REG - Cloudcoco Group PLC - Proposed Subscription, Capital Reorg & GM Notice
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RNS Number : 1223W Cloudcoco Group PLC 10 March 2026
The information contained within this announcement is deemed by CloudCoCo to
constitute inside information pursuant to Article 7 of EU Regulation 596/2014
as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 as amended. Upon the publication of this announcement
via a Regulatory Information Service, this inside information is now
considered to be in the public domain.
10 March 2026
CloudCoCo Group plc
("CloudCoCo", the "Company" or the "Group")
Proposed Equity Fundraising to accelerate growth, Capital Reorganisation
and Notice of General Meeting
CloudCoCo (AIM: CLCO), the Sheffield-based e-commerce and IT procurement group
delivering tailored, next-day IT solutions through its Systems Assurance and
MoreCoCo divisions, announces its intention to raise approximately £0.275
million, alongside a proposed Capital Reorganisation to amend the nominal
value of the Company's existing ordinary shares, subject to, inter alia,
Shareholder approval at the forthcoming General
Meeting.
Highlights
· Proposed raise of £0.275 million of growth capital to launch Project
Brightstar, a strategic initiative to enhance the Group's position in the B2B
market by leveraging its established digital commerce and IT procurement
capabilities.
· Proposed investment from the Chairman of £0.21 million.
· Accelerated revenue growth strategy targeting growth beyond the
Group's combined initial revenue objective of at least £15 million within
three years, driven by expanded B2B engagement, improved direct customer
acquisition and growth in higher-value revenue streams with a focus on
mid-sized enterprises.
· Margin and scalability enhancement programme underway, focused on
increasing direct and alternative e-commerce marketplace sales and investing
in automation and AI-enabled tools to support increased transaction volumes
with minimal incremental headcount.
· A circular with details of the Proposals and notice of a General
Meeting to be held on 27 March 2026 will be sent to Shareholders tomorrow (the
"Circular") and will be available on the Company's website tomorrow.
Simon Duckworth, Non-Executive Chairman, commented:
"The proposed growth capital raise for Project Brightstar marks a clear step
forward in enhancing our B2B strategy and demonstrates my continued commitment
to, and confidence in the business.
By leveraging our established digital commerce and IT procurement
capabilities, we will target mid-sized enterprise customers with higher-value,
integrated solutions designed to accelerate revenue growth and improve margin
quality.
With FY25 revenues from the existing business expected to reach at least £8.0
million, exiting the year at an annualised run-rate approaching £10 million,
Project Brightstar provides a structured pathway towards achieving our
enhanced revenue aspirations over the next three years. Importantly, we are
scaling from an existing platform, investing in new sales channels and
automation to drive operating leverage while maintaining financial discipline.
We believe this initiative strengthens the Group's competitive position and
underpins sustainable, long-term shareholder value."
DETAILS OF THE PROPOSALS
1. Introduction
The Company today announces that it proposes to raise £275,000 (before
expenses) by way of a subscription of 229,166,666 New Ordinary Shares at 0.12
pence per share to fund a new growth initiative. In order to complete the
Subscription, the Company also announces the proposed Capital Reorganisation
and its intention to establish a new Employee Option Scheme.
The Company's Existing Ordinary Shares had a mid-market closing price of
0.115p per share at the close of business on 9 March 2026, but have a nominal
value of 1 penny per share and under the Companies Act, the Company is unable
to issue new shares at less than the nominal value of those shares. In order
to implement the Subscription, given that the Subscription Price is set at
0.12 pence per share (being a premium of approximately 4 per cent. to the
mid-market closing price of an Ordinary Share on 9 March 2026 and a premium of
approximately 5 per cent. to the 10 day VWAP to 9 March 2026), the Company is
required to undertake the Capital Reorganisation (details of which are set out
in paragraph 5 below), so that the nominal value of each New Ordinary Share to
be issued pursuant to the Subscription will be less than the Subscription
Price. The Capital Reorganisation is subject to the passing of the Resolutions
at the General Meeting.
