Vipera Plc (LON:VIP), the specialist provider of mobile financial services, has today announced a reorganisation of its customer delivery organisation. This includes a restructuring of its 51%-owned subsidiary, Codd & Date srl (“Codd & Date”), which will result in Vipera significantly increasing its holding in Codd & Date. These steps are designed to assist the smooth delivery of an increasing number of customer deployments, centralise management of the group’s solution offering for retailers and enable more specialisation within the wider Vipera delivery team.
As part of the restructuring, the Company will be hiving out a Motif-orientated segment of Codd & Date (“NewCo”) and aligning its operations with those of the Company’s wholly-owned Italian subsidiary, Vipera srl. Motif is the mobile financial services and digital customer engagement platform of Vipera.
As part of the restructuring, the Company will be issuing a total of 21,429,560 new ordinary shares of 1 penny each (“Ordinary Shares”) (an increase of 8.29% in the number of shares in issue) and 6,000,000 warrants over Ordinary Shares exercisable at 5 pence each, as detailed below.
The restructuring will result in NewCo becoming a wholly-owned subsidiary of Vipera and in the Company increasing its holding in Codd & Date to 80.74% from 51% through a series of proposed transactions.
Completion of the restructuring is expected to occur by the end of January 2017 and is expected to result in much greater efficiency in client delivery, with Codd & Date being able to focus on consultancy activities, big data and analytics and a certain number of digital deployments not related to Motif, while Vipera will be better placed to continue the evolution of its retail offering and to bring it to an international market.
In parallel to these transactions, Vipera has taken a lease on new, larger premises in Milan, which will bring the two Italian operations of the Group together in one office. This will better accommodate the team in Italy whose number has now grown to some 80 people.
Vipera Plc CEO, Marco Casartelli commented: “Our acquisition of the 51% controlling stake in Codd & Date in 2013 allowed us to increase our access to a talented group of people to fulfil our customer deployments and this remains true today. Codd & Date is our largest supplier of deployment services to our clients and so the increase of our holding in the Company continues and each of NewCo and Codd & Date will allow us to operationally integrate the relevant teams. We now employ around 100 staff and contractors globally and through this reorganisation we can allow our product delivery teams to work together in a more streamlined and agile manner. We are very much looking forward to integrating our teams in our new offices in Milan and would like to thank our employees for all of their hard work in 2016.”
Proposed Codd & Date reorganisation
Ammiro Y2K srl (“Ammiro”), a minority shareholder of Codd & Date, holding 12.25%, is in liquidation and pursuant to this liquidation is committed to dispose of its shareholding. Vipera, together with other minority shareholders are each committed to exercising pre-emption rights to acquire that stake pro-rata. It is intended that the liquidator dispose of the 12.25% stake to Mag14 srl (“Mag14”) as part of a structured realisation of the assets of Ammiro. In turn Mag14 has contracted, conditional upon it receiving such shares, to sell them to Vipera and the other Codd & Date shareholders.
The consideration payable to Mag14 by the other Codd & Date shareholders is 3,320,000 Ordinary Shares in Vipera plc. 1,929,560 of these Ordinary Shares are payable by the Company, who will satisfy that obligation through the issue of new Ordinary Shares. The remaining 1,390,440 Ordinary Shares represent holdings in Vipera to be transferred by the other minority shareholders in Codd & Date, all of whom are also shareholders in Vipera, including Mauro Duca, CEO of Codd & Date and a Director of Vipera, who will transfer 565,445 Ordinary Shares.
Following the transactions with Mag14, Vipera will own 58.12% of Codd & Date.
Codd & Date will then be split into two corporate entities, with all of its activities that relate to the Motif platform of Vipera being transferred into a new company (“NewCo”). NewCo will be initially owned pro-rata as between Vipera and the remaining minority shareholders in Codd & Date. Conditional on the demerger being completed, Vipera has entered into a contract with the minority shareholders in NewCo to acquire their collective 41.88% minority interests in NewCo for 11,000,000 new Ordinary Shares in Vipera plc, together with warrants to subscribe for a further 4,000,000 new Ordinary Shares at an exercise price of 5p each, exercisable up and until 31 December 2020.
In addition and conditional on the acquisition of NewCo, Vipera has contracted to acquire a further 22.61% of Codd & Date from two senior staff members of Codd & Date who are transferring their employment from Codd & Date via NewCo to Vipera. The consideration for this is 8,500,000 new Ordinary Shares, together with warrants to subscribe for a further 2,000,000 new Ordinary Shares at an exercise price of 5p each, exercisable up and until 31 December 2020. This further acquisition will result in Vipera plc owning 80.74% of Codd & Date.
Completion of the reorganisation steps detailed above (“Completion”) is expected to occur by the end of January 2017 and a further announcement will be made when Completion occurs. All the 21,429,560 new Ordinary Shares in the Company planned to be issued at Completion will be issued at a price equal to the closing mid-market price on the trading day immediately prior to Completion.
Vipera Plc has also granted the two remaining minority shareholders in C&D the right to sell their shares in Codd & Date to Vipera for shares on a pre-agreed valuation based on a multiple of sales, and subject to further conditions, in the event of the completion of a change of control of Vipera pursuant to a takeover offer made for the whole of the issued share capital made pursuant to the Takeover Code, and accepted by the holders of a majority of the issued share capital of Vipera at the relevant time.
Directors Dealing and Related Party Transaction
As outlined above, Mauro Duca has agreed to dispose of 565,445 Ordinary Shares to Mag14 (“Mag14 Disposal”). He will also be 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”). Following the Mag14 Disposal and the issuance of the NewCo Consideration, Mauro Duca will be interested in 11,985,394 Ordinary Shares in the Company, representing 4.28 per cent. of the issued share capital of the Company as enlarged following the various transactions listed above. All other director holdings in Vipera shares are unchanged following the transactions.
As Mauro Duca is a director of Vipera, the NewCo Consideration constitutes a related party transaction for the purpose of the AIM Rules. The Independent Directors (being the directors of Vipera, other than Mauro Duca) consider, having consulted with the Company’s nominated adviser, finnCap Limited, that the terms of the NewCo Consideration are fair and reasonable in so far as the Company’s shareholders are concerned.
Application and Total Voting Rights
Application will be made to the London Stock Exchange for the 21,429,560 Ordinary Shares to be issued and admitted to trading on Completion as appropriate.
The total number of Ordinary Shares in issue following Completion will be 279,919,725 with each Ordinary Share holding one voting right. There are no Ordinary Shares held in treasury.
Following Completion there will be 17,000,000 warrants and 14,575,000 options outstanding, representing 11.28% of the Company’s enlarged issued share capital.
A further announcement outlining the Completion timetable and the implied valuations (based on the relevant mid-market closing price the business day prior to Completion) of the transactions and share issuances outlined above will be made at the appropriate time.