LSE Regulatory News MORE NEWS

NOTIFICATION OF MAJOR INTEREST IN SHARES
Jun 22, 2017
cloudBuy plc, the global provider of cloud-based e-commerce marketplaces and B2B buyer and supplier solutions, today provides an notifications of major interests in shares
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£1,475,700 Funding
May 25, 2017
the final £1,475,700 of the total £5,750,000 funds available has been drawn down under the interest bearing loan
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NOTIFICATION OF MAJOR INTEREST IN SHARES
May 23, 2017
cloudBuy plc, the global provider of cloud-based e-commerce marketplaces and B2B buyer and supplier solutions, today provides an notifications of major interests in shares
read more
NOTIFICATION OF MAJOR INTEREST IN SHARES
May 23, 2017
cloudBuy plc, the global provider of cloud-based e-commerce marketplaces and B2B buyer and supplier solutions, today provides an notifications of major interests in shares
read more
Directorate Change
May 15, 2017
cloudBuy, the global provider of cloud-based eCommerce marketplaces and B2B buyer and supplier solutions, announces that Jonny Holden, Chief Operating Officer, will leave by mutual consent...
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Financing to raise £5,750,000

Mar 24, 2016

Cloudbuy PLC
24 March 2016
 

cloudBuy plc

Financing to raise £5,750,000
Issue of new Ordinary Shares to raise £133,000
Bridging finance from directors

Rule 9 waiver

Trading update

Grant of share options and
Board changes


 

 

cloudBuy plc (AIM: CBUY) ("cloudBuy", the "Company" and, together with its subsidiary undertakings, the "Group"), the global provider of cloud-based e-commerce marketplaces and business to business buyer and supplier solutions, is pleased to announce that Mr. Roberto Sella, an existing shareholder of the Company, has conditionally agreed to subscribe for a minimum principal amount of £3,274,300 up to a maximum principal amount of £5,750,000 (the "Financing") of new, secured 10-year convertible and non-convertible loan notes (together, the "Loan Notes").

 

In addition, the Company has issued 2,046,154 new ordinary shares of one penny each ("Ordinary Shares"), (the "Subscription Shares") to certain directors and an employee of the Company and his spouse, to raise gross proceeds of £133,000 (the "Subscription").

 

Concurrently with the Subscription, owing to an unexpected delay in finalising a subscription from a potential strategic partner based in the Kingdom of Saudi Arabia, certain directors have agreed to provide bridging facilities of up to £200,000 to the Company to cover short term working capital requirements (the "Bridging Facilities").

 

The Company is also pleased to announce the appointment of Mr. Michael (Mike) Pasternak to the Company's board of directors (the "Board") as a non-executive director with immediate effect as well as the grant of share options as part of its employee and management incentive programme.

 

The proceeds of the Financing, the Subscription and the Bridging Facilities will be used to fund the general working capital requirements of the Group.

 

The Financing gives rise to certain considerations under the City Code on Takeovers and Mergers (the "City Code"), and as such requires approval from the Panel on Takeovers and Mergers as well as approval by the Company's independent shareholders at a General Meeting to waive the requirements of Rule 9 of the City Code (the “Rule 9 Whitewash”), which would otherwise arise in accordance with Rule 9 of the City Code as a result of the proposals in respect of the Financing being implemented.

 

Further details of the Loan Notes, the Financing, the Subscription and the Bridging Facilities are set out below.

 

Ronald Duncan, Executive Chairman of cloudBuy, commented:

 

“The financing raised will enable the Company to continue with the existing contracts and their progress to revenue along with a number of new leads that we have and the growth of our ongoing relationship with Visa.  On behalf of the Board I would like to thank Roberto Sella for his continued support.”