As a result of the Capital Reorganisation, the Board is proposing to (i) renew
its general authorities under sections 551 and 571 (respectively) of the
Companies Act, to allot Ordinary Shares and to disapply statutory pre-emption
rights in respect of such allotments and (ii) seek authority to allot the
Subscription Shares.
These matters will require the approval of Shareholders and accordingly, the
Proposals are conditional, inter alia, on the passing of the Resolutions at
the General Meeting. The General Meeting has been convened for 10.00 a.m. on
27 March 2026 and will take place at the offices of DAC Beachcroft LLP, The
Walbrook Building, 25 Walbrook, London EC4N 8AF for the purpose of seeking
such approvals. A notice convening the General Meeting, at which the
Resolutions will be proposed, is set out at the end of the Circular.
The proposed new Employee Option Scheme is also detailed in paragraph 4 below
and will be put to Existing Shareholders at the General Meeting by Resolution
8.
2. Background to and reasons for the proposals
The Board is now pleased to present the Proposals to Shareholders in order to
fund the Company's growth initiative, Project Brightstar, and accelerate the
Board's strategy for the Group's transition towards sustainable, long-term
profitability.
While the Group has made good progress, the Board recognises that the current
trading scale remains modest relative to the fixed costs of maintaining the
Company's AIM admission.
To eliminate residual cash burn and reach consistent monthly cash generation,
the Board has identified a strategic pathway which it believes could achieve
and surpass its initial £10 million annual revenue target, ultimately with
further upside towards £15 million annual revenue within three years at
improved blended margins.
The Board believes that relying solely on organic cash generation may delay
achieving this scale within the desired timeframe. Accordingly, the Company
proposes to raise £275,000 via the Subscription to fund Project Brightstar.
Project Brightstar is the Board's strategic initiative to enhance the Group's
position in the B2B market, with the recruitment of an identified experienced
sales team and by leveraging the digital commerce and IT procurement
capabilities developed within the Group to deliver scalable technology
solutions to mid-sized enterprise customers.
The programme represents an enhancement of the Group's existing model - not a
change in direction - building on the infrastructure, vendor relationships and
operational capability established across the Group utilising the skills and
network of the new recruits. It marks a deliberate move up the value chain,
combining transactional IT supply with structured procurement frameworks,
consultancy-led solutions and recurring service opportunities.
Project Brightstar is designed to:
Grow and strengthen the Group's B2B presence, delivering IT hardware,
structured procurement solutions and integrated technology services to
mid-sized enterprise customers.
Accelerate top-line growth, driving revenues towards and beyond the £10
million target through improved direct engagement and expanded enterprise
relationships.
Improve blended gross margins, by reducing reliance on high-fee third-party
marketplaces (which currently represent approximately 91% of e-commerce
revenue) and increasing direct website sales and utilisation of alternative
marketplaces such as eBay, Tesco Marketplace and OnBuy.
Expand higher-value revenue streams, including the branded WebStore platform
and consultancy-led IT procurement services, generating improved customer
lifetime value and repeat revenue.
Enhance platform capability and operating leverage, through continued
investment in automation and AI-enabled tools, enabling increased transaction
volumes and enterprise onboarding with minimal incremental headcount.
Strategically, Project Brightstar positions the Group to evolve from parallel
commerce and services activities into a more integrated, platform-enabled B2B
technology partner. By combining digital procurement capability with technical
expertise and structured customer engagement, the Board believes that the
Group would be strengthening revenue visibility, improving margin quality and
building a more scalable operating model capable of supporting sustained
growth.
The Board considers that the Group is now in an optimal position to deploy
some growth capital, having stabilised its balance sheet, removed legacy debt
and established an efficient operating foundation.
If the Resolutions are not passed, the Subscription cannot proceed and nor can
Project Brightstar as proposed. This would constrain the Group's ability to
accelerate growth and fully absorb its PLC-level costs within the next 12
months. Accordingly, the Board believes that the Proposals are in the best
interests of the Company and its Shareholders as a whole.
3. The Subscription
The Subscription will result in the issue of 229,166,666 Subscription Shares
at the Subscription Price (being a premium of approximately 4 per cent. to the
mid-market closing price of an Ordinary Share on 9 March 2026 and a premium of
approximately 5 per cent. to the 10 day VWAP to 9 March 2026) and raise
£275,000 before expenses for the Company. The net proceeds of the
Subscription receivable by the Company are estimated to be approximately
£260,000. The Company intends to use these proceeds to fund Project
Brightstar and pursue revenue growth as set out above.
