LSE Regulatory News MORE NEWS

Proposed issue of up to £3.4m convertible secured loan notes
Dec 08, 2017
cloudBuy plc (“cloudBuy” or “Company”) is pleased to announce that Mr Roberto Sella, who has already provided significant financial support to the Company, has agreed to subscribe for up to a further £3,400,000 nominal value loan notes similar to those issued by the Company in April 2016 (the “Financing”)
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Mr Mark Dixon purchase further 500,000 to 6.1%
Oct 31, 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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Mr Mark Dixon receipt of 7,500,000 shares from Mrs Dixon
Oct 31, 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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Mrs Dixon transfer of 7,500,000 shares to Mark Dixon
Oct 31, 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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Third Interest Payment
Oct 30, 2017
cloudBuy, the global provider of cloud-based eCommerce marketplaces and B2B buyer and supplier solutions, announces that pursuant to the Financing announced on 24 March 2016 (as defined therein), the third interest payment to be made to Roberto Sella has fallen due
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Interim Results for the six months ended 30 June 2016

Aug 12, 2016

 

cloudBuy plc (AIM: CBUY), the global provider of cloud-based ecommerce marketplaces and B2B buyer and supplier solutions, today announces its unaudited interim results for the six months ended 30 June 2016.

Key Points

Operational

  • Signed and launched 3 way memorandum of understanding with Visa and Efinance for Egypt
  • PHB Choices now live for all 209 CCGs to use
  • Won and delivering SpendInsight project for New South Wales Health Share
  • Continuing cost reduction initiatives, Administrative expenses are down £1.0m (28%) on H1 2015

Financial

  • Turnover decreased by 11% from H1 2015 to £0.785m
  • Turnover decreased by 9% from H2 2015
  • Operating loss excluding share based payments decreased £0.947m (32%) to £1.999m (2015 £2.946m) as a result of cost saving initiatives
  • Cash and cash equivalents as at 30 June 2016 were £1.947m (30 June 2015: £1.917m)
  • Financing to raise up to £5.75m completed with existing shareholder Roberto Sella
  • Loss per Share reduced 1.9p (2.6p 2015)

Ronald Duncan, Executive Chairman of cloudBuy, commented, “During the first half of the year we continued to re-focus the business around our key accounts and near term opportunities in ecommerce and further restructure the cost base accordingly.

We have continued to make good progress in those accounts whilst also developing further opportunities, particularly in the Middle East and Asia Pacific. Our focus remains on closing prospects for ecommerce traditional licence revenue, whilst continuing to pursue the larger ecommerce opportunities for transactional revenue and whole country solutions that we have been developing.”

For further information, please contact:

cloudBuy plc

David Gibbon, CFO

 

Tel: 0118 963 7000

 

 

Arden Partners plc – NOMAD and broker

Tel: 020 7614 5900

James Felix / Patrick Caulfield

 

 

 

Alma PR

 

Josh Royston / Hilary Buchanan

Tel: 020 8004 4218

 

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 ecommerce 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 

Twitter: @cloudbuyplc

 

CHAIRMAN'S STATEMENT

Operational

We continue to focus on a small number of key accounts in order to drive revenues.  Amongst these are PHB Choices and CII marketplace, both of which are in the on boarding phase for suppliers.

With PHB Choices we have had good uptake with CCG’s to date, and are now working with them to ensure that their suppliers are live in order to bring on the personal budget holders.  Whilst there is no mandate for the CCG’s to use PHB Choices, it has been welcomed by the CCG’s as it provides a scalable, transparent and auditable solution to the challenges posed by the roll out of PHB’s. We have agreed to waive the fixed fees for the initial CCG’s in order to encourage rapid ­­­­­adoption.

The CII marketplace is live and suppliers are gradually coming on board.

To date, there are over 400 suppliers registered with over 7,000 products able to be purchased. Once a critical mass of suppliers and products is achieved, CII and cloudBuy will increase marketing efforts to attract buyers to the marketplace.

We are pleased to have won new licenced based contracts with HealthShare NSW in April 2016 and, post period end, University of Exeter in July 2016.