 

For further information, please contact:

cloudBuy plc

David Gibbon, CFO

Tel: 0118 963 7000

Arden Partners plc - NOMAD and broker

James Felix / Patrick Caulfield

Tel: 020 7614 5900

 

Alma PR

Josh Royston / Hilary Buchanan

Tel: 07780 901979

 

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 e-marketplaces 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 start-ups 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.  Twitter: @cloudbuyplc

Details of the Financing

 

The Loan Notes will comprise up to 4,172,562 £1.00 secured 10-year convertible loan notes (the “Convertible Loan Notes”) and 1,577,438 £1.00 secured 10-year non-convertible loan notes in the aggregate principal amount of £5,750,000.  The Loan Notes when issued and outstanding shall rank pari passu, equally and rateably, without discrimination or preference among themselves and as secured obligations of the Company.  The Loan Notes will be freely transferable by Mr. Roberto Sella as the holder of the Loan Notes subject always to him transferring all (and not some only) of the Loan Notes.  Until the Loan Notes are repaid by the Company or, in the case of the Convertible Loan Notes, repaid by the Company or converted into Ordinary Shares, interest shall accrue and be paid on the principal amount of the Loan Notes outstanding (and, in respect of the Convertible Loan Notes, so far as not converted into Ordinary Shares) at a rate of 2.33% per annum and shall become due and payable by the Company to Mr. Roberto Sella as the holder of the Loan Notes on each 6-month anniversary of the date of issue of the Loan Notes. If the Company fails to pay redemption monies or interest when due on the Loan Notes, interest shall continue to accrue on the unpaid amount at a rate of 2.33% per annum.  On any date on which interest on the Loan Notes is payable, the Company may at its own option issue to Mr. Roberto Sella as the holder of the Loan Notes that number of additional payment in kind Loan Notes (in satisfaction of the Company’s obligation to pay interest on any such date) of £1.00 nominal amount that equals every £1.00 of interest due to Mr. Roberto Sella as the holder of the Loan Notes.  The Company's obligations in respect of the Loan Notes shall be secured by a debenture over the Company’s assets in favour of Mr. Roberto Sella.

 

If Mr. Roberto Sella as the holder of the Loan Notes so determines, all the Loan Notes then in issue (and, in the case of the Convertible Loan Notes, so far as not converted into Ordinary Shares) prior to the Final Redemption Date (as defined in the Instrument) shall be redeemed at the principal amount together with interest on the Loan Notes outstanding at the rate of 2.33% per annum on following relevant dates:

 

(a)             the 5th anniversary of the Instrument (as defined below); or

 

(b)             a date not less than 20 business days following a material breach by the Company of any of the terms and/or conditions of the Instrument; or

 

(c)             a date not less than 20 business days following the occurrence of certain events of default; or

 

(d)             a date not less than 20 business days following a change of control of the Company.

 

If not otherwise redeemed or, in the case of the Convertible Loan Notes redeemed or converted, the Loan Notes shall be redeemed on the Final Redemption Date (as defined in the Instrument) when the Company shall repay to Mr. Roberto Sella as the holder of the Loan Notes the principal amount of the Loan Notes so redeemed, together with interest on such Loan Notes outstanding at the rate of 2.33% per annum.

 

Mr. Roberto Sella as the holder of the Loan Notes may at any time serve a written notice on the Company to convert all or part of the Convertible Loan Notes outstanding into fully paid Ordinary Shares at the following conversion price:

 

(a)            a price per Ordinary Share of £0.065, which price shall apply at any time on or before the Final Redemption Date (as defined in the Instrument); or

 

(b)            a price per Ordinary Share of £0.01, which price shall apply at any time after the Final Redemption Date (as defined in the Instrument) if the principal amount of and accrued interest on any outstanding Convertible Loan Notes have not been repaid on or before the Final Redemption Date (as defined in the Instrument) unless the Company’s failure to pay is caused by administrative or technical error and payment is made within two business days of its due date.

