Sella Open Fintech Platform Spa Further undertaking to accept the Offer for Vipera (4903L)

TIDMVIP

RNS Number : 4903L

Sella Open Fintech Platform Spa

19 April 2018

19 April 2018

Sella Open Fintech Platform S.p.A.

Recommended Cash Offer for Vipera plc

Additional Irrevocable Undertaking received

Sella Open Fintech Platform S.p.A. ("SOFP") announced a recommended cash offer for the whole of the issued and to be issued share capital of Vipera plc on 18 April 2018 (the "Firm Offer Announcement"). Words and expressions defined in the Firm Offer Announcement have the same meanings in this announcement.

On 18 April 2018, subsequent to the announcement of the Offer, SOFP received an irrevocable undertaking (the "Additional Irrevocable Undertaking") to accept the Offer and to vote in favour of the Management Share Exchange Agreement from Raffaella Cardarelli in respect of 5,137,337 Vipera Shares, representing 1.6 per cent. of the Vipera Shares in issue and 3.9% of the Vipera Shares eligible to vote on the Resolution to approve the Management Share Exchange Agreement.

Following receipt of the Additional Irrevocable Undertaking, SOFP has received irrevocable undertakings to accept the Offer in respect of 61,363,940 Vipera Shares in aggregate, representing 19.2 per cent. of the Vipera Shares in issue and irrevocable undertakings from Independent Shareholders to vote in favour of the Resolution in respect of 25,575,957 Vipera Shares, in aggregate, representing approximately 19.2 per cent. of the total votes capable of being cast on the Resolution.

111,560,826 Vipera Shares are subject to the Management Share Exchange Agreement and SOFP's parent company, Banca Sella Holding holds 40,000,000 Vipera Shares. Accordingly, in aggregate, Banca Sella Holding and SOFP own or have agreements and undertakings in respect of 212,924,766 Vipera Shares representing approximately 66.4 per cent. of Vipera's issued ordinary share capital.

Ms Cardarelli is not acting in concert with a party to the Offer.

The Additional Irrevocable Undertaking will lapse and cease to be binding if:-

(a) SOFP announces that it does not intend to make or proceed with the acquisition of Vipera's share capital pursuant to the Offer (or a Scheme) and no new, revised or replacement Offer (on no less favourable terms) is announced by SOFP via a Regulatory News Service in accordance with Rule 2.7 of the Code at that time or within 3 business days of that event; or

(b) the Offer lapses, is withdrawn or and no new, revised or replacement Offer has been announced by SOFP via a Regulatory News Service, in accordance with Rule 2.7 of the Code, in its place or is announced, in accordance with Rule 2.7 of the Code, at that time or within 3 business days of that event.

Save as disclosed above, none of SOFP nor any SOFP Director nor any director of Banca Sella nor, so far as SOFP is aware, any person acting, or deemed to be acting, in concert with SOFP:-

   (a)     had an interest in, or right to subscribe for, relevant securities of Vipera; 

(b) had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of Vipera;

(c) had procured an irrevocable commitment to accept the terms of the Offer in respect of relevant securities of Vipera;

   (d)     had borrowed or lent any Vipera Shares; or 

(e) entered into any financial collateral arrangement in respect of relevant securities in Vipera.

Furthermore, save for the Additional Irrevocable Undertaking described above and in Appendix 2 to the Firm Offer Announcement, no arrangement exists between SOFP or Vipera or a person acting in concert with SOFP or Vipera in relation to Vipera Shares. For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to Vipera Shares which may be an inducement to deal or refrain from dealing in such securities.

A copy of this announcement and the Additional Irrevocable Undertaking received from Ms Cardarelli will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on SOFP's website at https://www.sellagroup.eu/open-banking#-project by 12.00 noon today.

For further information, please contact:

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

Giacomo Sella Tel: [phone]

Paolo Zaccardi Tel: [phone]

   EGR Broking Limited, financial adviser to SOFP                             Tel: [phone] 

David Floyd

Jonathan Hall

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 or for providing advice in relation to the Offer or any matter referred to herein.

DISCLOSURE REQUIREMENTS OF THE TAKEOVER CODE

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of Vipera must make an Opening Position Disclosure following the commencement of the offer period.

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 Vipera. An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (UK time) on the 10th business day following the commencement of the offer period. Relevant persons who deal in the relevant securities of Vipera prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of Vipera must make a Dealing Disclosure if the person deals in any relevant securities of Vipera. 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 Vipera, 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 (UK 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 Vipera, they will be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by Vipera and by any offeror and Dealing Disclosures must also be made by Vipera, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

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 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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

The defined terms used in this section "Disclosure Requirements of the Takeover Code" are defined in the Takeover Code which can be found on the Panel's website.

This information is provided by RNS

The company news service from the London Stock Exchange

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April 19, 2018 06:53 ET (10:53 GMT)