The purchasing portal for the York Region District School Board in Canada is nearing pilot. This has progressed in line with management's expectations during the 6 month project to implement finance integration and develop new functionality for the wider Ontario schools market.  This will be beneficial as we target other schools’ boards in North America. To date, 22 boards have expressed an interest in our solution, out of a total addressable market of 72.  Our experience with York Region will enable us to roll out future projects in a quicker time frame.  A small amount of revenue was recognised in the first half with higher revenue expected to be recognised in the second half of 2016.

More generally we have an active pipeline of eProcurement prospects across the UK, USA, Canada, Australia, India and the Middle East.  This is our traditional business and these are licence revenue opportunities, as opposed to transactional revenue from the new marketplaces.

In Egypt we have progressed rapidly from an introduction by Visa in February to signing a 3 way memorandum of understanding between cloudBuy, Visa and Efinance. The whole country initiative for all cloudBuy technologies was launched by UK Trade Envoy, Sir Jeffrey Donaldson MP and Yasser ElKady, Egyptian Minister of Communications and Information Technology on 26th July. The initiative is supported by the Federation of Egyptian Chambers of Commerce and the Union of African Chambers of Commerce.

The cost control initiatives are continuing, as part of these, we are restructuring the Coding International Limited subsidiary which has resulted in the redundancy of 4 of the 7 employees. Revenue from this business is down by nearly 50% in H1.

Funding

We are delighted to have agreed the financing package with Roberto Sella and associates totalling £5.75m which was approved in a shareholders meeting on 26 April 2016. To date, £3.274m has been utilised.

Financial Results

Turnover decreased by 11% from H1 2015 to £0.785m, turnover decreased by 9% from H2 2015.

Administrative expenses, excluding share based payments, decreased to £2.643m (2015: £3.658m).

After a charge for share based payments of £0.348m (2015 £0.217m), the operating loss decreased to £2.347m (2015 £3.163m).

Cash and cash equivalents as at 30 June 2016 were £1.947m (30 June 2015: £1.917m) reflecting the losses incurred, offset by the Roberto Sella financing

Net assets as at 30 June 2016 were £(0.497m) compared to £2.025m at 30 June 2015.  

Outlook

The Company’s realignment of its cost base will continue throughout the remainder of the year.

Revenue from projects already won should result in an increase in revenue in the second half of the year compared to the first and deliver a full year performance in line with last year, as well as providing contribution in the coming years.

Going forward, we believe that the current contracted mix of licenced business together with larger transaction based revenue projects will enable us to grow revenues in the medium term, whilst also developing further opportunities.

Contribution from new wins in the year should result in some increase in revenue in H2 over H1.

Ronald Duncan
Executive Chairman
12 August 2016

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)

 

 

 

 

Notes

6 months to

30 June

2016

£’000

6 months to

30 June

2015

£’000

Year ended

31 Dec

2015

£’000

 

 

 

 

 

Revenue

2

785

887

1,748

Cost of sales

 

(141)

(175)

(349)

 

 

 

 

 

Gross profit

 

644

712

1,399

Administrative expenses

 

(2,643)

(3,658)

(6,882)

Share based payments

 

(348)

(217)

(591)

 

 

 

 

 

Operating loss

 

(2,347)

(3,163)

(6,074)

Finance income

Finance Cost

 

-

(53)

-

-

12

(2)

 

 

 

 

 

 

Loss on ordinary activities before taxation

 

(2,400)

(3,163)

(6,064)

Income tax expense

 

-

-

91

 

 

 

 

 

Loss for the year attributable to equity shareholders of the parent

 

 

(2,400)

 

(3,163)

 

(5,973)

 

 

 

 

 

Other comprehensive income – item which will or may be reclassified to profit and loss

 

 

 

 

Exchange gain arising on translation of foreign operations

 

11

60

17

 

 

 

 

 

Total comprehensive income

 

(2,389)

(3,103)

(5,956)

 

 

 

 

 

 

 

 

 

 

Loss per share – basic and diluted

3

(1.9)p

(2.6)p 

(4.8)p 

 

Revenue and operating loss all derive from continuing operations.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (UNAUDITED)

 

 

30 June

2016

£’000

30 June

2015

£’000

31 Dec

2015

£’000

 

 

 

 

 

Assets

 

 

 

 

Non-current assets

 

 

 

 