 

The principal terms of the Financing are set out below:

 

Instrument

(the "Instrument")

Interest bearing loan note instrument constituting 4,172,562 £1.00 secured convertible loan notes and 1,577,438 £1.00 secured non-convertible loan notes

Amount

Up to £5,750,000

Term

10-year term with an early repayment option on 5th anniversary of the Instrument

Drawdown

Minimum of £3,274,300 in first draw down then in increments of a minimum of £1,000,000 in size

Interest

2.33% pa

Borrower Covenants

The Company cannot issue any instrument that is pari passu or senior to the Instrument and/or the Loan Notes without the consent of the holder of the Loan Notes

Conversion price

6.5 pence (conversion at any time in full or in part at the election of the holder of the Loan Notes) or 1 penny (in the event that the outstanding amount of the Convertible Loan Notes (including principal and interest) has not been repaid or converted by the Final Redemption Date)

Security

The Loan Notes will be secured, by way of a secondary charge over the Company’s assets, with the charge ranking behind the Company's clearing bank facility provider from time to time where the priority charge over the Company’s assets will be limited to £300,000 in value

Future Investment

Mr. Roberto Sella to have the right, but not the obligation, to participate in future equity fundraising by the Company at 80% of the price of other investors up to the end of the Term

 

Under the City Code persons acting in concert comprise persons who, pursuant to an agreement or understanding (whether formal or informal), co-operate to obtain or consolidate control of a company or to frustrate the successful outcome of an offer for a company.  Due to the relationship between Mr. Roberto Sella, who is solely participating in the Financing, and Mr. Michael Pasternak, who is an existing shareholder and an appointed non-executive director of the Company, Mr. Roberto Sella and Mr. Michael Pasternak are deemed to be acting in concert (the “Concert Party”).

 

The Financing gives rise to certain considerations under the City Code, and as such requires approval from the Panel on Takeovers and Mergers as well as approval by the Company's independent shareholders at a General Meeting in respect of the Rule 9 Whitewash, which would otherwise require the Concert Party to make a general offer for the shares of the Company in accordance with Rule 9 of the City Code as a result of the proposals in respect of the Financing being implemented.

 

The Financing is also conditional, inter alia, upon the Company obtaining approval from its shareholders at a General Meeting to grant the Board authority to allot Ordinary Shares arising on conversion of the Convertible Loan Notes, to disapply statutory pre-emption rights which would otherwise apply to the allotment of the new Ordinary Shares arising from the conversion of the Convertible Loan Notes and to approve the Rule 9 Whitewash.

 

A circular setting out further details of the Financing and the Rule 9 Whitewash and containing a notice of General Meeting, will be published in due course.  A further announcement will be made at the appropriate time.

Background to and reasons for the Financing

On 6 September 2013, the Company announced an exclusive partnership in Asia Pacific with Visa Worldwide PTE Limited ("Visa") and successfully raised £5,300,000 to facilitate the transformation of the business into a global proposition, thereby facilitating the move away from its legacy UK focused purchasing portal offering.  Following a promising first year with Visa, this agreement was extended to five years, as announced on 15 September 2014, and the Company raised a further £4,300,000 to continue to fund such a strategy.

 

Over the last 18 months, with the Visa relationship providing the Company with a strong reference point for new customer leads, the Company entered into agreements to build marketplaces in Asia and other parts of the world.  Such customers have included the Association of Small and Medium Enterprises in Singapore (“ASME”), the Confederation of Indian Industry in India (“CII”), which was signed in November last year, and in the UK, Care Marketplaces for NHS SBS and Salvere.  However, as outlined in the Company's interim results for the six months ended 30 June 2015 (the "Interim Results"), revenue from these agreements has been slower than anticipated and no transaction revenue was generated from these projects in 2015.

 

Having had success in winning initial marketplace contracts in the countries described above, and taking some of the marketplaces live, the Board has identified a necessary shift, based on these reference sites, in how the Company should target new customers going forward.

 

As such, the focus for new customer leads outside of the UK has had to evolve from targeting not for profit organisations and their member businesses, e.g. ASME and CII, whereby cloudBuy would seek to generate revenue purely on a revenue share model of transacted volume through each marketplace, owing to these organisations having no capital budgets for a marketplace, to commercial organisations, including a number of major Visa associated banks.  The Board believes that these organisations are expected to have the necessary budget, and therefore will be able to set up their own marketplaces as well as act as sales partners for  cloudBuy products.  On this basis, the Board expects the Company to generate revenue in two ways, being on a cost plus basis, i.e. a fee for the implementation, followed by an annual SaaS fee, as well as a share of revenues in most cases, from total transacted volume.  The Board believes that this change will shorten the break-even point for the Company's marketplaces and the Company is now bidding for a number of marketplaces on this basis.

