CBUY Cloudbuy Plc

TIDMCBUY

RNS Number : 2833Z

Cloudbuy PLC

09 January 2020

 
 For immediate release   9 January 2020 
 

cloudBuy plc

("cloudBuy" or the "Company")

Proposed cancellation of admission to trading on AIM

Re-registration as a Private Limited Company, Adoption of new Articles of Association,

and

Notice of General Meeting

cloudBuy plc ("cloudBuy" or the "Company" is today posting a circular to shareholders ("Circular") convening a general meeting of the Company ("General Meeting") at which shareholders are being invited to consider the proposed cancellation of the Company's ordinary shares of 0.1p each ("Ordinary Shares") from trading on AIM ("Cancellation"), re-registration as a private limited company and adoption of new articles of association.

The General Meeting will be held at 11.00am on 27 January 2020 at 5 Jupiter House, Calleva House, Aldermaston, RG7 8NN.

The Directors consider these proposals to be in the best interest of Shareholders after considering, amongst other things, the costs of maintaining trading in the Ordinary Shares on AIM and the limited free float and liquidity in the Ordinary Shares and intend to vote in favour of the Resolutions at the General Meeting.

The Ordinary Shares will continue to be admitted to trading on AIM, prior to the Cancellation which is anticipated will become effective at 7.00 a.m. on 7 February 2020 if shareholders vote in favour of the Resolution 1 at the General Meeting.

A copy of the expected timetable and letter from the board of cloudBuy is set out below.

Defined terms used in this announcement have the meaning set out at the end of this announcement and as in the Circular.

For further information, please contact:

 
  cloudBuy plc 
   David Gibbon, CFO & COO                            Tel: 0118 963 7000 
 
  Arden Partners plc - NOMAD and broker              Tel: 020 7614 5900 
  Paul Shackleton / Daniel Gee-Summons- Corporate 
   Finance 
   Simon Johnson - Corporate Broking 
 

The information communicated within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

About cloudBuy plc

cloudBuy, (AIM: CBUY), provides cloud solutions for buyers and sellers - and brings them together to trade securely and ethically via an increasing number of public eMarketplaces and private purchasing portals around the world, powered by cloudBuy technology. cloudBuy solutions for buyers help B2B purchasers understand and control their spend, to reduce costs and increase value. Our cloudSell solutions enable sellers of all sizes, from startups to corporates, reach new customers and grow their business.

cloudBuy's technology platform powers web sites, public marketplaces and private purchasing portals that enable all types of online interactions and relationships including, citizen and business to government; consumer to business; and business to business.

For more information, visit: www.cloudbuy.com .

The following has been extracted without amendment from, and should be read in conjunction with, the Circular which will also be available on the investors section of the Company's website:

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

EXPECTED TIMETABLE OF PRINCIPAL EVENTS1, 2

Notice provided to the London Stock Exchange to notify it of the 7 January 2020

proposed Cancellation

Publication and posting of this Document and Form of Proxy to 9 January 2020

Shareholders

   Latest time and date for receipt of completed Forms of Proxy in       11:00 a.m. on 23 January 2020 

respect of the General Meeting

Time and date of the General Meeting 11:00 a.m. on 27 January 2020

Expected last day of dealings in Ordinary Shares on AIM 6 February 2020

Expected

time and date of Cancellation3 7:00 a.m. on 7 February 2020

1 All of the times referred to in this Document refer to London time, unless otherwise stated.

2 Each of the times and dates in the above timetable is subject to change. If any of the above times and/or dates change, the revised times and dates will be notified to Shareholders by an announcement through a Regulatory Information Service.

3 The Cancellation requires the approval of not less than 75 per cent. of the votes cast by Shareholders at the General Meeting.

LETTER FROM THE BOARD OF CLOUDBUY PLC

(Incorporated in England and Wales with registered no. 03732253)

Directors: Registered Office:

Ronald Duncan (Executive Chairman) 5 Jupiter House

Calleva Park

Aldermaston RG7 8NN

Lyn Duncan (Chief Executive Officer)

David Gibbon (CFO & COO)

David Chellingsworth (Non-Executive Director)

Michael Pasternak (Non-Executive Director)

9 January 2020

To the Shareholders of CloudBuy PLC

Dear Shareholder,

Proposed cancellation of admission of Ordinary Shares to trading on AIM, Notice of General Meeting, Re-Registration as a Private Limited Company and Adoption of New Articles of Association

1. Introduction

As announced by the Company today, the Directors have concluded that it is in the best interests of the Company and its Shareholders to cancel the admission of the Ordinary Shares to trading on AIM, seek approval for the Company to be re-registered as a private limited company and adopt the New Articles. In accordance with Rule 41 of the AIM Rules, the Company has notified the London Stock Exchange of the date of the proposed Cancellation.

