for the 19,850,000 Ordinary Shares to be issued and admitted to trading at 8.00 a.m.on 1 August 2017 ("Admission").
The total number of Ordinary Shares in issue following Admission will be 280,269,725 with each Ordinary Share holding one voting right. There are no Ordinary Shares held in treasury.
Following Admission there will be 17,000,000 warrants and 13,475,000 options outstanding, representing 10.9% of the Company's enlarged issued share capital.
A. | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name: | Mauro Duca | ||||
B. | Reason for the notification | |||||
a) | Position/status: | Director | ||||
b) | Initial notification/Amendment: | Initial notification | ||||
C. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name: | Vipera plc | ||||
b) | LEI: | 2138002B1ZVMIHT9JD33 | ||||
D. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument, type of instrument: Identification code: | Ordinary shares of 1 pence per share GB00B5M62J37 | ||||
b) | Nature of the transaction: | Disposal of shares | ||||
c) | Price(s) and volume(s): |
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d) | Aggregated information: · Aggregated volume: · Price: | Single transaction as in 4 c) above
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e) | Date of the transaction: | a) 25 July 2017
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f) | Place of the transaction: | London Stock Exchange | ||||
Contact:
Vipera PLC Marco Casartelli (CEO) Martin Perrin (CFO)
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Tel: +39 02 8688 2037 Tel: +44 (0) 20 7193 0833
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finnCap Ltd (Nomad and Broker) Adrian Hargrave / Anthony Adams (Corporate Finance) Camille Gochez (Corporate Broking)
| Tel: +44 (0) 20 7220 0500 |
IFC Advisory Ltd (Financial PR and IR) Tim Metcalfe Heather Armstrong Graham Herring | Tel: +44 (0) 203 053 8671 |
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
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