Defenx plc BV Tech Distribution Agreement (4928V)
09 Abril 2019 - 1:00AM
UK Regulatory
TIDMDFX
RNS Number : 4928V
Defenx plc
09 April 2019
9 April 2019
Defenx PLC
("Defenx", the "Company" or the "Group")
BV Tech Distribution Agreement and Software Services
Agreement
Related Party Transactions
Defenx PLC (AIM: DFX), the cyber-security software group, is
pleased to announce that it has entered into a software
distribution agreement and a software services agreement with BV
Tech S.p.A. ("BV Tech"), the Company's majority shareholder.
Distribution Agreement
The Company's wholly owned subsidiary Defenx Italia Srl ("Defenx
Italia") has entered into a software distribution agreement with BV
Tech (the "Distribution Agreement"), which amends the previous
software distribution agreement entered into with BV Tech, as
originally announced on 22 June 2017 (the "2017 Distribution
Agreement").
Pursuant to the Distribution Agreement, BV Tech:
i) will have the sole rights to sell Defenx products to certain
bodies within the Italian defence, space, national security or
critical infrastructures sectors, through to the end of December
2023 for which BV Tech will pay Defenx a total consideration of
EUR1.0 million, to be invoiced in three instalments before the end
of H1 2019. In addition, Defenx will receive a royalty fee equal to
50% of any revenues from the sale of its products (during the
period to 31 December 2023) to such clients in excess of EUR5.0
million; and
ii) has committed to purchase Defenx's products, with a minimal
value of EUR1.2 million, over a two year period, effective from 1
January 2019. Accordingly, Defenx will receive a minimum of EUR1.2
million in a number of instalments over the two year period from BV
Tech for such products. The previous restrictions regarding the
distribution of Defenx's products have also been removed, such that
BV Tech is now able to distribute, on a non-exclusive basis, all of
Defenx's products, other than those covered by i) above, through
any direct and indirect channel of distribution or sales through to
31 December 2021.
The value of any Defenx products sold by BV Tech pursuant to the
Distribution Agreement will, unless agreed otherwise by the
parties, be based on the prices set out in the 2017 Distribution
Agreement.
All other terms of the previous 2017 Distribution Agreement
remain the same.
Services Agreement
Defenx, via Defenx Italia, has also entered into a software
services agreement with BV Tech (the "Services Agreement"),
pursuant to which BV Tech will undertake to provide services to
Defenx in respect of its range of new and existing products over
the course of 2019. The aggregate fee payable by the Company to BV
Tech for the services under the Services Agreement is calculated
and payable monthly on a 'time spent' basis, capped at EUR1.2
million.
The Services Agreement contains warranties in favour of Defenx
Italia in respect of the intellectual property created pursuant to
the services. BV Tech has the right of first refusal to extend the
Services Agreement for a further year on the same terms, subject to
its fees and/or timing for delivery of its services at least
matching terms proposed by third party suppliers, all other
criteria being at least equal. The Services Agreement contains a
number of termination rights of each party, for cause, rather than
for convenience.
The Services Agreement does not form part of the master services
agreement previously entered into with BV Tech, as announced on 27
September 2017.
Following entering into the Service Agreement, Defenx will focus
on completing work on its product portfolio and now expects to be
in a position to launch new products in Q2 2019.
Related Party Transactions
As BV Tech is a substantial shareholder of the Company as
defined in the AIM Rules for Companies ("AIM Rules"), the
Distribution Agreement and the Services Agreement (together the
"Agreements") are classified as related party transactions pursuant
to AIM Rule 13. Accordingly, the independent Directors of the
Company (being all the Directors other than Raffaele Boccardo who
is a director of and interested in BV Tech), having consulted with
the Company's Nominated Adviser, Strand Hanson Limited, consider
that the terms of the Agreements are fair and reasonable insofar as
the Company's shareholders are concerned.
Enquiries
Defenx PLC
Anthony Reeves - Executive Chairman 020 3198 9414
IFC Advisory (Financial PR and IR)
Tim Metcalfe / Graham Herring / Heather Armstrong 020 3934 6630
Strand Hanson Limited (Nominated and Financial Adviser)
Richard Tulloch / Stuart Faulkner / James Bellman 020 7409 3494
WH Ireland (Broker)
Adrian Hadden 020 7220 1666
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCIPMATMBAMBPL
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