TIDMVIP
RNS Number : 1792M
Vipera PLC
26 July 2017
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:
Number Number Percentage
of Ordinary of Ordinary of Ordinary
Shares Shares Shares
prior to held following held following
Ordinary shares: the issue the issue 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
Number
of Options Number
held Number of Options
prior of warrants and warrants
to and held held
following prior to following
Warrants and Options: the issue the issue 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, Ordinary shares of 1
type of instrument: pence per share
Identification code: GB00B5M62J37
--- ----------------------------------------- ------------------------------------
b) Nature of the transaction: Disposal of shares
--- ----------------------------------------- ------------------------------------
c) Price(s) and volume(s): Price(s) Volume(s)
---------------- ----------
Nil cash
consideration
Shares to
be issued
in exchange
at 5.5p 4,473,339
---------------- ----------
--- ----------------------------------------- ------------------------------------
d) Aggregated information: Single transaction as
* Aggregated volume: in 4 c) above Price(s) Volume(s)
--------- ----------
n/a n/a
* Price: --------- ----------
--- ----------------------------------------- ------------------------------------
e) Date of the transaction: a) 25 July 2017
--- ----------------------------------------- ------------------------------------
f) Place of the transaction: London Stock Exchange
--- ----------------------------------------- ------------------------------------
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)
Camille Gochez (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
END
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