The Boards of Directors of Vipera plc and Sella Open Fintech Platform S.p.A. announced this morning that following recent discussions, SOFP is contemplating making an offer for the entire issued and to be issued ordinary share capital of Vipera. 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.