The Subscription is being subscribed by three private investors as to £65,000
and the Chairman of the Company, Simon Duckworth, and his wife, Lady Caroline
Duckworth, are proposing to subscribe for £125,000 and £85,000 respectively
in the Subscription at the Subscription Price (the "Chairman's Subscription").
As the Company is currently in a close period pursuant to UK MAR until the
publication of its audited results for the year ended 30 September 2025 (the
"Results"), expected by 31 March 2026, the Directors and management of the
Company are prohibited from acquiring shares in the Subscription at this time.
However, Simon Duckworth and his wife have confirmed that following the
publication of the Results by 31 March 2026, that they intend to subscribe
for, in aggregate, 175,000,000 Subscription Shares at the Issue Price, subject
to the passing of the Resolutions. Therefore, if the Subscription completes in
full the shareholdings in the Company of Simon and Lady Duckworth will
increase from an aggregate 3.25 per cent. to 21.16 per cent.
The Subscription Shares, when issued and fully paid, will represent 24.50 per
cent. of the Enlarged Share Capital and will rank pari passu in all respects
with the New Ordinary Shares and therefore will rank equally for all dividends
or other distributions declared, made or paid after the issue of the
Subscription Shares.
The issue of the Subscription Shares is conditional on, inter alia, the
passing of the Resolutions at the General Meeting and Admission. The
Subscription is not being underwritten by the Company's broker, Allenby
Capital, or any other person.
Should the Resolutions not be passed at the General Meeting the Subscription
will not proceed and this would constrain the Group's ability to accelerate
growth and fully absorb its PLC-level costs within the required timeframe.
4. New employee share option scheme
To ensure the successful execution of Project Brightstar and to attract and
retain the high-calibre talent required to scale the Group towards its £15
million revenue target, the Board proposes the implementation of a new
Employee Option Scheme. The Board proposes to implement a new Employee Option
Scheme designed to align the interests of the Group's employees with those of
Shareholders.
The Scheme is specifically designed to align the interests of the Group's
employees with those of Shareholders. The overall pool of options proposed
under the Scheme would represent 25 per cent. of the Enlarged Share Capital
and the Board considers this amount is important to be available to attract
and retain the high-calibre talent required to achieve the Board's strategy.
While it is proposed that an initial tranche of 40 million options will be
granted under the Scheme at the Subscription Price (0.12p), the vast majority
of the remaining pool of options proposed to be available under the Scheme
(c.147 million options) features a progressive exercise price target, as set
out in the table below. This 'ratchet' mechanism also includes terms that
participants only realise value as the Company hits strategic Trading EBITDA
milestones over three years that drive the share price upward, with the final
tier of options requiring an 81% premium over the current Subscription Price
to be 'in the money' and capable of exercise.
Tier Number of Options Exercise Price Premium to Subscription Price
Initial Tranche in Year 1 40,000,000 0.120p 0%
Year 1 Tranche Up to 0.165p +38%
193,845,588
In total
Year 2 Tranche 0.1875p +56%
Year 3 Tranche 0.2175p +81%
Assuming full exercise of all Option Shares, the Company's issued ordinary
share capital would increase to approximately 1,169,227,940 Ordinary Shares
(assuming all of the Subscription Shares are allotted and no other Ordinary
Shares in the Company are allotted), but with the Project Brightstar
initiative the cumulative Trading EBITDA would have to exceed £1.9 million
over the three-year period for the options to be exercised in full.
