TIDMRCAP
RNS Number : 7284P
Ricmore Capital PLC
21 July 2010
FOR IMMEDIATE RELEASE
21 July 2010
Ricmore Capital Plc
("Ricmore" or "the Company")
Shareholder Circular
Proposals for the acquisition of Vipera GmbH
Approval of waiver of
obligations under Rule 9 of the Takeover Code
Capital Reorganisation
Placing of New Ordinary Shares
Change of name to "Vipera Plc"
Application
for Admission to AIM
and
Notice of Annual General Meeting
The Company announces that today the Shareholder circular comprising an AIM
Admission Document, in respect of the above Proposals, is being posted to
Shareholders. Details on the Proposals as extracted from the Document are set
out below:
Introduction
The Company has agreed to acquire the whole of the issued share capital of
Vipera for GBP8,810,397 to be satisfied by the issue of the Consideration
Shares. In addition, certain Vendors will receive Vendor Warrants over 4,044,217
New Ordinary Shares following the waiving of share options held by them in the
share capital of Vipera. Further information on Vipera is set out below.
The Existing Ordinary Shares were suspended from trading on AIM with effect from
7.00 a.m. on 11 January 2010 as the Company had not yet implemented its
investing policy or concluded a reverse takeover on or before 9 January 2010, as
required by the AIM Rules. The Acquisition constitutes a reverse takeover under
the AIM Rules and, following Completion, having implemented its policy, having
published an admission document in respect of the Enlarged Group and assuming
the passing of the Resolutions at the Annual General Meeting, the Enlarged Share
Capital is expected to be admitted to trading on AIM on 16 August 2010. Until
this time trading in the Existing Ordinary Shares on AIM will remain suspended.
The Company also proposes to place, conditional on Admission, New Ordinary
Shares at the Placing Price, to raise GBP55,000 gross to provide additional
working capital, bringing the cash resources available to the Enlarged Group to
some GBP750,000.
The Acquisition constitutes a reverse takeover under the AIM Rules and is
therefore conditional inter alia upon the approval of Shareholders at the Annual
General Meeting. In addition, following Completion, and subject to the exercise
of the Vendor Warrants the Concert Party will together be the beneficial owners
of a maximum of 107,813,588 New Ordinary Shares in the Company, representing a
maximum of 88.62 per cent. of the Fully Enlarged Share Capital. Shareholders
will also therefore be asked to vote on a resolution at the Annual General
Meeting to approve the Waiver. To facilitate the Proposals, the Company is also
proposing a Capital Reorganisation.
Reasons for the Acquisition
Vipera operates in what the Directors believe is a fast moving sector of mobile
banking and mobile funds transfer. Vipera operates with a low cost base; but has
established technology which is already in use and for which the Directors
believe there is the potential to expand into a sizeable business. The Directors
believe, therefore, that the potential for the Vipera business within its market
place provides a platform from which to establish value for both existing and
new investors.
As an Investing Company under the AIM Rules, the Company has only a limited
period of time in which to effect the implementation of its investing policy
and, following the suspension of trading in the Existing Ordinary Shares on 11
January 2010, the admission of the Existing Ordinary Shares to trading on AIM
would, if the Company did not make an acquisition or otherwise implement its
investing policy, be cancelled.
In a circular to Shareholders dated 23 December 2008, the Company undertook to
call a shareholder's meeting to consider the winding up of the Company and the
return of funds to Shareholders if it had not identified a suitable acquisition
approved by Shareholders following receipt of all of the consideration funds due
to the Company pursuant to the disposal, in January 2009, of the Company's
subsidiary, EAL.
If such a meeting were held and the Shareholders resolved to wind up the Company
and return funds to Shareholders, then any return to Shareholders would be
dependent on the level of earn-out consideration, if any, received from
Macquarie Energy Assets Holdings Limited, pursuant to the disposal of EAL. The
Directors estimate that the total return would amount to between 0.08p and 0.14p
for each 1p Existing Ordinary Share currently held, equivalent to between 1.9p
and 3.6p per New Ordinary Share.
In the event that the Acquisition is not approved by Shareholders, the admission
of the Company's Ordinary Shares to trading on AIM will be cancelled and the
Directors will convene a Shareholder meeting to consider appropriate proposals
for the future of the Company.
Capital Reorganisation
In order to bring the number of issued shares more in line with the size of the
Company and to enable the Consideration Shares and Placing Shares to be issued,
it is proposed that the Existing Ordinary Shares will be consolidated,
sub-divided and then reclassified.
It is proposed that every 25 Existing Ordinary Shares of 1p will be
consolidated, at the Record Date, into one ordinary share of 25p each in the
capital of the Company and that the resulting ordinary shares of 25p each will
immediately be sub-divided and reclassified as one New Ordinary Share of 1p and
one Deferred Share of 24p. Any Shareholders who hold less than 25 Existing
Ordinary Shares will not be entitled to receive New Ordinary Shares under the
Share Capital Reorganisation. Shareholders with a holding of Existing Ordinary
Shares which is greater than 25, but which is not exactly divisable by 25, will
have their entitlement rounded down to the nearest whole number. Any fractions
arising as a result of the Capital Reorganisation will be aggregated and sold in
the market on behalf of the Company.
The proposed Capital Reorganisation will not affect the rights of existing
Shareholders. A Deferred Share shall not entitle the holder thereof to receive
notice of or attend and vote at any general meeting of the Company or to receive
a dividend or other distribution or to participate in any return of capital on a
winding up other than the nominal amount paid on such shares once the holders of
New Ordinary Shares have received a distribution of GBP10,000,000 per New
Ordinary Share. Subject to the adoption of the New Articles at the Annual
General Meeting, the Company will have the right to purchase the Deferred Shares
from all the Shareholders for a consideration of 1p in aggregate.
If any Shareholder is in any doubt with regard to their current shareholding in
Existing Ordinary Shares or have any queries on the Capital Reorganisation then
they should contact the Registrars, Share Registrars Limited, on 01252 821 390.
A CREST Shareholder will have their CREST accounts credited with their New
Ordinary Shares following Admission. Each other holder of New Ordinary Shares
will be issued with a new share certificate which will be dispatched by 31
August 2010. Application will be made to the London Stock Exchange for the New
Ordinary Shares to be admitted to trading on AIM, which is expected to become
effective, and dealings commence, on 16 August 2010. No share certificates will
be issued in respect of the Deferred Shares.
The Acquisition
The Company has agreed to purchase, pursuant to the Acquisition Agreement, the
Vipera Shares held by the Vendors for GBP8,810,397 million to be satisfied by
the issue of the Consideration Shares at the Placing Price. On the basis of
Ricmore's mid-market price at suspension of 0.19p on 11 January 2010 the value
of the consideration is equivalent to approximately GBP4.9 million. In addition
certain Vendor Warrants will be issued as replacements for existing share
options in Vipera.
