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(b) the Offer lapses, is withdrawn or and no new, revised or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: +39 015 3500550
Paolo Zaccardi Tel: +39 029 2858800
EGR Broking Limited, financial adviser to SOFP Tel: +44 (0)203 697 9497
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 +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.
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
END
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