Vipera Plc (LON:VIP), the cutting edge provider of mobile financial services and digital customer engagement solutions, has today announced that it has exchanged contracts to acquire SoftTelecom Desarrollos I Mas D S.L. (“SoftTelecom”), and has received applications to subscribe for 40,000,000 new ordinary shares in Vipera (the “Subscription Shares”) to raise €2.5M before expenses at a price of 5.5540 pence per subscription share.
Acquisition of SoftTelecom
Founded in 2005 and based in Madrid, SoftTelecom is a software solutions house, serving clients in the banking, payment service provider including real time payments and telecommunication fields with solutions primarily focused around payment technology and point of sale developments. The company has customers in Spain, the Netherlands and UK.
SoftTelecom, whose principal owner is retiring, has a team of two sales staff and 18 software engineers, a significant proportion of whom are recent computer science graduates. SoftTelecom focuses on leading edge, open source technologies with current projects including PSD2 (Second Payments Services Directive) and blockchain developments.
In the year to 31 December 2016, SoftTelecom had a turnover of €788,000 and an operating profit of €247,000. At 31 December 2016, it had net assets of €734,000. The company is enjoying strong growth.
SoftTelecom sits well with Vipera’s objective of continued product development, and in particular, of being a launchpad for expanding Group sales into the Spanish market with a local delivery capability in the Iberian region.
Vipera is acquiring SoftTelecom for a consideration of €1.3M of which €250,000 is subject to retentions to be released over two years.
The Subscription
In a subscription arranged by the Company, Banca Sella Holding S.p.A (“Sella Bank Group”) has subscribed for its own account €2,485,680 for 40,000,000 new ordinary shares of 1p each (“Ordinary Shares”) in Vipera at a price of 6.2142025 euro cents per Ordinary Share.
Sella Bank Group is a long-established Italian private bank based near Milan and is a pioneer in digital banking. It has a major market presence in the Italian e-commerce systems market and has been an early adopter of a range of new technologies. They have recently engaged Vipera in relation to some pilot projects and expressed a strong interest in Vipera’s product evolution strategy.
In addition, a senior manager of SoftTelecom will subscribe, at completion of the acquisition which is expected shortly, €9,943 for 160,000 new Ordinary Shares in Vipera, at the same price as Sella Bank Group.
Total Voting Rights
Application has been made for the 40,000,000 new Ordinary Shares to be admitted to trading on AIM. Admission is expected to occur at 8am on 28 July 2017. Application will be made to the London Stock Exchange for the 160,000 Ordinary Shares to be issued and admitted to trading on Completion as appropriate.
The total number of ordinary shares in issue following the transactions announced today will be 320,429,725 (the “Enlarged Issued Share Capital”) with each Ordinary Share holding one voting right. There are no Ordinary Shares held in treasury.
The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company, under the Disclosure and Transparency Rules.
Commenting on these transactions, Chief Executive Officer of Vipera Plc, Marco Casartelli said: “Our acquisition of SoftTelecom allows us to strengthen the sales resource dedicated to the Spanish market and widen our product development in areas such as PSD2 and blockchain solutions. We are encouraged by SoftTelecom’s strong growth and look forward to integrating the business and welcoming the team to the wider Vipera group. The investment from Sella Bank Group is a welcome vote of confidence in our product route-map and the prospects for the future evolution of digital banking.”