Other intangible assets

 

27

5

4

Property, plant and equipment

 

172

200

195

 

 

 

 

 

 

 

199

205

199

 

 

 

 

 

Current assets

 

 

 

 

Trade and other receivables

 

287

567

432

Taxes recoverable

 

50

60

50

Cash and cash equivalents

 

1,947

1,917

754

 

 

 

 

 

 

 

2,284

2,544

1,236

 

 

 

 

 

 

 

 

 

 

Total assets

 

2,483

2,749

1,435

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

Current liabilities

 

 

 

 

Trade and other payables

 

(846)

(724)

(889)

 

 

 

 

 

 

 

(846)

(724)

(889)

 

 

 

 

 

Non-current liabilities

 

 

 

 

Financial liabilities - borrowings

 

(2,134)

-

-

 

 

 

 

 

 

 

(2,134)

-

-

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

(2,980)

(724)

(889)

 

 

 

 

 

 

 

 

 

 

Net Assets/(liabilities)

 

(497)

2,025

546

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

Called up share capital

 

1,304

1,234

1284

Share premium

 

5,534

4,472

5422

Other reserve

 

1,496

630

630

Share based payment reserve

 

640

(82)

292

Currency translation

 

61

93

50

Accumulated profit/(losses)

 

(9,532)

(4,322)

(7,132)

 

 

 

 

 

Total equity attributable to equity shareholders of the parent

 

 

(497)

 

2,025

 

546

 

 

 

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

 

 

6 months to

30 June

2016

£’000

6 months to

30 June

2015

£’000

Year ended

31 Dec

2015

£’000

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

Loss before tax

 

(2,400)

(3,163)

(6,064)

Adjustments for:

 

 

 

 

Finance (income)/cost

 

53

-

(10)

Depreciation of property, plant & equipment

 

28

42

82

Amortisation of other intangible assets

 

1

38

39

Share based payments

 

348

217

591

Changes in working capital

 

 

 

 

Trade and other receivables

 

145

597

732

Trade and other payables

 

(97)

(382)

(217)

Currency translation

 

11

60

17

 

 

 

 

 

Net cash used by operations

 

(1,911)

(2,591)

(4,830)

 

 

 

 

 

Tax received

 

-

59

161

 

 

 

 

 

Net cash outflow from operating activities

 

(1,911)

(2,532)

(4,669)

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

Interest received/(paid)

 

-

-

(2)

Purchase of other intangible assets

 

(24)

(5)

 (6)

Purchase of property, plant and equipment

 

(5)

(120)

(155)

 

 

 

 

 

Net cash used in investing activities

 

(29)

(125)

(163)

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

Issue of ordinary shares

 

133

28

1,028

Issue of convertible loan note (net of costs)

 

3,000

-

-

Interest received

 

-

-

12

 

 

 

 

 

Net cash generated from financing

 

3,133

28

1,040

 

 

 

 

 

Net increase/(decrease) in cash and cash equivalents

 

1,193

(2,629)

(3,792)

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

754

4,546

4,546

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

1,947

1,917

754

 

 

 

 

 

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)

 

Share capital

£’000

Share premium

£’000

Other reserve

 £’000

Share based payment reserve

£’000

Currency trans-lation

£’000

Accumul-ated profit and loss

£’000

Total

£’000

 

 

 

 

 

 

 

 

Balance as at 1 January 2015

1,212

3,972

630

95

33

(1,159)

4,883

 

 

 

 

 

 

 

 

Shares issued in the period

22

500

-

-

-

-

522

Share premium cancellation (note 4)

 

 

 

 

 

 

 

Share based payments

-

-

-

(277)

-

-

(277)

Exchange in period

-

-

-

-

60

-

60

Loss for the period

-

-

-

-

-

(3,163)

(3,163)

 

 

 

 

 

 

 

 

Balance as at 30 June 2015

1,234

4,472

630

(82)

93

(4,322)

2,025

 

 

 

 

 

 

 

 

Shares issued in the period

50

950

-

-

-

-

1,000

Share based payments

-

-

-

374

-

-

374

Exchange in period

-

-

-

-

(43)

-

(43)

Loss for the period

-

-

-

-

-

(2,810)

(2,810)

 

 

 