 

New customer leads aside, the Board believes that revenues from the majority of the existing marketplaces, together with the purchasing portals for Ohio Schools Council in the USA and York Region District School Board in Canada, should start to be generated this financial year.  These agreements, with one exception, are based on a revenue model where cloudBuy receives revenue from a share of the transacted volume, has the ability to sell e-commerce websites to participants and, in some cases, charge a fee to suppliers to participate in the marketplace.

 

Taking existing and future opportunities into account, coupled with the negative effect that the continued delays in revenues have had on the Company's working capital, to ensure that the Company is in a position to benefit from such opportunities, the Board has sought long term funding to maintain the necessary levels of investment, whilst being mindful of the recent poor share price performance.

 

A number of alternative financing opportunities were assessed by the Board but, having acknowledged that certainty of funding was of paramount importance, the proposed investment by Mr. Roberto Sella was significantly more certain, as well as being for a larger amount and at a comparatively reduced level of dilution for existing shareholders.

Trading update

During the second half of 2015, the Company continued to maintain investment in its sales and distribution infrastructure outside of the UK to take advantage of the market opportunities already in place, as well as those under tender in the countries where cloudBuy is already established.  However, due to revenue from new projects coming in below the Board's expectations, and the trends in financial performance as highlighted in the Company's Interim Results to 30 June 2015 continuing through to 31 December 2015 for reasons already mentioned, the Board expects revenues for the full year 2015 to be behind those generated in 2014.  As a consequence, slower than anticipated revenue growth has also resulted in the Company’s cash resources being diminished, hence the Financing being sought.  Consequently, the Board has had to implement a cost reduction programme in the UK, which has resulted in a number of employees leaving the business since 30 June 2015.  These headcount reductions, all of which were in the UK, and other cost reduction measures have resulted in annualised savings of £800,000.

 

The current financial year has seen revenues from previously announced transactions and a number of anticipated contracts continuing to be delayed.  As such, efforts to reduce certain variable costs have been implemented to mitigate these delays, without having a negative impact on the current opportunities. 

 

Nevertheless, the Board can report good progress made so far in 2016, featuring the following:

 

  • NHS SBS system going into pilot
  • York Region District School Board in Canada purchasing portal approaching pilot
  • Selected for a SpendInsight project in Australia
  • Progress in the Kingdom of Saudi Arabia on a number of prospects with work started for the establishment of a legal entity with potential shareholdings from well-known local partners
  • Reached final stages of selection with 2 separate prospects for purchasing portals where we believe we have a strong prospect of revenue in  2016

 

Unaudited cash at bank at 28 February 2016 was £262,562.

 

The Board expects full year results to be announced at the end of May 2016.

Issue of Subscription Shares

Two directors of the Company, being Mr. Patrick Broughton and Mr. David Gibbon, have subscribed for 1,538,462 and 307,692 new Ordinary Shares, respectively, alongside a subscription by an employee of the Company and his spouse for 100,000 new Ordinary Shares each, in each case at a subscription price of 6.5 pence per share, raising in aggregate £133,000.

 

The holdings of Mr. Patrick Broughton and Mr. David Gibbon before and after the Subscription are as follows:

 

 

Immediately prior to issue of the Subscription Shares

Following issue of the Subscription Shares

 

Number of Ordinary Shares

% of existing share capital

Number of Ordinary Shares

% of enlarged share capital

David Gibbon

80,000

0.06%

387,692

0.30%

Patrick Broughton

1,070,909

0.83%

2,609,371

2.00%

           

 

 

Application will be made to the London Stock Exchange for the Subscription Shares to be admitted to trading on the AIM market, with admission expected to occur on or around 1 April 2016.

