RNS Number : 2895D
26 March 2014
("cloudBuy" or the "Company")
Notice of AGM and Proposed extension of Warrants
cloudBuy plc (AIM: CBUY), ), the cloud eCommerce marketplace, announces that the Notice of the Company's annual general meeting is available on its website, www.cloudbuy.com, and is being posted to shareholders later today. The Company's AGM will be held on 22 April 2014 at 10.00 am at its registered office, 5 Jupiter House, Calleva Park, Aldermaston, Berkshire RG7 8NN.
The AGM will include a resolution to consider extending the subscription period of the Company's warrants. In April and May 2009, the Company raised a total of £200,000 by the issue of 20m new ordinary shares of 1p each at a placing price of 1p per share. In connection with the placings, the Company issued 10m warrants, at a ratio of 1:2, to subscribe for new ordinary shares at a price of 2p per new share in the following five years. As at today's date, 4,287,476 warrants ("Warrants") remain outstanding, 2,437,476 of which are due to expire on 23 April 2014 and 1,850,000 on 1 May 2014.
The Company has been advised that if those Warrants which were issued in 2009 to directors and employees were to be exercised, there would be a significant potential cash cost to the Company of up to approximately £1.0 million depending on the potential tax treatment of the Warrants, which would crystallise by 1 May 2014.
In order to defer this potential immediate cash cost, the Company therefore proposes, subject to shareholder approval which will be sought at the Company's forthcoming annual general meeting, to extend the subscription period of the Warrants by a further 5 years, and to repeat this process until such time as the tax issue is clarified or no longer affects the Company. All other terms of the Warrants remain substantially the same. The holders of the outstanding Warrants have, in accordance with the terms of the Warrants, given their consent to the variation of terms.
Of the outstanding Warrants, 2,912,476, (representing 29.12 per cent. of the Warrants issued and 67.93 per cent. of those outstanding), are held by Ronald Duncan, Chairman of the Company, and Lyn Duncan, Chief Executive of the Company. Ronald Duncan and Lyn Duncan have given the Company an undertaking not to exercise the Warrants until such time as there is either no longer a potential tax issue or the Board agrees to the exercise of the Warrants.
Ronald Duncan and Lyn Duncan are both directors of the Company and substantial shareholders in the Company; the extension of the subscription period of the Warrants therefore constitutes a related party transaction under the AIM Rules for Companies. The extension of the Warrant exercise period is therefore classified as a transaction with a related party for the purposes of the AIM Rules for Companies. In accordance, therefore, with the AIM Rules for Companies, the directors of the Company, with the exclusion of Ronald Duncan and Lyn Duncan, having consulted with the Company's nominated adviser, Westhouse Securities Limited, consider that the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned.
For further information, please contact:
Ronald Duncan, Chairman
Tel: 0118 963 7000
Westhouse Securities Limited
Tom Griffiths/Richard Johnson
Tel: 020 7601 6100
Caroline Forde/Alex White/Robyn McConnachie
Tel 020 7653 9850
About cloudBuy PLC
cloudBuy, formerly @UK, is the world's leading transactional Cloud Platform.
cloudBuy has used the platform to build the world leading B2B ecommerce and eprocurement applications which address the full range of buying and selling activities, in an easy to use web and mobile experience. Along with other cloud based applications including Content Management, email and big data analysis.
The applications have already managed over $ 500 billion of spend and are being used by leading organisations around the world to deliver savings and improved services.
The applications are unique in delivering correct pricing in the complex world of B2B whilst being easy enough to use that the people with difficulties can use the system to buy their own social and health care.
For more information, visit www.cloudbuy.com
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