The Acquisition Agreement is conditional on the satisfaction of, inter alia, the
following conditions: (i) the approval of the Resolutions including the Waiver;
and (ii) Admission.
The Acquisition Agreement contains warranties and covenants, given by the
Vendors in favour of the Company regarding, inter alia, the Vipera Shares and
the business, affairs, assets, liabilities and tax liabilities of Vipera. The
potential liability of any Vendor in respect of the warranties is capped at the
value ascribed as at the date of Completion to the Consideration Shares received
by such Vendor respectively. Each Vendor's liability is also subject to other
limits, including de minimis thresholds, conduct of claim and expires after a
certain period of time. The Acquisition Agreement also contains warranties,
given by the Company in favour of the Vendors regarding, inter alia, the
capacity of the Company to enter into the Acquisition Agreement, the share
capital and matters of material significance relating to the Company.
The Acquisition Agreement restricts, inter alia, the Vendors for a period of 3
years from the later of the date of Completion and, if relevant, the cessation
of employment with the Enlarged Group, inter alia, from engaging in any
competing business and soliciting employees, customers and suppliers. The
Consideration Shares will represent 88.13 per cent. of the Enlarged Share
Capital and will, when issued, rank pari passu in all respects with the other
New Ordinary Shares then in issue, including all rights to all dividends and
other distributions declared, made or paid following Admission.
Current Trading and Prospects
Ricmore Capital Plc
Throughout the interim nine month period ended 31 December 2009, the Company
remained an Investing Company under the AIM Rules. In January 2009, the Company
announced the sale of the entire issued share capital of EAL to Macquarie Energy
Assets Holdings for an aggregate consideration of up to GBP1,848,572 payable in
three tranches. In the third quarter of 2009, the Company received the second
tranche of deferred consideration. The amount received was greater than that
accrued for at 31 March 2009 and thus the extra funds received, amounting to
GBP75,714, were reported as a gain. In the nine months to 31 December 2009 the
Company made a loss after taxation of GBP31,636 representing a loss per Existing
Ordinary Share of 0.01p.
Following receipt of the initial and second tranche of the deferred
consideration arising from the sale of EAL, and after subsequent operating costs
were paid, cash balances of the Company amounted to approximately GBP943,000 at
31 December 2009.
The third tranche of up to GBP666,666 of earn-out consideration, was payable to
the Company on or about 30 June 2010 and is conditional upon certain conditions
being met and the Company is in the process of agreeing the final details on
which this earn-out is calculated. At the date of this Document, the outcome of
this is not known.
Vipera GmbH
Vipera is currently in the process of discussing or quoting for additional work
for existing customers and tendering for a number of assignments for new
customers including further developing its existing relationship with SIA-SSB, a
leading European ICT provider. In addition, a new major Middle Eastern banking
customer has asked Vipera to commence deployment of its banking system for its
retail customers, contracts for which are in the process of being agreed.
Vipera trades in markets which are expanding rapidly, therefore providing it
with the opportunity to exploit its software platform. The Directors and
Proposed Directors believe that this platform is sufficiently robust and
flexible to meet the demands of this expanding market and will be able to
accommodate technical developments within the industry concerned. Whilst the
achievement of results will depend upon the timing of securing contracts, for
the reasons above, the Directors are confident that a sizeable business can be
built.
The benefit of this new business pipeline will not be seen until the second half
of the financial year.
Information on Vipera
Vipera was founded in 2003, by Swiss-born Silvano Maffeis, a Proposed Director
and highly experienced in distributed computing systems, Middleware, Web
Services, Java, and mobile solutions. He used his past experience in the sector
to develop a core technology for developing, deploying, and managing services
based on mobile applications. Marco Casartelli, himself from a software and
consumer marketing background, joined Silvano in 2005 as a seed investor and CEO
and together they established the Vipera business in Zurich and Milan.
In 2005, Vipera developed a business to consumer ("B2C") instant messaging and
micro-blogging mobile solution called VMSN. This application, still running and
adopted by more than 300,000 users, has allowed the Vipera core technology to be
tested and optimized across numerous geographical locations, mobile networks and
mobile units.
In late 2005, Vipera won a tender with Maybank Malaysia for a Mobile Banking
system which is implemented via a contract between Vipera and Quicknet.comSDN
BHD. Following an initial private financing in 2006, and after analyzing the
potential market and growth, Vipera decided to focus as a technology vendor and
an application service provider in the Mobile Financial Services ('MFS') and
Mobile Solution sectors to enterprises, particularly in the region of the Middle
East, where it had established business relationships.
Vipera has historically concentrated its efforts in the Middle East, although
due to a number of key relationships Vipera is looking at other territories
(including Europe) in conjunction with these and other partners. Current and
past underlying customers have included Mashreq Bank (the largest private bank
in the United Arab Emirates), Maybank, the largest financial services group in
Malaysia, (as a result of a contract with Quicknet.com SDN BHD),Axiom Telecom
(the largest mobile phone retailer in the Middle East), and the Ministry of
Interior of Qatar.
Proposed Directors and Senior Management
Brief biographical details of the Proposed Directors are set out below.
On Admission, John Shaw will step down as Chairman and both John Shaw and Martin
Perrin will continue as Non-executive Directors.
Proposed Directors
John Defterios (aged 49) - Non-executive Chairman
John Defterios has 25 years worth of experience in financial news and global
affairs having originally qualified from the University of Southern California
in 1984. Having previously worked for Reuters, in 1992 he joined CNN and worked
as an anchor and correspondent for CNN, CNN International in both New York and
London. Then from 2000 to 2007, he was a host of the 'World Business', an
internationally syndicated programme which was being distributed to around 230
million households in Europe, Middle East, Asia and the USA. Since October 2007,
he has been a host of the 'Marketplace Middle East' aired by CNN International
from Friday to Sunday. In addition, John holds several other positions; he is a
media leader of the World Economic Forum and Chairman of 'Business Week' events
in Asia, the Middle East and the USA. Since 2000 he has been President of FBC
Group Limited, an international media consultancy practice specialising in
strategic communications, based in London.
