Vipera PLC Codd & Date Acquisition & Reorganisation Update (1792M)

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: [phone] 
  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

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July 26, 2017 09:15 ET (13:15 GMT)