Vipera PLC Recommended Cash Offer by Sella Open Fintech Platform S.p.A. – DirectorsTalk Interviews

The board of directors of Sella Open Fintech Platform S.p.A. (“SOFP”) has today announced that the recommended cash offer by SOFP for Vipera plc (LON:VIP) became unconditional as to acceptances yesterday and has now declared the Offer to be unconditional in all respects. The Offer is being extended and will remain open for acceptances and not less than 14 days’ notice will be given of its closing.

The Offer was made on 14 May 2018 for the whole of the issued and to be issued share capital of Vipera, other than 40,000,000 Vipera Shares held by SOFP’s holding company and 111,560,826 Vipera Shares subject to the Management Share Exchange Agreement. The document dated 14 May 2018 containing the Offer is available on SOFP’s website at https://www.sellagroup.eu/open-banking-disclaimer#-disclaimer and Vipera’s website at http://www.vipera.com/our-company/investor-relations/. Words and expressions in this announcement have the same meanings as in the Offer Document.

5,000,000 new Vipera Shares were issued after the publication of the Offer Document and there are currently 325,429,725 Vipera Shares in issue.

Compulsory acquisition of remaining Vipera Shares

SOFP intends to exercise its rights to acquire compulsorily the remaining Vipera Shares to which the Offer relates, in respect of which it has not received acceptances. Notices will be despatched under the procedures set out in s974-991 of the Companies Act 2006 shortly. Any holders of such Vipera Shares will receive their cash consideration sooner if they accept the Offer.

Level of acceptances

As at 3.15 p.m. yesterday, SOFP had received valid acceptances of the Offer in respect of 162,456,919 Vipera Shares, representing approximately 49.9 per cent. of the issued ordinary share capital of Vipera and 93.4 per cent. of the Vipera Shares to which the Offer relates. As the Offer was subject to valid acceptances being received in respect of not less than 90 per cent. of the
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