NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”) AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE.
22 March 2018
Statement regarding a Possible Offer
The Boards of Directors of Vipera plc (“Vipera”) and Sella Open Fintech Platform S.p.A. (“SOFP”) announce that following recent discussions, SOFP is contemplating making an offer for the entire issued and to be issued ordinary share capital of Vipera (the “Possible Offer”). The Boards of Directors of Vipera and SOFP would like to emphasise that at this stage there can be no assurances that such an offer will be made. Vipera shareholders are strongly advised to take no action at this moment.
As a consequence of this announcement, an ‘offer period’ has commenced in respect of Vipera in accordance with the Code.
SOFP has been formed by Banca Sella Holding S.p.A. to act as the holding company of its new innovative fintech business, of which Vipera is intended to form an important part. In addition to the proposed acquisitions of Vipera and a private Italian financial software company, which has developed supply chain finance software and systems, certain businesses and assets are being transferred to SOFP by other Gruppo Sella companies.
SOFP’s objective is to become a leading provider for fintechs. It intends to integrate parts of the operations of the businesses it is acquiring to create an open platform and provide services to be used by banks and financial service companies outside Gruppo Sella, as well as its own clients.
Gruppo Sella is a family owned banking and financial services group with a deep-rooted history of welcoming innovation and embracing technological change.
The new platform requires the aggregation of a range of skills to provide ‘Banking as a Platform’ and ‘Platform as a Service’ linking businesses and banks to deliver a range of fintech services including e-payment solutions, merchant services and supply chain finance. This open banking solution helps banks to satisfy their Payment Services Directive 2 compliance obligations.
Vipera’s management and knowhow, which includes expertise in mobile payments, card control, coupon and loyalty programmes, digital wallets and fraud detection, are expected to make an important contribution to SOFP’s ongoing business.
Banca Sella Holding S.p.A., which has been working together with Vipera on the development of new fintech services for several months, holds 40 million Vipera ordinary shares representing approximately 12.5 per cent. of its issued ordinary share capital.
It is anticipated that the Possible Offer, if made, would be for cash consideration at a price of 7.5p per Vipera ordinary share (“Vipera Share”). This values the whole of the issued ordinary share capital of Vipera at £24.03 million and represents a premium of 20 per cent. to the mid-market price of a Vipera Share at close of business on 21 March 2018 (6.25p).
It is proposed that subject to certain approvals, certain members of Vipera’s management team would exchange all or part of their holdings of Vipera Shares for shares in SOFP (the “Management Share Exchange”). Vipera shareholders who are not members of Vipera’s management team will not be offered the opportunity to exchange all or part of their Vipera Shares for shares in SOFP.
The expected participants in the Management Share Exchange hold approximately 146 million Vipera Shares representing about 45.5% of Vipera’s issued ordinary share capital. Under the proposed terms of the Management Share Exchange, the participants are expected receive 0.01676 new SOFP shares for every Vipera Share held in respect of approximately 75 per cent. of their holdings of Vipera Shares and SOFP expects them to accept the Possible Offer in respect of the remainder.
The participants in the Management Share Exchange and other subscribers for new SOFP shares are expected to sign a SOFP shareholders agreement subject to (and upon) the Possible Offer becoming unconditional. It is anticipated that the SOFP shareholders agreement, which is being drafted and has not yet been agreed, will contain minority shareholder protections and non-competition restrictions and will provide that the new SOFP shares held by directors/employees will be acquired for reduced consideration if the holder is dismissed from employment with SOFP for ‘just cause’ (such as competing with SOFP Group). The SOFP shareholders’ agreement is also expected to provide for a lock-in period during which sales of SOFP shares are restricted and to provide for the parties to co-operate following its expiry to procure a realisation opportunity such as a public flotation or the sale of SOFP shares (to Banca Sella Holding S.p.A. or a third party) at fair value.
If the Possible Offer was to be made at a price of 7.5p per Vipera Share and the Management Share Exchange was proposed on the terms shown above, the independent directors of Vipera, as so advised by London Bridge Capital Partners LLP, expect to recommend Vipera shareholders to accept the Proposed Offer and vote in favour of the Management Share Exchange. In giving advice to the independent directors of Vipera, London Bridge Capital Partners LLP has had regard to their commercial assessments.