The Cancellation Resolution is conditional, pursuant to Rule 41 of the AIM Rules, upon the approval of not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by proxy) at the General Meeting, notice of which is set out in Part IV of this Document.

The Company is seeking Shareholders' approval for the Cancellation, Re-registration and adoption of the New Articles at the General Meeting, which has been convened for 11 a.m. on 27 January 2020 at the offices of CloudBuy PLC, 5 Jupiter House, Calleva Park, Aldermaston RG7 8NN.

If the Cancellation Resolution is passed at the General Meeting, it is anticipated that the

Cancellation will become effective at 7.00 a.m. on 7 February 2020.

The purpose of this Document is to seek Shareholders' approval for the Resolutions, to provide information on the background and reasons for Cancellation, the Re-registration and adoption of the New Articles, and to explain the consequences of the Cancellation, the Re-registration and adoption of the New Articles and provide reasons why the Directors unanimously consider the Cancellation, Re-registration and adoption of the New Articles to be in the best interests of the Company and its Shareholders as a whole.

The Notice of the General Meeting is set out in Part IV of this Document.

2. Background and reasons for Cancellation

The Directors have conducted a review of the benefits and drawbacks to the Company and its Shareholders in retaining its quotation on AIM and believe that Cancellation is in the best interests of the Company and its Shareholders as a whole. In reaching this conclusion, the Directors have considered the following key factors, amongst others:

-- the company strategy has been to focus on PHBChoices, this has not performed as expected and the resulting shortfall in revenue means that further significant cost reductions are required:

-- the considerable cost, management time and the legal and regulatory burden associated with maintaining the Company's admission to trading on AIM are, in the Directors' opinion, disproportionate to the benefits to the Company. Excluding savings from staff and director redundancies, it is estimated that Cancellation will reduce the Company's recurring administrative costs by GBP100,000 per annum, and these sums can be better spent maintaining the business; and.

the company no longer has any institutional investors and has a low market capitalisation which makes it very difficult to raise further funds in the market as the volume of trading further reduces the attractiveness to institutional investors.

Following careful consideration, the Directors believe that it is in the best interests of the Company and

Shareholders to seek the proposed Cancellation at the earliest opportunity.

Following the Cancellation, the Board believes that the requirements and associated costs of the Company maintaining its public company status will be difficult to justify and that the Company will benefit from the more flexible requirements and lower costs associated with private limited company status. It is therefore proposed to re-register the Company as a private limited company. In connection with the Re-registration, it is proposed that the New Articles be adopted to reflect the change in the Company's status to a private limited company. The principal effects of the Re-registration and the adoption of the New Articles on the rights and obligations of Shareholders and the Company are summarised in Part II of this Document.

3. Process for, and principal effects of, the Cancellation

The Directors are aware that certain Shareholders may be unable or unwilling to hold Ordinary Shares in the event that the Cancellation is approved and becomes effective. Such Shareholders should consider selling their interests in the market prior to the Cancellation becoming effective.

Under the AIM Rules, the Company is required to give at least 20 clear Business Days' notice of Cancellation. Additionally, Cancellation will not take effect until at least 5 clear Business Days have passed following the passing of the Cancellation Resolution. If the Cancellation Resolution is passed at the General Meeting, it is proposed that the last day of trading in Ordinary Shares on AIM will be 6

February 2020 and that the Cancellation will take effect at 7.00 a.m. on 7 February 2020. The principal effects of the Cancellation will be that:

while the Ordinary Shares will remain freely transferrable, it is likely that the liquidity and marketability of the Ordinary Shares will be constrained and the value of such shares may be adversely affected as a consequence;

in the absence of a formal market and quote, it may be more difficult for Shareholders to determine the market value of their investment in the Company at any given time;

the regulatory and financial reporting regime applicable to companies whose shares are admitted to trading on AIM will no longer apply;

Shareholders will no longer be afforded the protections given by the AIM Rules, such as the requirement to be notified of price sensitive information or certain events and the requirement that the Company seek shareholder approval for certain corporate actions, where applicable, including substantial transactions, reverse takeovers, related party transactions and fundamental changes in the Company's business, including certain acquisitions and disposals;

the levels of disclosure and corporate governance within the Company may not be as stringent as for a company quoted on AIM;

Arden Partners will cease to be nominated adviser to the Company;

whilst the Company's CREST facility will remain in place immediately post the Cancellation, the Company's CREST facility may be cancelled in the future and, although the Ordinary Shares will remain transferable, they may cease to be transferable through CREST. In this instance, Shareholders who hold Ordinary Shares in CREST will receive share certificates; and

        the   Cancellation   and   Re-registration   may   have   personal   taxation   consequences   for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent tax adviser. 

