Result of General Meeting
27 January 2020
cloudBuy PLC
("Cloudbuy" or the “Company")
Result of General Meeting
cloudBuy, the global provider of cloud-based eCommerce marketplaces and B2B buyer and supplier solutions, announces that at its General Meeting, held at 11.00am today, all the resolutions proposed in the Notice of Meeting were passed. Full details of the total number of votes received for each resolution are set out below.
Consequently, as contemplated in the Company's circular dated 9 January 2019 (the "Circular") and its announcement of the same date, the last day of dealings in Cloudbuy's Ordinary Shares will be 6 February 2020, and at 7:00am on 7 February 2020 the admission to trading on AIM of Cloudbuy's Ordinary Shares will be cancelled. Also, as contemplated, the Company will apply to the Registrar of Companies for the Company to be reregistered as a private limited company.
Further details of the Cancellation and Reregistration are set out in both the Circular and announcement referred to above. Capitalised terms used but not defined in this announcement have the meaning given to them in the Circular. A copy of the Circular is available on the Company's website, https://investor.cloudbuy.com/documents-relating-to-cancellation.html.
The voting was as follows:
| Special resolutions | FOR | AGAINST | WITHHELD |
| 1. In accordance with Rule 41 of the AIM Rules for Companies, the cancellation of the admission to trading on AIM (the market of that name operated by the London Stock Exchange plc) of the ordinary shares of 0.1p each in the capital of the Company be and is hereby approved and the directors of the Company be authorised to take all action reasonable or necessary to effect such cancellation. | 66,915,866 votes 75.88% of those voting | 21,272,073 votes 24.12% of those voting | 0 |
| 2. The Company: be re-registered as a private limited company with the name of cloudBuy Limited; and adopt new articles of association. | 66,915,866 votes 75.88% of those voting | 21,272,073 votes 24.12% of those voting | 0
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| Ordinary Resolutions |
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| 3. The directors be given authority to authorise matters giving rise to an actual or potential conflict | 65,672,611 votes 87.16% of those voting | 9,677,419 votes 12.84% of those voting | 11,837,909 votes
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| 4. To authorise the Directors to allot shares or grant rights to subscribe for or to convert any security into shares pursuant to section 551 of the Companies Act 2006 (the “Act”). | 65,672,861 votes 87.19% of those voting | 9,652,169 votes 12.81% of those voting | 12,087,909 votes
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| Special resolution |
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| 5. To dis-apply the pre-emption provisions of section 561(1) of the Act. | 65,672,611 votes 87.19% | 9,652,169 votes 12.81% | 11,863,159 votes
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Note votes withheld are not included in the percentage of the voting calculations
For further information, please contact:
| cloudBuy plc David Gibbon, CFO & COO |
Tel: 0118 963 7000 |
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| Arden Partners plc - NOMAD and broker | Tel: 020 7614 5900 |
| Paul Shackleton / Daniel Gee-Summons- Corporate Finance Simon Johnson - Corporate Broking
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