 

Provision of the Bridging Facilities

 

Following an unexpected delay in a proposed subscription for shares from a potential strategic partner based in the Kingdom of Saudi Arabia (the "Strategic Partner"), the Company has agreed bridging facilities of up to £200,000 with certain directors in order to cover the Company's short term cash requirements.  The key details of this facility are as follows:

 

Parties:

 

Lenders:             Mr. Patrick Broughton  ("Party 1")

                        Mr. Ronald and Mrs. Lyn Duncan ("Party 2")

 

Borrower:           The Company

 

Terms:

 

Bridging Facility

(the “Facility”)

Interest bearing short term credit facility

Amount

Total facility £200,000, split £100,000 Party 1, £100,000 Party 2 both to rank equal in all respects

Term

From : 24 March 2016

To:  the earliest of: (i) the receipt of an amount of investment of £200,000, from the Strategic Partner; (ii) an alternative financing source of £200,000; or (iii) the receipt of financing from Mr. Roberto Sella as outlined above

Drawdown

At the Company’s discretion during the term. To be drawn down in equal amounts from Party 1 and Party 2 unless mutually agreed between the parties

Interest

15% pa

Borrower Covenants

The Company cannot issue any facility that is pari passu or senior to the Facility without the consent of the lenders

Security

The Facility will be secured, at any time during the term at the lenders discretion, by way of a secondary charge over the Company’s assets, with the charge ranking behind the Company's clearing bank facility provider from time to time where the priority charge over the Company assets will be limited to £300,000 in value

The Company expects to refinance the Bridging Facilities from the net proceeds of funds from the Strategic Partner, and an announcement will follow in due course.

Board changes

It is with great pleasure that we can announce the appointment of Mr. Michael Pasternak (51) to the Board as a non-executive director with immediate effect.  Mr. Michael Pasternak was an early investor in cloudBuy and has a background in investment banking including senior positions at Saudi International Bank in London and Goldman Sachs in New York.  Mr. Michael Pasternak is a resident of the USA and his experience will assist in cloudBuy’s expansion in Saudi Arabia and the USA. He has also been influential in securing funding for the Company.

 

Mr. Michael Pasternak currently holds 2,150,000 Ordinary Shares in the company representing 1.67% of the issued share capital, his directorships in the past 5 years are as follows:

 

Current directorships and partnerships:

 

SAFE Holdings Co, LLC.

 

WATT Fuel Cell Corp.

 

Pastagrini LLC

 

Past directorships and partnerships held over last 5 years:

 

BlueGreen Farms USA Inc.

 

Following Mr. Michael Pasternak’s appointment, Mr. David Holloway has resigned with immediate effect as a director after seven years of service and the Board would like to thank him for his contribution to the business.

Share options

Since the publication of the Interim Results and significant fall in the Company's share price over the last 6 months, the Remuneration Committee has been considering the need for appropriate share incentives at director and employee level.  In particular, consideration has been given to the options issued in 2013, 2014 and 2015 when the Company’s short term prospects appeared better and the options then issued, had exercise prices based on a much higher share price.  

 

As a result the options issued in 2013, 2014 and 2015 (totalling 9,394,954 options) will be cancelled and reissued at an exercise price of 10p, a premium of 57% above the closing share price on 23 March 2016.  Furthermore, an additional 2,000,000 new options at an exercise price of 10p will be issued to executive directors, as indicated below.  2,846,941 existing options remain unchanged, which gives a total of 14,241,895 incentive options in issue representing 7.3% of the fully diluted share capital assuming the Company subscribes for the total of £4,172,562 Convertible Loan Notes, and such Convertible Loan Notes are converted into Ordinary Shares.