5. Capital reorganisation
The Subscription Price is below the nominal value of the Existing Ordinary
Shares. The Companies Act prohibits a company from issuing shares at a
discount to the nominal or par value of its shares. Therefore, in order to
ensure that the Proposals can be carried out, it is necessary to effect the
Capital Reorganisation to change the nominal value of the Company's Existing
Ordinary Shares. The Directors therefore propose to effect the Capital
Reorganisation on the following basis:
· each of the Existing Ordinary Shares of 1 penny each will be
subdivided into and reclassified as one New Ordinary Share and one Deferred
Share;
· each New Ordinary Share will be an ordinary share in the capital of
the Company with a nominal value of £0.0001 (0.01 pence) and having those
rights set out in the Amended Articles (further details of which can be found
below);
· each Deferred Share will be a deferred share in the capital of the
Company with a nominal value of £0.0099 (0.99 pence) and having those limited
rights set out in the Amended Articles. The intention is that the Deferred
Shares created pursuant to the Capital Reorganisation will be cancelled in due
course following a court approved reduction of capital or other means, if
available; and
· the Existing Articles are amended to include certain new provisions
relating to the Deferred Shares.
The Amended Articles
The proposed Capital Reorganisation will necessitate certain amendments to the
Company's Existing Articles. The amendments are proposed in Resolution 1 as
set out in the Notice of General Meeting and include creating the Deferred
Shares and setting out the limited rights to be attached to such Deferred
Shares.
The New Ordinary Shares created upon implementation of the Capital
Reorganisation will have the same rights as the Existing Ordinary Shares
including voting, dividend, return of capital and other rights, save that
their nominal value will be 0.01 pence per share as opposed to 1 penny per
share. The Capital Reorganisation will not change the number of Ordinary
Shares that a Shareholder owns, only the nominal value. Existing Ordinary
Share certificates will remain valid following the Capital Reorganisation and
the New Ordinary Shares will have the same ISIN as the Existing Ordinary
Shares.
The Deferred Shares will not have any voting rights and will not carry any
entitlement to attend general meetings of the Company; nor will they be
admitted to trading on AIM or any other market. They will carry only a right
to participate in any return of capital on a winding up to the amount paid up
on such shares, but only after holders of Ordinary Shares have together
received the nominal amounts paid up on such shares. In addition, they will
not carry any right to participate in any dividend or other distribution. In
each case a payment, on a return of capital, to any one holder of Deferred
Shares shall satisfy the payment required. The Company will be authorised at
any time to effect a transfer of the Deferred Shares without reference to the
holders thereof and for no consideration pursuant to and in accordance with
the Companies Act. Accordingly, the Deferred Shares will, for all practical
purposes, be valueless and it is the Board's intention, at an appropriate
time, to have the Deferred Shares cancelled, whether through an application to
the High Court of Justice in England and Wales or otherwise in accordance with
the Companies Act. No share certificates will be issued for the Deferred
Shares.
A draft of the Amended Articles, highlighting the amendments to the Existing
Articles proposed by Resolution 1 as set out in the Notice of General Meeting,
will be available for inspection by Shareholders at the General Meeting until
the conclusion of the General Meeting and on the Company's website,
www.cloudcoco.co.uk.
In summary, it is proposed that each Existing Ordinary Share of 1 penny in the
capital of the Company will be subdivided and redesignated into one New
Ordinary Share and one Deferred Share. This will result in 706,215,686 New
Ordinary Shares and 706,215,686 Deferred Shares being in issue immediately
following the Capital Reorganisation but before the issue of Subscription
Shares pursuant to the Subscription.
6. General meeting
The purpose of the General Meeting is to seek approval of Existing
Shareholders for the Resolutions summarised below. The Proposals are
conditional upon the passing of the Resolutions as set out in the Notice of
General Meeting and summarised below.
At the General Meeting, Resolutions will be proposed to the following effect:
· Resolution 1 is a special resolution to alter the Existing Articles
of the Company with effect from 6.00 p.m. on the dealing day immediately prior
to Admission to:
a) create the Deferred Shares;
b) specify the rights attached to the Deferred Shares, including that
the Deferred Shares:
- will not have any voting rights;
- will not carry any entitlement to attend general meetings of the
Company;
- will not carry any right to participate in any dividend or other
distribution;
- will carry only a right to participate in any return of capital on
a winding up to the amount paid up on such shares, but only after holders of
Ordinary Shares have together received the nominal amounts paid up on such
shares;
c) specify that, on a return of capital, payment to any one holder of
Deferred Shares shall satisfy the payment required;
d) specify that the Company will be authorised at any time to effect a
transfer of the Deferred Shares without reference to the holders thereof and
for no consideration pursuant to and in accordance with the Companies Act; and
e) specify that certain steps taken by the Company (including for
example a reduction of capital) will not be deemed to vary the rights
attaching to the Deferred Shares.