Marco Casartelli (aged 42) - Chief Executive Officer
Marco Casartelli is the co-founder and full-time chief executive officer of
Vipera. He has an extensive international background in the telecommunications,
media and technology sector having begun in 1992 as a consultant, analyst and
programmer for several Italian companies, such as Olivetti and Media Partners
Group. In 1997, he was part of the founding team of Yahoo in Italy and this was
followed in 1998 by a period as a co-founder and chief operating officer at
SportNow, a company providing sports content to the Scandinavian market and
which was sold to Sportal UK. In 1999, he was part of the founding team of
Sports.com, a UK internet company providing news, sports entertainment content
and betting services, and Managing Director of Sports.comItalia from 2000 to
2004. In 2005 he set up Vipera along with Silvano Maffeis.
Roger Mitchell (aged 46) - Chief Financial Officer
Roger Mitchell qualified as a Scottish Chartered Accountant with
PricewaterhouseCoopers in 1987, before moving in 1988 to James Capel Investment
Bank (now part of HSBC). Following that he went on to hold senior finance roles
at Amstrad Plc in Italy as CFO and Joint CEO and then at Virgin EMI Plc in
Italy, as CFO. In 1998, he joined Scottish Premier League Limited as the Chief
Executive Officer. In 2002, he left to establish his own consultancy business,
Albachiara, based in the UK and now Switzerland and offering strategic corporate
finance and general management consultancy services to clients including EBT
Mobile China Plc, for which he acted as CEO. He also holds non-executive
director positions in a number of private companies in the UK and Europe. In
January 2009, he joined Vipera as Chief Financial Officer and has agreed to
devote such time as is necessary to carry out such duties.
Dr. Silvano Maffeis (aged 44) - Chief Technology Officer
Silvano Maffeis holds a doctoral degree in computer science obtained from the
University of Zurich in 1995. Following that he completed his post-doctoral
studies at Cornell University in 1996. He then joined Olsen & Associates AG in
1996 where, as a head of IT department, he designed and implemented a middleware
architecture for the transmission of real-time financial data. He joined
Softwired AG as a chief technology officer in 1998 where he was responsible for
the Company's technology vision, product strategy and development of middleware
products. In 2003, he joined Pyx Engineering AG as a software architect where he
designed and implemented critical software systems. In 2005, he co-founded
Vipera and has been full-time Chief Technology Officer since then.
Set out in the Appendix 1 is the further information as required to be disclosed
under the AIM Rules.
Senior Management
In addition to the above executives, the key senior management of Vipera
includes:
Andrea Gambirasio (aged 43), Head of Sales and Business Development
Andrea Gambirasio has a degree in Computer Science from University of Milan
having graduated in 1990. Following this, he worked on several EU funded
projects as a software engineer. In 1996, he co-founded SoftSolutions!, an
Italian provider of electronic trading software systems for primary and
secondary fixed income markets, where he has been responsible for marketing and
rolling out solutions to leading institutions, including HSBC, BNP Paribas,
Unicredit, MTS Group and others. He left SoftSolutions! in 2006 after selling
his shares, and joined Vipera as Head of Sales and Business Development.
Share Option Arrangements
The Directors intend to introduce the Share Option Plan, following Completion,
for the benefit of employees of the Enlarged Group, to be based on performance
criteria. It is expected that such options will not exceed 10 per cent. of the
Enlarged Share Capital.
Warrants
Conditional on the implementation of the Proposals, the Company has agreed to
issue 100,000 Warrants to each of John Shaw, Martin Perrin, Daniel Stewart and
Beaumont Cornish to subscribe for Warrant Shares at the Placing Price. The
100,000 Warrants to be issued to Beaumont Cornish, if exercised, would represent
0.08 per cent. of the Enlarged Share Capital on Admission. The 200,000 Warrants
to be issued to each of John Shaw and Martin Perrin fall under Rule 16.2 of the
Takeover Code. Beaumont Cornish confirm that, in their opinion, the grant of
these Warrants is fair and reasonable.
In addition the Company is proposing to issue 4,044,217 Vendor Warrants to
certain Vendors.
Dealing Restrictions
Immediately following Admission, the Directors, Proposed Directors, Andrea
Gambirasio and Neby & Jahrmann Srl who, in aggregate, hold 92,837,673 New
Ordinary Shares representing 78.9 per cent. of the Enlarged Share Capital, have
undertaken to the Company and Beaumont Cornish, subject to certain exceptions in
accordance with, inter alia, the AIM Rules and Takeover Code, not to dispose of
or transfer any New Ordinary Shares in which they are interested for a period of
12 months from Admission and, not without prior consultation with the Company's
nominated adviser, for a further 12 months following this initial 12 months. In
addition, all proposed recipients of the Vendor Warrants are subject to the
dealing restrictions as set out above.
The Placing
The Company has conditionally placed a total of 647,058 Placing Shares at the
Placing Price, to raise GBP55,000 gross, to be applied against the cost of the
Proposals, the major part of which has already been disbursed.
The Placing is conditional, inter alia, upon:
(a) the passing of the Resolutions;
(b) the Acquisition becoming wholly unconditional save for Admission; and
(c) Admission having become effective on or before 8.00 a.m on 31 August 2010
(or such later date as the
Company may agree, not being later than 30
September 2010).
The Placing Shares will represent 0.55 per cent. of the Enlarged Share Capital
and will, when issued, rank pari passu in all respects with the other New
Ordinary Shares then in issue, including all rights to all dividends and other
distributions declared, made or paid following Admission.
Application will be made for the Enlarged Share Capital (including the Placing
Shares and the Consideration Shares) to be admitted to trading on AIM. It is
expected that trading in the Enlarged Share Capital will commence on 16 August
2010.
Vipera Shareholder Loans
As at the date of this Document, Vipera owes GBP191,903, in aggregate, to
shareholders and their connected persons, comprising EUR100,000 from Mobile World
Srl and CHF174,312 from Albachiara SagL.
These amounts are unsecured and interest-free and, following an agreement dated
24 March 2010 with both parties, are repayable at such time as the Enlarged
Group is, in the sole discretion of the Board, sufficiently profitable to repay
the loans having taken into account the working capital requirements of the
Enlarged Group for the next 12 months.
Between 1 March and 23 March 2010, shareholders in Vipera advanced loans to
Vipera amounting to CHF 250,000.The loans are unsecured and interest-free and
are only repayable by the company on or after 31 December 201 1 unless the
Board, in its sole discretion, agrees that the Enlarged Group is sufficiently
profitable to repay these loans having taken into account the working capital
requirements of the Enlarged Group for the next 12 months. In relation to these
loans,Vipera granted further options which are being waived in consideration of
the issue of Warrants by the Company.
Takeover Code
The Vendors, details of whom are set out below are a Concert Party under the
Takeover Code. Therefore, the issue of the Consideration Shares to the Concert
Party, and the future exercise of Vendor Warrants, gives rise to certain
considerations under the Takeover Code, as set out below. The Takeover Directive
(Interim Implementation) Regulations 2006 were implemented as Part 28 of the Act
on 20 May 2006. Accordingly, the Panel was given statutory authority in the Act
with effect from January 2007. The Act gives the Panel this authority in respect
of all bids subject to the Takeover Code. The Panel has statutory powers under
the Act to make rules on takeover regulation, to require disclosure of
information and to impose sanctions on those who breach its rules.