 

The directors will have the following interests under the Company's share options scheme:

 

 

Existing options unchanged

Existing options cancelled and reissued

New options

Total

Exercise Price

           

Ronald Duncan

300,000

   

300,000

£0.0175

 

332,867

   

332,867

£0.1163

   

851,042

 

851,042

£0.10

     

900,000

900,000

£0.10

Total

632,867

851,042

900,000

2,383,909

 
           
           

Lyn Duncan

187,500

   

187,500

£0.0175

 

332,867

   

332,867

£0.1163

   

859,245

 

859,245

£0.10

     

500,000

500,000

£0.10

Total

520,367

859,245

500,000

1,879,612

 
           

Jonathan Holden

 

1,500,000

 

1,500,000

£0.10

     

300,000

300,000

£0.10

Total

0

1,500,000

300,000

1,800,000

 
           

David Gibbon

 

1,041,667

 

1,041,667

£0.10

     

300,000

300,000

£0.10

Total

0

1,041,667

300,000

1,341,667

 
           

Patrick Broughton

 

300,000

 

300,000

£0.10

 

Related Party Transactions

Owing to Roberto Sella holding 11.45% of the issued share capital of the Company, together with the fact that he is deemed to be acting in concert with Mr. Michael Pasternak, the Financing will constitute a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies (“AIM Rules”).  The directors, consider, having consulted with Arden Partners plc (“Arden”), the Nominated Adviser and broker to the Company, that the terms of the Financing are fair and reasonable insofar as its shareholders are concerned.  In providing advice to the directors, Arden has taken into account the commercial assessments of the directors.

In addition, the subscription by Mr. Patrick Broughton and Mr. David Gibbon also constitutes a related party transaction under Rule 13 of the AIM Rules.  The independent directors, being the Board other than Mr. Patrick Broughton and Mr. David Gibbon, consider, having consulted with Arden, that the terms of these subscriptions are fair and reasonable insofar as its shareholders are concerned.  In providing advice to the independent directors, Arden has taken into account the commercial assessments of the independent directors.

Finally, the Bridging Facilities, by virtue of Mr. Ronald Duncan, Mrs. Lyn Duncan and Mr. Patrick Broughton being directors of the Company, constitute a related party transaction under Rule 13 of the AIM Rules. The independent directors, being the Board other than Mr. Ronald Duncan, Mrs. Lyn Duncan and Mr. Patrick Broughton, consider, having consulted with Arden, that the terms of the Bridging Facilities are fair and reasonable insofar as its shareholders are concerned.  In providing advice to the independent directors, Arden has taken into account the commercial assessments of the independent directors.

Total Voting Rights

The Subscription Shares will rank pari passu with the existing Ordinary Shares and the rights attaching to the Subscription Shares, including as to voting, are the same as those of the existing Ordinary Shares.  Following the issue of the Subscription Shares, the total issued ordinary share capital of the Company consists of 130,432,664 Ordinary Shares each with voting rights.  The Company does not hold any Ordinary Shares in treasury.  Therefore, the total number of voting rights in the Company following Admission will be 130,432,664 and this figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

 

IMPORTANT NOTICE

This announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire any of the Ordinary Shares.  In particular, this announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States.

This announcement has been issued by, and is the sole responsibility of, the Company.  No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company or Arden Partners plc.  Subject to the AIM Rules for Companies, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this announcement or that the information contained in it is correct at any subsequent date.

Arden Partners plc, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and no one else in connection with the Financing and the Subscription and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Financing and the Subscription and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Financing and the Subscription or any matters referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Arden Partners plc by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Arden Partners plc does not accept any responsibility whatsoever for the contents of this announcement, and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the Financing and the Subscription, and nothing in this announcement is or shall be relied upon as, a promise or representation in this respect whether as to the past or future.  Arden Partners plc accordingly disclaims to the fullest extent permitted by law all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.

No statement in this announcement is intended to be a profit forecast or estimate and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements".  These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology.  These forward-looking statements include matters that are not historical facts.  They appear in a number of places throughout this announcement and include statements regarding the directors' current intentions, beliefs or expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the Company's markets.  By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances.  Actual results and developments could differ materially from those expressed or implied by the forward-looking statements.  Forward-looking statements may and often do differ materially from actual results.  Any forward-looking statements in this announcement are based on certain factors and assumptions, including the directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity.  Whilst the directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect.  Save as required by law or by the AIM Rules for Companies, the Company undertakes no obligation to release publicly the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in the directors' expectations or to reflect events or circumstances after the date of this announcement.