Accordingly, the Deferred Shares will, for all practical purposes, be
valueless and it is the Board's intention, at an appropriate time, to have the
Deferred Shares cancelled, whether through an application to the High Court of
Justice in England and Wales or otherwise in accordance with the Companies
Act;
· Resolution 2, which is conditional on the passing of Resolution 1, is
a special resolution to sub-divide and redesignate each Existing Ordinary
Share of £0.01 (1 penny) into (i) one New Ordinary Share of 0.01 pence and
(ii) one Deferred Share of 0.99 pence;
· Resolution 3, which is conditional on the passing of Resolutions 1
and 2, is an ordinary resolution to authorise the Directors to allot shares up
to an aggregate nominal value of £22,917, being equal to 229,166,666 New
Ordinary Shares, pursuant to the Subscription but for no other purpose;
· Resolution 4, which is conditional on the passing of Resolutions 1
and 2, is an ordinary resolution to authorise the Directors to generally allot
shares and to grant rights to subscribe for and convert securities into shares
up to an aggregate nominal value of £31,179, representing one-third of the
issued ordinary share capital of the Company immediately following
Admission;
· Resolution 5, which is conditional on the passing of the Resolutions
1, 2 and 3, is a special resolution to authorise the Directors to allot equity
securities pursuant to the authority granted under Resolution 3 on a non
pre-emptive basis;
· Resolution 6, which is conditional on the passing of Resolution 2, is
a special resolution to cancel the Deferred Shares created under Resolution 2,
subject to the approval of the High Court of Justice in England and
Wales;
· Resolution 7, which is separate to the Subscription, is a special
resolution to authorise the Directors to allot equity securities for cash
(within the meaning of section 560 of the Companies Act) up to an aggregate
nominal amount of £18,708 (representing 20% of the issued ordinary share
capital of the Company immediately following Admission) pursuant to the
authority granted under Resolution 4 on a non pre-emptive basis; and
· Resolution 8 is an ordinary resolution to approve the adoption of the
Company's new Employee Option Scheme.
Irrevocable undertakings
Darron Giddens and Simon Duckworth have given irrevocable undertakings to the
Company to vote in favour of the Resolutions to be proposed at the General
Meeting (and, where relevant, to procure that such action is taken by the
relevant registered holders if that is not one of them) in respect of their
beneficial holdings totalling, in aggregate, 18,753,846 Ordinary Shares,
representing approximately 2.66 per cent. of the issued ordinary share
capital.
In addition, certain other Shareholders have given irrevocable undertakings to
the Company to vote in favour of the Resolutions to be proposed at the General
Meeting (and, where relevant, to procure that such action is taken by the
relevant registered holders if that is not one of them) in respect of their
beneficial holdings totalling, in aggregate, 361,072,727 Ordinary Shares,
representing approximately 51.13 per cent. of the issued ordinary share
capital.
In aggregate, the Company has received irrevocable undertakings to vote in
favour of the Resolutions in respect of 379,826,573 Ordinary Shares,
representing approximately 53.78 per cent. of the issued ordinary share
capital.
7. Admission
Subject to, inter alia, the Existing Shareholders' approval of the
Resolutions, application will be made to the London Stock Exchange for the New
Ordinary Shares (including the Subscription Shares) to be admitted to trading
on AIM. Assuming that the Resolutions are passed at the General Meeting, it is
anticipated that Admission will become effective and that dealings in the New
Ordinary Shares (including the Subscription Shares) will commence on AIM at
8.00 a.m. on or around 30 March 2026.
8. Recommendation
The Directors consider that the Proposals and the Resolutions are in the best
interests of the Company and would promote the success of the Company for the
benefit of its Shareholders as a whole. Accordingly, the Directors unanimously
recommend that Existing Shareholders vote in favour of the Resolutions to be
proposed at the General Meeting as they and their immediate families and
connected persons (within the meaning of section 252 of the Companies Act)
intend to do in respect of their aggregate holdings of 229,166,666 Ordinary
Shares representing approximately 32.4 per cent. of the Existing Ordinary
Shares.