The Takeover Code is issued and administered by the Panel and, as described
above, now has a statutory basis.The Takeover Code applies to all takeovers and
merger transactions, however effected, where the offeree company is, inter alia,
a listed or unlisted public company incorporated and having its place of central
management and control in the UK, the Channel Islands or the Isle of Man or
falls within certain categories of private limited companies. Ricmore is such a
company and its Shareholders are entitled to the protection afforded by the
Takeover Code.
The New Ordinary Shares to be issued pursuant to the Placing and the Acquisition
will be subject to the Takeover Code. Under Rule 9 of the Takeover Code ("Rule
9"), any person, or group of persons acting in concert, who acquires, whether by
a series of transactions over a period of time or not, an interest in shares
which (taken together with shares already held by him or shares held or acquired
by persons acting in concert with him), carry 30 per cent. or more of the voting
rights of a company which is subject to the Takeover Code, or any person who,
together with persons acting in concert with him, is interested in shares which,
in aggregate, carry not less than 30 per cent. of the voting rights, but does
not hold shares carrying more than 50 per cent. of the voting rights and such
person, or any person acting in concert with him, acquires an interest in any
other shares which increase his percentage of the share carrying voting rights
in which he is interested, is normally required by the Panel to make a general
offer in cash to acquire the remaining shares in the company to all its
shareholders at not less than the highest price paid by him or any persons
acting in concert with him within the preceding twelve months. Rule 9 is subject
to a number of dispensations and in particular the Company is requesting the
Waiver.
Immediately on Admission and assuming completion of the Placing, the Concert
Party will hold 103,769,371 New Ordinary Shares, representing 88.23 per cent. of
the Enlarged Share Capital. The issue of the Consideration Shares to the Concert
Party would give rise to an obligation on the Concert Party to make a general
offer to all Shareholders under Rule 9 of the Takeover Code. If all the Vendor
Warrants held by members of the Concert Party are converted into New Ordinary
Shares at some stage in the future (and assuming that no other Warrants are
exercised), the Concert Party will increase its shareholding to 107,813,588 New
Ordinary Shares, representing 88.62 per cent. of the Fully Enlarged Share
Capital.
Set out below is the current interest of each member of the Concert Party in the
Company's share capital as at the date of this Document and as it will be
immediately after (i) issue of the Consideration Shares; and (ii) exercise in
full of the Vendor Warrants:
+--------------------+----------+----------+-----------------+----------+----------+-----------------+-----------+----------+-----------------+
| | Number | % of | Number of New | % of | Vendor | Number | % of Fully Enlarged |
| | of | Vipera's | Ordinary Shares | Enlarged | Warrant** | of New | Share Capital*** |
| | Vipera | issued | following issue of | Share | granted | Ordinary | |
| | Shares | share | Consideration | Capital | over | Shares | |
| | held | capital | Shares and | | number | assuming | |
| | as at | | immediately on | | oNew | all | |
| | the | | Admission*** | | Ordinary | Vendor | |
| | date | | | | | Warrants | |
| | of | | | | | exercised | |
| | this | | | | | | |
| | Document | | | | | | |
| | | | | | | | |
+--------------------+----------+----------+----------------------------+----------+-----------------+-----------+----------------------------+
| Members of the | | | (post-Capital | (post-Capital | (post-Capital | (post-Capital | (post-Capital |
| Concert Party | | | Reorganisation) | Reorganisation) | Reorganisation) | Reorganisation) | Reorganisation) |
+--------------------+----------+----------+-----------------+---------------------+-----------------+----------------------+-----------------+
| Silvano Maffeis | 2,453 | 23.63 | 24,494,959 | 20.83 | Nil | 24,494,959 | 20.13 |
| | | | | | | | |
+--------------------+----------+----------+-----------------+---------------------+-----------------+----------------------+-----------------+
| Mobile World Srl* | 2,940 | 28.32 | 29,358,003 | 24.96 | 319,543 | 29,677,546 | 24.40 |
| | | | | | | | |
+--------------------+----------+----------+-----------------+---------------------+-----------------+----------------------+-----------------+
| Neby&Jahrmann Srl | | | | | | | |
+--------------------+----------+----------+-----------------+---------------------+-----------------+----------------------+-----------------+
| (Petter Neby)* | 2,980 | 28.71 | 29,757,432 | 25.30 | 319,543 | 30,076,975 | 24.72 |
| | | | | | | | |
+--------------------+----------+----------+-----------------+---------------------+-----------------+----------------------+-----------------+
| Compagnia | | | | | | | |
+--------------------+----------+----------+-----------------+---------------------+-----------------+----------------------+-----------------+
| Fiduciaria | | | | | | | |
+--------------------+----------+----------+-----------------+---------------------+-----------------+----------------------+-----------------+
| Nazionale SpA* | 379 | 3.65 | 3,784,586 | 3.22 | 319,543 | 4,104,129 | 3.37 |
| | | | | | | | |
+--------------------+----------+----------+-----------------+---------------------+-----------------+----------------------+-----------------+
| Roger Mitchell* | 557 | 5.37 | 5,562,043 | 4.73 | 1,098,430 | 6,660,473 | 5.47 |
| | | | | | | | |
+--------------------+----------+----------+-----------------+---------------------+-----------------+----------------------+-----------------+
| Angife Srl* | 223 | 2.15 | 2,226,815 | 1.89 | 319,543 | 2,546,358 | 2.09 |
| | | | | | | | |
+--------------------+----------+----------+-----------------+---------------------+-----------------+----------------------+-----------------+
| Luca Magnoni | 156 | 1.50 | 1,557,772 | 1.32 | Nil | 1,557,772 | 1.28 |
| | | | | | | | |
+--------------------+----------+----------+-----------------+---------------------+-----------------+----------------------+-----------------+
| Mario Capocaccia* | 290 | 2.79 | 2,895,857 | 2.46 | 319,543 | 3,215,400 | 2.64 |
| | | | | | | | |
+--------------------+----------+----------+-----------------+---------------------+-----------------+----------------------+-----------------+
| Andrea Gambirasio* | 290 | 2.79 | 2,895,857 | 2.46 | 768,900 | 3,664,757 | 3.01 |
| | | | | | | | |
+--------------------+----------+----------+-----------------+---------------------+-----------------+----------------------+-----------------+
| Wyche Bonnot | 112 | 1.08 | 1,118,400 | 0.95 | Nil | 1,118,400 | 0.92 |
| | | | | | | | |
+--------------------+----------+----------+-----------------+---------------------+-----------------+----------------------+-----------------+
| John Defterios* | Nil | Nil | 117,647 | 0.10 | 579,172 | 696,819 | 0.57 |
| | | | | | | | |
+--------------------+----------+----------+-----------------+---------------------+-----------------+----------------------+-----------------+
| Total | | 100.00 | 103,769,371 | 88.23 | 4,044,217 | 107,813,588 | 88.62 |
| 10,380 | | | | | | | |
+--------------------+----------+----------+-----------------+---------------------+-----------------+----------------------+-----------------+
| | | | | | | | | | |
+--------------------+----------+----------+-----------------+----------+----------+-----------------+-----------+----------+-----------------+
* Roger Mitchell, Andrea Gambirasio and John Defterios hold 110, 45 and 50 share
options respectively in Vipera which they will waive in consideration of
1,098,430, 449,357 and 499,286 Vendor Warrants respectively on Completion. In
addition, Mobile World Srl, Neby & Jahrmann Srl, Compagnia Fiduciaria Nazionale
SpA,Angife Srl, Mario Capocaccia and Andrea Gambirasio have all done likewise in
respect of 32 options in Vipera for 319,543 Vendor Warrants in Ricmore and John
Defterios has done likewise in respect of 8 options in Vipera for 79,886 Vendor
Warrants.
