Defenx plc BV-Tech Master Services Agreement (9021R)
September 27 2017 - 2:01AM
UK Regulatory
TIDMDFX
RNS Number : 9021R
Defenx plc
27 September 2017
27 September 2017
Defenx PLC
("Defenx" or the "Company")
BV-Tech Master Services Agreement
Defenx PLC (AIM:DFX), the cyber-security software group, is
pleased to announce that, further to the software acquisition and
investment by BV-Tech SpA ("BV-Tech") announced on 11 April 2017
and the software distribution contract entered into on 22 June 2017
as part of its strategic partnership with BV-Tech, the Company has
now entered into a master services agreement in relation to the
development and assignment of software.
Master Service Agreement
Defenx has entered into a Master Services Agreement with BV-Tech
(the "Master Services Agreement"), which is a framework agreement
intended to govern the process by which Defenx will assign work to
BV-Tech in relation to the development of software.
The Master Services Agreement acknowledges that BV-Tech will act
in the best interests of Defenx and on an arms length basis in
relation to the provision of any software development services to
the Company and that, notwithstanding that fact, BV-Tech is a
preferred supplier of such services to the Company given its
expertise and relationship with Defenx.
The key terms of the Master Services Agreement are as
follows:
-- All software development projects will be put out to tender
with BV-Tech and other third party suppliers selected by the
Company.
-- Software development services will be assigned to the
supplier of services deemed most suitable based on criteria
including the quality, cost and timeframe for delivery. BV-Tech
shall have the right to match or better the terms offered by an
alternative supplier provided that the overall proposal is at least
equal to the alternative option.
-- All intellectual property rights in relation to work provided
by BV-Tech under contracts governed by the Master Services
Agreement are created solely for the benefit of Defenx and shall be
transferred and assigned to Defenx on receipt of the relevant fees
due from the Company.
-- The Master Services Agreement and any contracts governed by
it may be terminated by either party providing at least 90 days'
written notice.
Related party transaction
BV-Tech is a substantial shareholder in the Company as defined
in the AIM Rules for Companies ("AIM Rules"), in that it is
currently interested in 28.1 per cent. of the Company's issued
share capital. Accordingly, the entry into the Master Services
Agreement with BV-Tech constitutes a related party transaction in
accordance with Rule 13 of the AIM Rules.
The board of directors (the "Board") (apart from Raffaele
Boccardo and Franco Francione, who as BV-Tech's nominees on the
Board are not deemed to be independent) consider, having consulted
with the Company's nominated adviser, Strand Hanson Limited, that
the terms of the Master Services Agreement are fair and reasonable
insofar as its shareholders are concerned.
Any future amendments to the Master Services Agreement will be
subject to consideration by the Board and, if necessary under the
AIM Rules, involve the provision of a fair and reasonable opinion
by the independent directors in consultation with the Company's
nominated adviser.
Andrea Stecconi, Chief Executive Officer of Defenx,
commented:
"With the Master Services Agreement in place with BV-Tech, we
now have the foundations for our strategic partnership. I look
forward to working with BV-Tech to target larger corporate
customers and add high quality, recurring revenues."
Enquiries
Defenx PLC
Andrea Stecconi - Chief Executive Officer
Philipp Prince - Chief Financial Officer 020 3769 0687
IFC Advisory (Financial PR and IR)
Tim Metcalfe / Graham Herring / Heather
Armstrong 020 3053 8671
Strand Hanson Limited (Nominated and
Financial Adviser)
Angela Hallett / Richard Tulloch /
James Bellman 020 7409 3494
WH Ireland (Joint-Broker)
Adrian Hadden / Alex Bond 020 7220 1666
Beaufort Securities (Joint-Broker)
Jon Belliss 020 7382 8300
About Defenx
Founded in 2009, Defenx is a fast-growing and profitable
cyber-security software group that offers a range of Security,
Backup and Protection solutions for smartphones, PCs and
networks.
A channel sales strategy, focused on flexibility,
white-labelling and profit-share arrangements with distributors,
telecoms companies and hardware manufacturers, enables Defenx to
compete with established industry incumbents. Defenx's global
distribution partners currently include 3Italia, Türk Telecom and
Western Digital, amongst others including telecoms operators,
systems integrators and original equipment manufacturers.
Defenx was admitted to trading on AIM on 3 December 2015,
acquired Memopal Srl in August 2016 and announced a strategic
partnership with BV-Tech, an Italian IT solutions provider, in
April 2017. These have allowed the Company to diversify its product
portfolio and grow its customer base by adding proprietary cloud
backup and encryption technology as well as new channel
partners.
Web: investors.defenx.com
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 company news service from the London Stock Exchange
END
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