Further re Director Dealing

Nov 12, 2014

RNS Number : 7754W
Cloudbuy PLC
12 November 2014

cloudBuy plc
("cloudBuy" or the "Company")

Further re Director dealing

On 27 October 2014, the Company announced that Ronald Duncan, Chairman of cloudBuy, had agreed to pledge up to 4,500,000 ordinary shares of 1p each in the Company as security for a loan facility in connection with his house move.

The Company and Mr Duncan notify the following further information:

Under the sale and repurchase agreement (the "Agreement") which Mr Duncan entered into with Equities First Holdings LLC ("EFH"), Mr Duncan has transferred 2,250,000 ordinary shares in the Company (the "Transferred Shares") to EFH for the consideration of £533,490.30 for use towards part of the purchase and renovation of his new house.  Mr Duncan intends to utilise the outstanding balance of the loan by transferring a further 2,250,000 ordinary shares in the Company to EFH on the same terms under the Agreement (the "Further Transfer").  The transfer and determination of the amount of the consideration for the Further Transfer is expected to be completed by 11 December 2014 in accordance with the terms of the Agreement.

The Agreement provides that on maturity, 27 October 2017, Mr Duncan agrees to repurchase all of the Transferred Shares (including any Further Transfer) at 27.16p per share, and he intends to do so.  The Agreement contains a margin call, if the value of the shares falls below 19.5p Mr Duncan may either terminate with no further liability or provide additional security in cash or shares.

Ronald Duncan, Chairman of cloudBuy plc commented: "In order to minimise disruption around the move, we put in place a facility which would allow us to remain in our existing house whilst the renovation was carried out, following this we will sell the existing house and release the equity".

As at today's date, the voting interest of Ronald and Lyn Duncan and associated family is 18,823,624 shares, representing approximately 15.7 per cent. of the Company's shares, which will reduce to 16,573,624 shares, representing approximately 13.8 per cent. of the Company's shares on 11 December 2014 when transfer of the Further Transfer is due to be completed.  The total interest of Ronald and Lyn Duncan and associated family remains unchanged at 21,073,624 shares, representing approximately 17.6 per cent.  Mr Duncan's interest is in the Transferred Shares (including any Further Transfer) because of the repurchase obligation for those shares in the Agreement, however the voting rights for the Transferred Shares (including any Further Transfer) are with EFH (who have contractually undertaken in the Agreement not to exercise these voting rights).


For further information, please contact:

cloudBuy plc
Ronald Duncan, Chairman
Tel: 0118 963 7000

Westhouse Securities Limited
Tom Griffiths/Richard Johnson
Tel: 020 7601 6100

Newgate Threadneedle
Tim Thompson/Robyn McConnachie/Alex White
Tel 020 7653 9850

About cloudBuy PLC

cloudBuy, formerly @UK, is a world-leading transactional cloud platform.

cloudBuy has used the platform to build world-leading business to business (B2B) ecommerce and e-procurement applications, which address the full range of buying and selling activities in an easy-to-use web and mobile digital experience.  The platform is also used to build complementary applications such as content management, secure email and big data analysis.

To date, the applications have processed over $500 billion of spend, and are being used by leading organisations around the world to deliver savings, increase profits and improve services.

The applications are unique in delivering correct pricing in the complex world of B2B procurement, whilst being simple enough for anyone to use - to the extent that people with disabilities can easily use a Care marketplace version to buy their own social and health care.

For more information, visit www.cloudbuy.com

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