** On the assumption that the members of the Concert Party who hold Vendor
Warrants exercise all of the Vendor Warrants held by them in full and that no
other options or Warrants are exercised.The Vendor Warrants are exercisable at
3p per New Ordinary Share for 5 years and provide consideration for the
cancellation of options in Vipera.
*** The Fully Enlarged Share Capital and Enlarged Share Capital on Admission
includes the Placing Shares.
Rule 9 of the Takeover Code further provides, inter alia, that where any person,
together with persons acting in concert with him, holds more than 50 per cent.
of a company's voting share capital and acquires additional shares which carry
voting rights, then that person will not generally be required to make a general
offer to the other shareholders to acquire the balance of the shares not held by
that person or their concert parties. In addition, (for so long as they continue
to be treated as acting in concert) the members of a concert party may be
entitled to increase their aggregate shareholding without incurring any further
obligation under Rule 9 to make a general offer although individual members of
the Concert Party will not be able to increase their percentage shareholding
through a Rule 9 threshold without the consent of the Panel. The Concert Party
will hold in excess of 50 per cent. of the voting rights of the Company.
Accordingly, Shareholders should be aware that the Concert Party may, for so
long as it holds over 50 per cent. of the voting rights of the Company, increase
its shareholding at a later date without incurring any further obligation under
Rule 9 to make a general offer, subject to the restrictions of individual
members of the Concert Party going through a Rule 9 threshold as referred to
above.
The Directors believe that it is appropriate for the Company to carry out the
Acquisition and the Placing, and to issue the Consideration Shares and Vendor
Warrants to members of the Concert Party. However, the Directors would not be
prepared to approve the Acquisition in circumstances that would lead to the
Concert Party or any member of it becoming obliged to make a general offer to
acquire all of the New Ordinary Shares not held by the Concert Party or any
member. The Vendors are only prepared to enter into the Acquisition Agreement on
the basis that they will not be obliged to make such an offer on issue of the
Consideration Shares or on exercise of the Vendor Warrants held by them. It is
for this reason that the Directors have decided to seek the Waiver from the
Panel from the obligation on the Concert Party (or any member of it) to make a
general offer under Rule 9 as a result of the issue to them of the Consideration
Shares and the exercise of any Vendor Warrants held by them.
The Panel has agreed, subject to the Waiver Resolution being passed on a poll by
the Shareholders (all of whom are independent of the Concert Party), to grant
the Waiver.
The Waiver is conditional upon the Waiver Resolution being approved by the
Shareholders (all of whom are independent of the Concert Party) voting on a poll
at the AGM.
Articles of Association
The Company is proposing in resolution 9 of the notice of AGM to adopt New
Articles, primarily to take account of the implementation on 1 October 2009 of
the last parts of the Act.
Annual General Meeting
The Annual General Meeting of the Company is to be held at the offices of
Chatsford Corporate Finance Limited, No 1 Cornhill, London EC3V 3ND at 12 noon
on 13 August 2010 at which the following resolutions will be proposed:
Ordinary Business
· Resolution 1 is an ordinary resolution to receive the Report of the
Directors and Auditors and the Financial Statements for the period ended 31
December 2009.
· Resolution 2 is an ordinary resolution to re-elect Martin Perrin, who
retires by rotation, as a director of the Company.
· Resolution 3 is an ordinary resolution to reappoint Littlejohn LLP as
auditors and to authorise the board to fix their remuneration.
Special Business
· Resolution 4 is a special resolution to approve the Capital
Reorganisation;
· Resolution 5 is an ordinary resolution to approve the Acquisition for the
purposes of the AIM Rules;
· Resolution 6 is an ordinary resolution to approve the waiver, granted by
the Panel, of any obligation which would otherwise arise under Rule 9 of the
Takeover Code for the Concert Party to make a general offer pursuant to Rule 9
to the other shareholders of the Company as a result of the issue of the
Consideration Shares to members of the Concert Party and the exercise of Vendor
Warrants held by certain members of the Concert Party;
· Resolution 7 is an ordinary resolution to authorise the Directors, under
section 551 of the Companies Act 2006, to issue, inter alia, the Consideration
Shares and the Placing Shares and to provide for the exercise of Warrants and
options plus additional New Ordinary Shares;
· Resolution 8 is a special resolution to authorise the Directors to issue,
inter alia, the Consideration Shares, the Placing Shares, the Warrant Shares and
options and additional New Ordinary Shares otherwise than on a pre-emptive
basis;
· Resolution 9 is a special resolution to adopt new articles of association
for the Company; and
· Resolution 10 is a special resolution to change the name of the Company
to 'Vipera plc'.
In accordance with the Takeover Code, Resolution 6 will be taken on a poll of
Shareholders (all of whom are independent of the Concert Party).
Unaudited Pro Forma Statement of Net Assets
Set out below is an unaudited pro forma consolidated statement of net assets of
the Company and Vipera (together "the Enlarged Group") which has been prepared
for illustrative purposes only to show the effect of the acquisitions of Vipera
and the Placing as if it had occurred on 31 December 2009. The pro forma
statement of net assets has been prepared for illustrative purposes only, and
because of its nature, it may not give a true reflection of the Enlarged Group's
financial position or results.