If an offer is made, Vipera Shares will be acquired by SOFP fully paid, or credited as fully paid, and free from all liens, equities, charges, equitable interests, encumbrances, rights of pre-emptions and other third party rights and/or interests of any nature whatsoever and together with all rights attaching to them, now and in the future, including voting rights and the right to receive and retain all dividends, interests and other distributions (if any) declared made or paid after the date of this announcement. SOFP retains the right to reduce the offer consideration by the amount of any dividend (or other distribution) which is paid or becomes payable by Vipera to its shareholders, unless, and to the extent that, Vipera Shareholders are entitled to receive and retain all or part of a specified dividend (or other distribution) in addition to the offer consideration; and if SOFP exercises the right to reduce the offer consideration by all or part of the amount of a dividend (or other distribution) that has not been paid, Vipera Shareholders will be entitled to receive and retain that dividend (or other distribution). As Vipera has a deficit of distributable reserves, no dividends are anticipated for the foreseeable future.
In accordance with Rule 2.6(a) of the Code, SOFP must, by not later than 5.00 p.m. on 19 April 2018, either announce a firm intention to make an offer for Vipera in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Panel on Takeovers and Mergers (the “Takeover Panel”) in accordance with Rule 2.6(c) of the Code.
The relevant deadline will cease to apply to SOFP if another offeror announces, prior to the relevant deadline, a firm intention to make an offer for Vipera. In such circumstances, SOFP will be required to clarify its intentions in accordance with Rule 2.6(d) of the Code.
The attention of shareholders is drawn to the disclosure requirements of Rule 8 of the Code, which are summarised below.
A further announcement will be made as and when appropriate.
Rule 2.9 of the Code
In accordance with Rule 2.9 of the Code, Vipera confirms that, as of the date of the announcement, it has in issue 320,429,725 ordinary shares of 1 pence each. The International Securities Identification Number of the ordinary shares is GB00B5M62J37. In addition, Vipera has 13,310,735 deferred shares of 24p each (“Deferred Shares”) also still in issue which are non-voting and are of negligible value. If is not expected that an offer will be made by SOFP to the holders of Deferred Shares.
For further information, please contact:
Gruppo Sella and Sella Open Fintech Platform S.p.A.
Giacomo Sella Tel: +39 015 3500550
Paolo Zaccardi Tel: +39 3358094670
EGR Broking Limited, financial adviser to SOFP
Tel: +44 (0) 203 697 9495
Marco Casartelli (CEO) Tel: +39 02 8688 2037
Martin Perrin (CFO) Tel: +44 (0) 20 7193 0833
London Bridge Capital Partners LLP, financial adviser to Vipera
Tel: +44 (0) 7912 201639
Klecha & Co, M&A adviser to Vipera
Tel: +39 02 80 29 29 1
finnCap Ltd, Nominated Adviser and Broker to Vipera
Tel: +44 (0) 20 7220 0500
Adrian Hargrave / Anthony Adams (Corporate Finance)
Camille Gochez (Corporate Broking)
IFC Advisory Ltd, financial PR to Vipera
Tel: +44 (0) 203 934 6630
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 Possible 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 Possible Offer or any matter referred to herein.
London Bridge Capital Partners LLP, an appointed representative of Capital Markets Strategy Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Vipera and no one else in connection with the Possible Offer and will not be responsible to any person other than Vipera for providing the protections afforded to clients of London Bridge Capital Partners LLP or for providing advice in relation to the Possible Offer or any matter referred to herein.
Klecha & Co, is acting exclusively for Vipera and no one else in connection with the Possible Offer and will not be responsible to any person other than Vipera for providing the protections afforded to clients of Klecha & Co or for providing advice in relation to the Possible Offer or any matter referred to herein. Klecha & Co. is acting through its London office, which is an appointed representative of Met Facilities LLP which is authorised and regulated by the Financial Conduct Authority in the United Kingdom.
finnCap Ltd (“finnCap”), which is regulated in the United Kingdom by The Financial Conduct Authority, is acting as Nominated Adviser and broker to Vipera and is not advising any other person, and accordingly will not be responsible to anyone other than Vipera for providing the protections afforded to clients of finnCap or for providing advice in relation to the matters described in this announcement.
This announcement contains information which comprises inside information for the purposes of Article 7 of the Regulation (EU) No 596/2014 on market abuse.
This announcement is for information purposes only and is not an invitation, inducement or the solicitation of an offer to purchase, or otherwise acquire, subscribe for or sell or otherwise dispose of or exercise rights in respect of any securities. Any offer will be made solely through the offer document and any accompanying forms.
Publication on website
A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at https://www.sellagroup.eu/open-banking#-project and http://www.Vipera.com/our-company/investor-relations/ by no later than 12.00 noon (London time) on the business day following the release of this announcement in accordance with Rule 26.1 of the Code. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. 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 each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. 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 each of (i) the offeree company and (ii) any securities exchange offeror(s), 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 (London 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 an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, 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 Takeover 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 +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.