The Company will remain registered with the Registrar of Companies in England & Wales in accordance with and subject to the Companies Act 2006 (the "Law"), notwithstanding the Cancellation. Shareholders should also note that the Takeover Code will continue to apply to the Company following the Cancellation for the period of at least 10 years from the date of Cancellation subject to the Re- registration occurring.

The above considerations are not exhaustive, and Shareholders should seek their own independent advice when assessing the likely impact of the Cancellation on them.

The Company currently intends to continue to provide certain facilities and services to Shareholders that they currently enjoy as shareholders of an AIM company. The Company will:

continue to communicate information about the Company (including annual accounts) to its

Shareholders, as required by the Law;

continue to hold general meetings and annual general meetings for at least 2 years following the Cancellation and Re- registration where shareholder resolutions are proposed. ; and

        continue,   for   at   least   12   months   following   the   Cancellation,   to   maintain   its website, https://investor.CloudBuy.com and to post updates on the website from time to time, although Shareholders should be aware that there will be no obligation on the Company to include all of the information required under the Disclosure Guidance and Transparency Rules, AIM Rule 26 or to update the website as required by the AIM Rules. 

In addition, the Company confirms that, with the exception of David Gibbon, the existing Directors expect to resign following the Cancellation. Ronald Duncan and Lyn Duncan will be available in an advisory capacity only, based on their long experience of the Company.

The Resolutions to be proposed at the General Meeting include the adoption of the New Articles with effect from the Re-registration. A summary of the principal changes being made by the adoption of the New Articles is

included in Part II of this Document.   A copy of the New Articles can be viewed at https://investor.cloudbuy.com/aim-rule-26.html. 

4. Transactions in the Ordinary Shares prior to and post the proposed Cancellation

4.1 Prior to Cancellation

Shareholders should note that they are able to trade in the Ordinary Shares on AIM prior to Cancellation.

4.2 Dealing and settlement arrangements

The Company do not intend to implement a recognised dealing facility following the delisting, and, as such, it is likely that the liquidity and marketability of the Ordinary Shares will be constrained and the value of such shares may be adversely affected as a consequence. In the absence of a formal market and quote, it may be more difficult for Shareholders to determine the market value of their investment in the Company at any given time.

The Directors are aware that Shareholders may wish to acquire or dispose of Ordinary Shares in the Company following the Cancellation. Accordingly, the Board intends to put in place an internal process that will allow Shareholders or persons wishing to acquire or sell Ordinary Shares to leave an indication that they are prepared to buy or sell at an agreed price. The Company will then use its reasonable endeavours to contact those parties that are willing to buy and sell in order that they may discuss effecting the bargain.

Once such a procedure has been put in place details will be made available to Shareholders on the

Company's website (.https://investor.cloudbuy.com/). It is expected that this will take place after the Cancellation.

Transfers of interests in Ordinary Shares in certificated form should be sent to the Company Secretary, CloudBuy PLC, 5 Jupiter House, Calleva Park, Aldermaston RG7 8NN. Existing share certificates remain valid.

If Shareholders wish to buy or sell Ordinary Shares on AIM they must do so prior to the Cancellation becoming effective. As noted above, in the event that Shareholders approve the Cancellation, it is anticipated that the last day of dealings in the Ordinary Shares on AIM will be

6 February 2020 and that the effective date of the Cancellation will be 7 February 2020.

5. Current Trading, Strategy and Prospects

Since the interim results for the six months ended 30 June were published on 21 August 2019, revenue has not grown as expected. One of the Company's larger customers, UOB in Singapore have cancelled their contract. Under the termination agreement, the Company will receive a termination fee in January 2020 representing the majority of the fixed fees which would have been payable in the remaining period of the contract which was due to end in September 2021. The Company has also generated significant revenue for enhancements in the past and had expected future transaction based revenue from UOB, these prospective revenues will not be compensated for.