+------------------------+----------+-----------+-------------+-----------+-----------+
| | Ricmore | Vipera | Issue of | Admission | Unaudited |
| | net | assets | share | costs | pro |
| | assets | as at 31 | capital | | forma |
| | as at | December | and | | adjusted |
| | 31 | 2009 | acquisition | | net |
| | December | | of Vipera | | assets of |
| | 2009 | | | | the |
| | | | | | enlarged |
| | | | | | group on |
| | | | | | Admission |
| | | | | | to AIM |
+------------------------+----------+-----------+-------------+-----------+-----------+
| Assets | GBP | GBP | GBP | GBP | GBP |
| Non-current assets | | | | | |
+------------------------+----------+-----------+-------------+-----------+-----------+
| Intangible assets | - | 962,004 | 8,032,109 | - | 8,994,113 |
+------------------------+----------+-----------+-------------+-----------+-----------+
| Property, plant and | | 695 | - | - | 695 |
| equipment | | | | | |
+------------------------+----------+-----------+-------------+-----------+-----------+
| Deferred tax asset | | 96,482 | - | - | 96,482 |
+------------------------+----------+-----------+-------------+-----------+-----------+
| | - | 1,059,181 | 8,032,109 | - | 9,091,290 |
+------------------------+----------+-----------+-------------+-----------+-----------+
| Current assets | | | | | |
+------------------------+----------+-----------+-------------+-----------+-----------+
| Trade and other | | 8,977 | - | - | 8,977 |
| receivables | | | | | |
+------------------------+----------+-----------+-------------+-----------+-----------+
| Cash and cash | 943,118 | 17,703 | 55,000 | (337,600) | 678,221 |
| equivalents | | | | | |
+------------------------+----------+-----------+-------------+-----------+-----------+
| | 943,118 | 26,680 | 55,000 | (337,600) | 687,198 |
+------------------------+----------+-----------+-------------+-----------+-----------+
| Total assets | 943,118 | 1,085,861 | 8,087,109 | (337,600) | 9,778,488 |
+------------------------+----------+-----------+-------------+-----------+-----------+
| Liabilities | | | | | |
+------------------------+----------+-----------+-------------+-----------+-----------+
| Non-current | | | | | |
| liabilities | | | | | |
+------------------------+----------+-----------+-------------+-----------+-----------+
| Borrowings | - | - | - | - | - |
+------------------------+----------+-----------+-------------+-----------+-----------+
| Deferred tax liability | - | 10,815 | - | - | 10,815 |
+------------------------+----------+-----------+-------------+-----------+-----------+
| | - | 10,815 | - | - | 10,815 |
+------------------------+----------+-----------+-------------+-----------+-----------+
| Current liabilities | | | | | |
+------------------------+----------+-----------+-------------+-----------+-----------+
| Trade and other | 41,578 | 296,758 | - | - | 338,336 |
| payables | | | | | |
+------------------------+----------+-----------+-------------+-----------+-----------+
| | 41,578 | 296,75 | - | - | 349,151 |
+------------------------+----------+-----------+-------------+-----------+-----------+
| Total liabilities | 41,578 | 307,573 | - | - | 349,151 |
+------------------------+----------+-----------+-------------+-----------+-----------+
| Total assets less | 901,540 | 778,288 | 8,087,109 | (337,600) | 9,429,337 |
| total liabilities | | | | | |
+------------------------+----------+-----------+-------------+-----------+-----------+
Appendix 1
Director's Shareholding
As at the date of the Document and immediately following Admission, the interest
in shares of the Directors and of the Proposed Directors in the issued share
capital of the Company (including related financial products as defined in the
AIM Rules), including the interests of each Director's and Proposed Director's
family, (which shall bear the meaning given to it as set out in the AIM Rules)
(all of which are beneficial) required to be notified to the Company pursuant to
Rule 17 of the AIM Rules the existence of which is known or which could, with
reasonable diligence, be ascertained by a Director or Proposed Director are, and
following Admission, will be, as follow:
+-------------------------+--------------------+------------+---------------+------------+
| | At the date of the | Upon Admission |
| | Document | |
| | | |
+-------------------------+---------------------------------+----------------------------+
| | Number of |Percentage | Number of |Percentage |
| | Ordinary | of | New | of |
| | Shares | Existing | Ordinary | Enlarged |
| |(pre-consolidation | Share | Shares | Share |
| | | Capital | | Capital |
+-------------------------+--------------------+------------+---------------+------------+
| | | | | |
+-------------------------+--------------------+------------+---------------+------------+
| Director/Proposed | | | | |
| Director | | | | |
+-------------------------+--------------------+------------+---------------+------------+
| | | | | |
+-------------------------+--------------------+------------+---------------+------------+
| John Shaw | 10,014,337 | 3.01 | 400,573 | 0.34 |
+-------------------------+--------------------+------------+---------------+------------+
| Martin Perrin | 4,808,376 | 1.44 | 251,159 | 0.21 |
+-------------------------+--------------------+------------+---------------+------------+
| Silvano Maffeis | Nil | Nil | 24,494,959 | 20.83 |
+-------------------------+--------------------+------------+---------------+------------+
| Marco Casartelli | Nil | Nil | 29,358,003(1) | 24.96 |
+-------------------------+--------------------+------------+---------------+------------+
| Roger Mitchell | Nil | Nil | 5,562,043 | 4.73 |
+-------------------------+--------------------+------------+---------------+------------+
| John Defterios | Nil | Nil | 117,647 | 0.10 |
+-------------------------+--------------------+------------+---------------+------------+
Proposed Director's Directorships
Other than directorships of companies within the Enlarged Group, the Proposed
Directors have held the following directorships or been partners in the
following partnerships within the five years prior to the date of the Document:
+--------------+----------------------+----------------------+
| Silvano | - | - |
| Maffeis | | |
+--------------+----------------------+----------------------+
| Marco | Mobile World Srl | Bridge Srl |
| Casartelli | | New Codd & Date Srl |
+--------------+----------------------+----------------------+
| Roger | Albachiara SAGL | The Trading (UK) |
| Mitchell | Albachiara Ltd | Exchange Limited |
| | Global Media Rights | Football Aid Trading |
| | Ltd - Jersey | Limited |
| | Le Macie SRL | EBT Mobile China plc |
| | Le Racole SRL | |
| | Aquario plc | |
| | | |
+--------------+----------------------+----------------------+
| John | FBC Media (UK) Ltd | - |
| Defterios | FBC Group Limited | |
| | 55-59 Randolph | |
| | Avenue Limited | |
+--------------+----------------------+----------------------+
Roger Mitchell:
In September 2007, following an introduction through an angel syndicate, Roger
invested in, and became a director, of Acquario plc, a water technology company
in need of turn-round skills on its board and needing to refinance. Despite a
number of management initiatives and stepping into the CEO role to rescue the
company, it subsequently became clear that the prospects for the business were
not advantageous enough to attract the necessary finance, particularly in the,
then, financial climate and in October 2009 an Administrator was appointed by
the board. It is expected that there will be a deficit of funds available to
creditors.
There are no further details in relation to the above appointments which require
disclosure under paragraph (g) (iii) to (viii) of Schedule 2 to the AIM Rules.