 

 

 

 

 

Balance as at 31 December 2015

1,284

5,422

630

292

50

(7,132)

546

 

 

 

 

 

 

 

 

Shares issued in the period

20

112

-

-

-

-

132

Equity attributed to convertible loan note

-

-

866

-

-

-

866

Share based payments

Exchange in period

-

-

-

-

-

-

348

-

-

11

-

-

348

11

Loss for the period

-

-

-

-

-

(2,400)

(2,400)

 

 

 

 

 

 

 

 

Balance as at 30 June 2016

1,304

5,534

1,496

640

61

(9,532)

(497)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOTES TO THE FINANCIAL STATEMENTS

1. Basis of preparation

These interim financial statements have been prepared in accordance with the accounting policies set out in the Annual Report and Accounts for the year ended 31 December 2015 and the interpretation of those accounting standards underlying the accounting policies. IAS 34, Interim Financial Reporting, has not been applied.  The interim financial statements have been issued in accordance with the AIM Rules of the London Stock Exchange and are unaudited.  The financial information set out does not constitute statutory accounts for the purposes of section 434 of the Companies Act 2006.  The auditors’ report on the statutory accounts for the year ended 31 December 2015 which have been filed with the Registrar of Companies was unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

The preparation of financial statements requires estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although the estimates are based on management’s best knowledge of the amounts, events or actions, actual results may differ from those estimates.

This announcement which was approved by the board of cloudBuy plc on 11 August 2016 will be published on the company’s website at www.cloudbuy.com.

2. Revenue (unaudited)

Set out below is an analysis of revenue recognised and gross profit attributable between reportable segments:

Revenue

6 months to

30 June

2016

£’000

6 months to

     30 June

2015

£’000

Year ended

31 Dec

2015

£’000

 

 

 

 

Company formation services

267

313

617

Web and ecommerce services

489

519

1,039

Coding International Limited

29

55

92

 

 

 

 

 

785

887

1,748

Gross Profit

 

 

 

Company formation services

143

158

316

Web and ecommerce services

472

499

991

Coding International Limited

29

55

92

 

 

 

 

 

644

712

1,399

 

 

 

 

3. Loss per share (unaudited)

The calculations for loss per share are based on the weighted average number of shares in issue during the period 129,499,528 (6 months to 30 June 2015: 121,442,045; year ended 31 December 2015: 124,641,446) and the following losses:

 

6 months to

30 June 2016

£’000

   6 months to

30 June 2015

£’000

Year ended

31 Dec 2015

£’000

Unadjusted earnings:

 

 

 

Loss on ordinary activities after tax

(2,400)

(3,163)

(5,973)

Add back:

 

 

 

Share based payments

348

217

591

 

 

 

 

Adjusted earnings:

(2,052)

(2,946)

(5,382)

The share options and warrants are not dilutive as they would not increase the loss per share in the year.

The basic and diluted loss per share calculated on the adjusted earnings is 1.6p (6 months to 30 June 2015: 2.4p; year ended 31 December 2015: 4.3p).

4. Convertible Loan Stock and Loan Stock

The principal terms of the loan instruments are as follows :

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

Drawdown

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

Interest

2.33%

Borrower Covenants

cloudBuy plc 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

Lender Covenants

None

Conversion price

6.5 pence (conversion at any time in full or in part at the election of loan note holder) 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 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

5. Disclosure of Concert Party Shareholdings

The following details are required to be disclosed in this report to comply with the conditions of The Takeover Code. Mike Pasternak who is a director of cloudBuy is deemed to be acting in concert with Roberto Sella for the purposes of the Takeover Code. The holdings of Roberto Sella and Mike Pasternak are as follows:

Shareholder

Interest in issued share capital on 11 August 2016

Percentage interest in issued share capital on  11 August 2016

Total interest on the basis that the full £5,750,000 loan is utilised and all potential Convertible Loan Securities are converted

Percentage total interest on the basis that the full £5,750,000 loan is utilised and all potential Convertible Loan Securities are converted

Roberto Sella

14,700,000

11.27%

88,521,777

42.74%

Mike Pasternak

2,150,000

1.65%

2,150,000

1.06%

Total

16,850,000

12.92%

90,671,777

43.80%