The Company will continue to pursue its strategy of simplifying the business and focusing on a few larger clients and in particular to grow revenue from PHBChoices. If the cancellation resolution is passed, the Company intends to make significant savings in Q1 through redundancies including the redundancy of 2 executive and 2 non-executive directors. The directors made redundant are expected to receive less than 50% of their contractual redundancy entitlement. The salary of David Gibbon, the remaining director, will be reduced significantly for at least 6 months post delisting.

6. Re-registration

Following the Cancellation, the Directors believe that the requirements and associated costs of the Company maintaining its public company status will be difficult to justify and that the Company will benefit from the more flexible requirements and lower costs associated with private limited company status. It is therefore proposed to re-register the Company as a private limited company. In connection with the Re-registration, it is proposed that the New Articles be adopted to reflect the change in the Company's status to a private limited company. The principal effects of the Re-registration and the adoption of the new articles of association on the rights and obligations of Shareholders and the Company are summarised in Part II of this Document.

Application will be made to the Registrar of Companies for the Company to be re-registered as a private limited company. Re-registration will take effect when the Registrar of Companies issues a certificate of incorporation on Re-registration. The Registrar of Companies will issue the certificate of incorporation on Re-registration when it is satisfied that no valid application can be made to cancel the resolution to re-register as a private limited company or that any such application to cancel the resolution to re- register as a private limited company has been determined and confirmed by the Court.

7. Takeover Code

Notwithstanding the Cancellation and Re-registration, under the Takeover Code the Company will continue to be subject to its terms for a period of 10 years following the Cancellation (subject to the Re- registration occurring).

Under Rule 9 of the Takeover Code, when any person or group of persons acting in concert, individually or collectively, are interested in shares which in aggregate carry not less than 30 per cent. of the voting rights of a company but do not hold shares carrying more than 50 per cent. of the voting rights of a company and such person or any person acting in concert with him acquires an interest in any other shares, which increases the percentage of the shares carrying voting rights in which he is interested, then that person or group of persons is normally required by the Panel to make a general offer in cash to all shareholders of that company at the highest price paid by them for any interest in shares in that company during the previous 12 months. Rule 9 of the Takeover Code further provides that where any person, together with persons acting in concert with him, holds over 50 per cent. of the voting rights of a company to which the Takeover Code applies and acquires additional shares which carry voting rights, then that person will not generally be required to make a general offer to the other shareholders to acquire the balance of the shares not held by that person or his concert parties. As part of his funding, Roberto Sella has received a dispensation (whitewash) from Rule 9.

Following the expiry of the 10 year period from the date of the Cancellation (subject to the Re- registration occurring), or such other date on which the Takeover Code ceases to apply to the Company, the Company will no longer be subject to the provisions of the Takeover Code. A summary of the protections afforded to Shareholders by the Takeover Code which will be lost is set out in Part III of this document.

8. Process for Cancellation

Under the AIM Rules, it is a requirement that the Cancellation must be approved by not less than 75 per cent. of votes cast by Shareholders at the General Meeting. Accordingly, the Notice of General Meeting set out in Part IV of this Document contains a special resolution to approve the Cancellation.

Furthermore, Rule 41 of the AIM Rules requires any AIM company that wishes the London Stock Exchange to cancel the admission of its shares to trading on AIM to notify shareholders and to separately inform the London Stock Exchange of its preferred cancellation date at least 20 Business Days prior to such date. In accordance with AIM Rule 41, the Directors have notified the London Stock Exchange of the Company's intention, subject to the Cancellation Resolution being passed at the General Meeting, to cancel the Company's admission of the Ordinary Shares to trading on AIM on

6 February 2020. Accordingly, if the Cancellation Resolution is passed the Cancellation will become effective at 7.00 a.m. on 7 February 2020. If the Cancellation becomes effective, Arden Partners will cease to be nominated adviser of the Company and the Company will no longer be required to comply with the AIM Rules.

9. General Meeting

9.1 General Meeting Details

The General Meeting will be held at the offices of cloudBuy plc, 5 Jupiter House, Calleva Park, Aldermaston RG7 8NN commencing at 11.00am on 27 January 2020. Each Resolution other than resolutions 3 and 4 will be proposed as a special resolution. Resolution 1 with respect to the cancellation is not conditional on any of the other Resolutions although the other Resolutions are conditional on the Cancellation, set out in Resolution 1 being passed, the adoption of the New Articles pursuant to Resolution 2 is also effectively conditional on the Re-registration, Resolution 3 is also conditional on the Re-registration and adoption of the New Articles and Resolution 5 is also conditional on the passing of Resolution 4.