Significant Shareholders
Insofar as is known to the Company and in addition to the holdings of the
Directors and the Proposed Directors, the following persons hold, as at the date
of this Document, and are expected (based on the information available as at the
date of this Document), following Admission, to hold directly or indirectly 3
per cent. or more of the Enlarged Share Capital:
+-------------------------+--------------+-----------+----------+----------+----------+----------+
| | At the date of the | Following Admission |
| | Document | |
+-------------------------+--------------------------+-------------------------------------------+
| | | Percentage of | Number | Percentage of |
| | Number of | Existing | of | Enlarged Share |
| | Ordinary | Ordinary Share | New | Capital |
| | Shares | |Ordinary | |
| | | | Shares | |
+-------------------------+--------------+----------------------+----------+---------------------+
| Shareholder | | | | |
+-------------------------+--------------+-----------+--------------------------------+----------+
| Alan McKeating | 43,960,561 | 13.21 | 1,758,422 | 1.50 |
+-------------------------+--------------+-----------+--------------------------------+----------+
| Philip Bellamy-Lee | 31,624,965 | 9.50 | 1,264,999 | 1.08 |
+-------------------------+--------------+-----------+--------------------------------+----------+
| Stephen Barclay | 14,372,357 | 4.32 | 574,894 | 0.49 |
+-------------------------+--------------+-----------+--------------------------------+----------+
| Garry Rimmer | 13,123,068 | 3.94 | 524,923 | 0.45 |
+-------------------------+--------------+-----------+--------------------------------+----------+
| Robert Hatton | 12,495,679 | 3.76 | 499,827 | 0.42 |
+-------------------------+--------------+-----------+--------------------------------+----------+
| Neby & Jahrmann Srl | Nil | Nil | 29,757,432 | 25.30 |
+-------------------------+--------------+-----------+--------------------------------+----------+
| Compagnia Fiduciaria | Nil | Nil | 3,784,586 | 3.22 |
| Nazionale SpA | | | | |
+-------------------------+--------------+-----------+--------------------------------+----------+
| | | | | | | |
+-------------------------+--------------+-----------+----------+----------+----------+----------+
Appendix 2
Expected Timetable of Principal Events
2010
Publication date of this Document
21 July
Latest time and date for receipt of completed Forms of Proxy for
the Annual General Meeting
12 noon on 11 August
Annual General Meeting
12 noon on 13 August
Record Date for the Share Capital Reorganisation
5.30 p.m. on 13 August
Completion of the Acquisition
16 August
Admission effective and expected commencement of dealings on
AIM in the New Ordinary Shares
16 August
Delivery into CREST of the New Ordinary Shares to be held in
uncertificated form
16 August
Despatch of definitive share certificates in respect of the New Ordinary
Shares to be held in certificated form
By 31 August
AIM Ticker Symbol following Admission
VIP
ISIN Number for New Ordinary Shares
GB00B5M62J37
DEFINITIONS
The following definitions shall apply throughout this announcement unless the
context otherwise requires:
+--------------------+----------------------------------------------+
| "Acquisition" | the proposed acquisition by the Company of |
| | the entire share capital of Vipera as |
| | proposed in the Document and pursuant to the |
| | Acquisition Agreement |
+--------------------+----------------------------------------------+
| "Acquisition | the conditional agreement dated 21 July 2010 |
| Agreement" | between the Company and the Vendors relating |
| | to the Acquisition as described in paragraph |
| | 10.1.1 of Part 8 of the Document |
+--------------------+----------------------------------------------+
| "Act" | the Companies Act 2006 |
+--------------------+----------------------------------------------+
| "Admission" | admission of the Enlarged Share Capital to |
| | trading on AIM becoming effective in |
| | accordance with the AIM Rules |
+--------------------+----------------------------------------------+
| "AGM" or "Annual | the Annual General Meeting of the Company, |
| General Meeting" | notice of which is set out at the end of |
| | this Document |
+--------------------+----------------------------------------------+
| "AIM" | a market operated by the London Stock |
| | Exchange |
+--------------------+----------------------------------------------+
| "AIM Rules" | the rules for AIM companies and their |
| | nominated advisers as issued by the London |
| | Stock Exchange, as amended from time to time |
+--------------------+----------------------------------------------+
| "Beaumont Cornish" | Beaumont Cornish Limited, authorised and |
| | regulated by the Financial Services |
| | Authority, nominated adviser to the Company |
| | under the AIM Rules |
+--------------------+----------------------------------------------+
| "Capital | the Share Subdivision and the Share |
| Reorganisation" | Consolidation |
+--------------------+----------------------------------------------+
| "Company" or | Ricmore Capital Plc, a company registered in |
| "Ricmore" | England and Wales with registered number |
| | 05383355 |
+--------------------+----------------------------------------------+
| "Completion" | completion of the Acquisition Agreement in |
| | accordance with its terms |
+--------------------+----------------------------------------------+
| "Consideration | 103,651,724 New Ordinary Shares to be issued |
| Shares" | to the Vendors on Completion as |
| | consideration under the Acquisition |
| | Agreement |
+--------------------+----------------------------------------------+
| "Concert Party" | the Concert Party as defined by the Takeover |
| | Code comprising the Vendors, further details |
| | of whom are set out in Part A of Part 7 of |
| | the Document |
+--------------------+----------------------------------------------+
| "CREST" | the relevant system (as defined in the CREST |
| | Regulations) in respect of which Euroclear |
| | UK & Ireland Limited (formerly CRESTCo |
| | Limited) is the Operator (as defined in the |
| | CREST Regulations) in accordance with which |
| | securities may be held and transferred in |
| | uncertificated form |
+--------------------+----------------------------------------------+
| "CREST | the Uncertificated Securities Regulations |
| Regulations" | 2001 (SI 2001 No. 3755) |
+--------------------+----------------------------------------------+
| "Current Articles" | the articles of association of the Company |
| | as at the date of the Document |
+--------------------+----------------------------------------------+
| "Daniel Stewart" | Daniel Stewart & Company Plc, authorised and |
| | regulated by the Financial Services |
| | Authority, the Company's broker under the |
| | AIM Rules |
+--------------------+----------------------------------------------+
| "Deferred Shares" | the deferred shares of 24p each in the |
| | capital of the Company |
+--------------------+----------------------------------------------+
| "Directors" or | the existing directors of the Company, whose |
| "Board" | names are set out on page 5 of the Document |
+--------------------+----------------------------------------------+
| "Document" | the admission document, as prepared in |
| | accordance with the AIM Rules |
+--------------------+----------------------------------------------+
| "Enlarged Share | all of the issued New Ordinary Shares |
| Capital" | immediately following Admission including, |
| | for the avoidance of doubt, the |
| | Consideration Shares and the Placing Shares |
+--------------------+----------------------------------------------+
