Defenx plc BV-Tech Master Services Agreement (9021R)

TIDMDFX

RNS Number : 9021R

Defenx plc

27 September 2017

27 September 2017

Defenx PLC

("Defenx" or the "Company")

BV-Tech Master Services Agreement

Defenx PLC (AIM:DFX), the cyber-security software group, is pleased to announce that, further to the software acquisition and investment by BV-Tech SpA ("BV-Tech") announced on 11 April 2017 and the software distribution contract entered into on 22 June 2017 as part of its strategic partnership with BV-Tech, the Company has now entered into a master services agreement in relation to the development and assignment of software.

Master Service Agreement

Defenx has entered into a Master Services Agreement with BV-Tech (the "Master Services Agreement"), which is a framework agreement intended to govern the process by which Defenx will assign work to BV-Tech in relation to the development of software.

The Master Services Agreement acknowledges that BV-Tech will act in the best interests of Defenx and on an arms length basis in relation to the provision of any software development services to the Company and that, notwithstanding that fact, BV-Tech is a preferred supplier of such services to the Company given its expertise and relationship with Defenx.

The key terms of the Master Services Agreement are as follows:

-- All software development projects will be put out to tender with BV-Tech and other third party suppliers selected by the Company.

-- Software development services will be assigned to the supplier of services deemed most suitable based on criteria including the quality, cost and timeframe for delivery. BV-Tech shall have the right to match or better the terms offered by an alternative supplier provided that the overall proposal is at least equal to the alternative option.

-- All intellectual property rights in relation to work provided by BV-Tech under contracts governed by the Master Services Agreement are created solely for the benefit of Defenx and shall be transferred and assigned to Defenx on receipt of the relevant fees due from the Company.

-- The Master Services Agreement and any contracts governed by it may be terminated by either party providing at least 90 days' written notice.

Related party transaction

BV-Tech is a substantial shareholder in the Company as defined in the AIM Rules for Companies ("AIM Rules"), in that it is currently interested in 28.1 per cent. of the Company's issued share capital. Accordingly, the entry into the Master Services Agreement with BV-Tech constitutes a related party transaction in accordance with Rule 13 of the AIM Rules.

The board of directors (the "Board") (apart from Raffaele Boccardo and Franco Francione, who as BV-Tech's nominees on the Board are not deemed to be independent) consider, having consulted with the Company's nominated adviser, Strand Hanson Limited, that the terms of the Master Services Agreement are fair and reasonable insofar as its shareholders are concerned.

Any future amendments to the Master Services Agreement will be subject to consideration by the Board and, if necessary under the AIM Rules, involve the provision of a fair and reasonable opinion by the independent directors in consultation with the Company's nominated adviser.

Andrea Stecconi, Chief Executive Officer of Defenx, commented:

"With the Master Services Agreement in place with BV-Tech, we now have the foundations for our strategic partnership. I look forward to working with BV-Tech to target larger corporate customers and add high quality, recurring revenues."

Enquiries

 
 Defenx PLC 
  Andrea Stecconi - Chief Executive Officer 
  Philipp Prince - Chief Financial Officer       020 3769 0687 
 IFC Advisory (Financial PR and IR) 
  Tim Metcalfe / Graham Herring / Heather 
  Armstrong                                    020 3053 8671 
 
   Strand Hanson Limited (Nominated and 
   Financial Adviser) 
   Angela Hallett / Richard Tulloch / 
   James Bellman                                 020 7409 3494 
 
   WH Ireland (Joint-Broker) 
   Adrian Hadden / Alex Bond                     020 7220 1666 
 
   Beaufort Securities (Joint-Broker) 
   Jon Belliss                                   020 7382 8300 
 

About Defenx

Founded in 2009, Defenx is a fast-growing and profitable cyber-security software group that offers a range of Security, Backup and Protection solutions for smartphones, PCs and networks.

A channel sales strategy, focused on flexibility, white-labelling and profit-share arrangements with distributors, telecoms companies and hardware manufacturers, enables Defenx to compete with established industry incumbents. Defenx's global distribution partners currently include 3Italia, Türk Telecom and Western Digital, amongst others including telecoms operators, systems integrators and original equipment manufacturers.

Defenx was admitted to trading on AIM on 3 December 2015, acquired Memopal Srl in August 2016 and announced a strategic partnership with BV-Tech, an Italian IT solutions provider, in April 2017. These have allowed the Company to diversify its product portfolio and grow its customer base by adding proprietary cloud backup and encryption technology as well as new channel partners.

Web: investors.defenx.com

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014.

This information is provided by RNS

The company news service from the London Stock Exchange

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September 27, 2017 02:01 ET (06:01 GMT)