9.2 Voting Commitments

The Directors and Roberto Sella together representing 27.5% of the issues share capital, have given an irrevocable commitment that they will vote in favour of the motions at the General Meeting.

10. Action to be taken

You will find enclosed with this Document a Form of Proxy for use at the General Meeting. Whether or not you propose to attend the General Meeting in person, you are requested to complete and return the Form of Proxy to the Company Secretary, CloudBuy PLC 5 Jupiter House, Calleva Park, Calleva Park, Aldermaston RG7 8NN, in accordance with the instructions printed thereon as soon as possible but, in any event, to be received no later than 11 a.m. on 23 January 2020. Completion and return of a Form of Proxy will not preclude you from attending and voting at the General Meeting in person if you so wish.

11. Recommendation

The Directors consider that the Cancellation, Re-registration and adoption of the New Articles are in the best interests of the Company and its Shareholders as a whole and therefore unanimously recommend that you vote in favour of the Resolutions at the General Meeting.

Yours faithfully,

The Board

DEFINITIONS

The following definitions apply throughout this Document, unless the context requires otherwise: "AIM"

the market operated by the London Stock Exchange;

"AIM Rules" the rules and guidance for companies whose shares are admitted to trading on AIM entitled "AIM Rules for Companies" published by the London Stock Exchange, as amended from time to time;

"Business Day" a day (excluding Saturday, Sunday and public holidays in England and Wales) on which banks are generally open for business in London for the transaction of normal banking business;

"Cancellation" the cancellation of admission of the Ordinary Shares to trading on AIM in accordance with Rule 41 of the AIM Rules, subject to passing of the Cancellation Resolution;

   "Cancellation Resolution"       Resolution 1 to be proposed at the General Meeting; 
   "Company" or "cloudBuy"      cloudBuy PLC, a company incorporated in England and 

Wales with registered number 03732253;

"CREST" the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in those regulations);

"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI2001/3755), as amended;

"Current Articles" the articles of association of the Company at the date of this

Document;

"Directors" or "Board" the directors of the Company, whose names are set out in Part 1 of this Document and otherwise the directors from time to time. The Board comprises the directors at any time or the directors present at a duly convened meeting at which a quorum is present or, as the case

may be, the directors assembled as a committee of such Board;

"Disclosure Guidance and

Transparency Rules"

the disclosure rules and transparency rules made by the UK Financial

Conduct Authority pursuant to section 73A of FSMA;

Document this document, containing information about the Cancellation, the Re- registration, the adoption of the New Articles, and the General Meeting;

"Form of Proxy" the form of proxy enclosed with this Document for use at the General

Meeting or at any adjournment thereof;

   "FSMA"                                   the Financial Services and Markets Act 2000 as amended; 
   "General Meeting"                  the General Meeting of the Company convened for 11 a.m. on 27 

January 2020 and any adjournment thereof, notice of which is set out at

Part IV of this Document;

   "Arden Partners"                    Arden Partners PLC; 
   "London Stock Exchange"      London Stock Exchange plc; 

"New Articles" the new articles of association of the Company to be adopted pursuant to Resolution 2 with such principal changes as summarised at Part II of this Document, a copy of which can be viewed at:

https://investor.cloudbuy.com/aim-rule-26.html ;

"Notice of General

Meeting" or "Notice"

the notice of General Meeting which is set out in Part IV of this

Document;

   "Ordinary Shares"                  the ordinary shares in the capital of the Company of 1p each and 

"Ordinary Share" means any one of them; "Panel" the Panel on Takeovers and Mergers;

"Registrars" Computershare Investor Services plc, The Pavilions, Bridgewater Road,

Bristol BS99 6ZY;

"Regulatory Information

Service"

has the meaning given to it in the AIM Rules for any of the services approved by the London Stock Exchange for the distribution of AIM announcements and included within the list maintained on the website

of the London Stock Exchange;

"Re-registration" the proposed re-registration of the Company as a private limited company;

"Resolutions" the resolutions to be proposed at the General Meeting in the form set out in the Notice of General Meeting

   "Shareholders"                       holders of Ordinary Shares from time to time and "Shareholder" 

means any one of them; and

"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland. A reference to "GBP" is to pounds sterling, being the lawful currency of the UK.

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.

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January 09, 2020 04:12 ET (09:12 GMT)