| "Enlarged Group" | the Company and its subsidiaries following |
| | Completion |
+--------------------+----------------------------------------------+
| "Existing Ordinary | the 332,768,383 issued Ordinary Shares of 1p |
| Shares" | as at the date of this Document and, for the |
| | avoidance of doubt, prior to the Capital |
| | Reorganisation |
+--------------------+----------------------------------------------+
| "Existing | the persons who are registered as holders of |
| Shareholders" | Existing Ordinary Shares at the date of this |
| | Document |
+--------------------+----------------------------------------------+
| "FSA" | the Financial Services Authority |
+--------------------+----------------------------------------------+
| "Investing | an investing company, as defined by the AIM |
| Company" | Rules for Companies and AIM's Guidance Note |
| | for Investing Companies (June 2009) |
+--------------------+----------------------------------------------+
| "London Stock | London Stock Exchange plc |
| Exchange" | |
+--------------------+----------------------------------------------+
| "New Articles" | the articles of association of the Company |
| | to be adopted pursuant to the Resolutions |
+--------------------+----------------------------------------------+
| "New Ordinary | the new Ordinary Shares of 1p each in the |
| Shares" | capital of the Company following the Capital |
| | Reorganisation |
+--------------------+----------------------------------------------+
| "New Vipera | the deed of the Company dated 21 July 2010 |
| Warrant Deed" | constituting warrants issued to certain of |
| | the Vendors, further details of which are |
| | set out in paragraph 5.4 of Part 8 of this |
| | Document |
+--------------------+----------------------------------------------+
| "Old Vipera | the deed of the Company dated 21 July 2010 |
| Warrant Deed" | constituting warrants issued to certain of |
| | the Vendors, further details of which are |
| | set out in paragraph 5.5 of Part 8 of this |
| | Document |
+--------------------+----------------------------------------------+
| "Ordinary Shares" | ordinary shares of 1p each in the capital of |
| | the Company |
+--------------------+----------------------------------------------+
| "Panel" | the Panel on Takeovers and Mergers |
+--------------------+----------------------------------------------+
| "Placees" | those parties subscribing for Placing Shares |
| | in the Placing |
+--------------------+----------------------------------------------+
| "Placing" | the conditional placing by the Company of |
| | the Placing Shares at the Placing Price |
+--------------------+----------------------------------------------+
| "Placing | the agreement between the Company and Daniel |
| Agreement" | Stewart as set out in paragraph 14.1 of Part |
| | 8 of the Document |
+--------------------+----------------------------------------------+
| "Placing Price" | 8.5p per Placing Share |
+--------------------+----------------------------------------------+
| "Placing Shares" | 647,058 New Ordinary Shares to be allotted |
| | and issued pursuant to the Placing |
+--------------------+----------------------------------------------+
| "Proposals" | the Acquisition, the Placing, the Waiver, |
| | the change of the Company's name to "Vipera |
| | Plc", Admission and the Capital |
| | Reorganisation |
+--------------------+----------------------------------------------+
| "Proposed | John Defterios, Marco Casartelli, Roger |
| Directors" | Mitchell and Dr. Silvano Maffeis, details of |
| | whom are set out in Part 1 of the Document |
+--------------------+----------------------------------------------+
| "Record Date" | 5.30pm on 13 August 2010 |
+--------------------+----------------------------------------------+
| "Resolutions" | the resolutions contained in the notice of |
| | AGM set out at the end of this Document |
+--------------------+----------------------------------------------+
| "Ricmore 2010 | the deed of the Company dated 21 July 2010 |
| Warrant Deed" | constituting warrants issued to the |
| | Directors, Daniel Stewart and Beaumont |
| | Cornish, further details of which are set |
| | out in paragraph 5.3 of Part 8 of the |
| | Document |
+--------------------+----------------------------------------------+
| "Share | the consolidation of the Existing Ordinary |
| Consolidation" | Shares as described in paragraph 4 of Part 1 |
| | of the Document |
+--------------------+----------------------------------------------+
| "Shareholders" | the persons who are registered as holders of |
| | Ordinary Shares from time to time |
+--------------------+----------------------------------------------+
| "Share Option | the Company's unapproved share option |
| Plan" | scheme, further details of which are set out |
| | in paragraph 13 of Part 8 of the Document |
+--------------------+----------------------------------------------+
| "Share | the subdivision of the Existing Ordinary |
| Subdivision" | Shares as set out in paragraph 4 of Part 1 |
| | of the Document |
+--------------------+----------------------------------------------+
| "Takeover Code" | the City Code on Takeovers and Mergers |
+--------------------+----------------------------------------------+
| "Vendors" | the shareholders of Vipera, as set out in |
| | Part A of Part 7 of the Document |
+--------------------+----------------------------------------------+
| "Vendor Warrants" | warrants issued to certain of the Vendors to |
| | subscribe for up to 4,044,217 Warrant Shares |
| | at 3p per New Ordinary Share pursuant to the |
| | terms of the New Vipera Warrant Deed and the |
| | Old Vipera Warrant Deed |
+--------------------+----------------------------------------------+
| "Vipera" | Vipera GmbH, registered in Switzerland with |
| | identification number CH-400.4.024.134-4 |
+--------------------+----------------------------------------------+
| "Vipera Shares" | the entire issued share capital of Vipera |
| | being 10,380 ordinary shares of CHF 100 each |
+--------------------+----------------------------------------------+
| "Waiver" | the waiver (further details of which are set |
| | out in paragraph 12 of Part 1 of the |
| | Document) of the obligations on the Concert |
| | Party to make a general offer under Rule 9 |
| | of the Takeover Code which may arise as a |
| | consequence of the issue of Consideration |
| | Shares and the exercise of the Vendor |
| | Warrants by members of the Concert Party, |
| | granted by the Panel conditional upon the |
| | approval of the Shareholders by the passing |
| | of the Waiver Resolution |
+--------------------+----------------------------------------------+
| "Waiver | Resolution 3 set out in the notice of AGM at |
| Resolution" | the end of the Document |
+--------------------+----------------------------------------------+
| "Warrants" | the existing and proposed warrants to |
| | subscribe for Warrant Shares, further |
| | details of which are set out in paragraph 5 |
| | of Part 8 of the Document |
+--------------------+----------------------------------------------+
| "Warrant Shares" | New Ordinary Shares issued pursuant to the |
| | exercise of the Warrants |
+--------------------+----------------------------------------------+
Contact:
John Shaw, Ricmore Capital PLC on 07973 826613
Martin Perrin, Ricmore Capital PLC on 07785 505 337
Marco Casartelli, Vipera GmbH on +39 3482 605 608
Roland Cornish, Felicity Geidt and James Biddle, Beaumont Cornish Limited on 020
7628 3396
This information is provided by RNS
The company news service from the London Stock Exchange
END
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