9. Expected timetable of principal events
Announcement of the Subscription and Capital Reorganisation 10 March 2026
Posting of the Circular and Form of Proxy 11 March 2026
Latest time and date for receipt of completed Forms of Proxy 10.00 a.m. on 25 March 2026
Record time for those Shareholders on the Register of Members entitled to 6.00 p.m. on 25 March 2026
attend or vote at the General Meeting
General Meeting 10.00 a.m. on 27 March 2026
Share Capital Reorganisation record date* 6.00 p.m. on 27 March 2026
Capital Reorganisation is effective* 6.00 p.m. on 27 March 2026
Admission of, and commencement of dealings in, the New Ordinary Shares 8.00 a.m. on 30 March 2026
(including the Subscription Shares)*
New Ordinary Shares (including the Subscription Shares) credited to CREST 30 March 2026
stock accounts*
Despatch of definitive share certificates for the Subscription Shares* Within 14 days of Admission
Note:
If any of the details contained in the timetable above should change, the
revised time and dates will be notified to Shareholders by means of a
Regulatory Information Service announcement. All references to times and dates
in this announcement are to time and dates in London, United Kingdom.
*assuming that the Resolutions are passed.
10. Definitions
Capitalised terms in this announcement have the meaning ascribed to them in
the definitions section below, unless otherwise defined in this announcement.
Admission admission of the New Ordinary Shares (including the Subscription Shares) to
trading on AIM becoming effective in accordance with the AIM Rules;
AIM the market of that name operated by the London Stock Exchange;
AIM Rules the AIM Rules for Companies governing the admission to and operation of AIM
published by the London Stock Exchange as amended from time to time;
Allenby Capital Allenby Capital Limited, the Company's Nominated Adviser and Broker;
Amended Articles the Existing Articles as proposed to be amended pursuant to Resolution 1 set
out in the Notice of General Meeting (such amendments creating the Deferred
Shares and setting out the limited rights proposed to be attached to such
Deferred Shares);
Business Day any day on which banks are generally open in London for the transaction of
business other than a Saturday or Sunday or public holiday;
Capital Reorganisation the proposed reorganisation of the share capital of the Company as described
in paragraph 5 of the letter from the Non-Executive Chairman;
CloudCoCo Limited CloudCoCo Limited (now called Aspire Technology Solutions Commercial Ltd), a
company incorporated and registered in England and Wales with registered
number 10989039;
CloudCoCo Connect Limited CloudCoCo Limited (now called BE DC Connect UK), a company incorporated and
registered in England and Wales with registered number 05237920;
Companies Act the Companies Act 2006, as amended, modified or re-enacted from time to time;
Company or CloudCoCo CloudCoCo Group plc, incorporated in England and Wales with number 05259846;
CREST or CREST System the computer-based system (as defined in the CREST Regulations) operated and
administered by Euroclear enabling securities to be evidenced otherwise than
by certificates and transferred otherwise than by written instruments;
CREST member a person who has been admitted by Euroclear as a system participant (as
defined in the CREST Regulations);
Deferred Shares the deferred shares of 0.99 pence each in the capital of the Company as
created by virtue of the Capital Reorganisation;
Directors, Board or Board of Directors the current directors of the Company or the board of directors from time to
time;
Employee Option Scheme or Scheme the EMI share option scheme to be adopted by the Company, subject to the
passing of Resolution 8, providing for the grant of options to subscribe for
Ordinary Shares to directors and employees of the Group.
Enlarged Share Capital the ordinary share capital of the Company immediately following Admission;
Euroclear Euroclear UK & International Limited;
Existing Articles the articles of association of the Company currently in force;
Existing Ordinary Shares the 706,215,686 ordinary shares of 1 penny each in issue as at the date of
this announcement;
Existing Shareholders the holders of Existing Ordinary Shares;
FCA the Financial Conduct Authority of the United Kingdom or any successor body or
bodies carrying out the functions currently carried out by the Financial
Conduct Authority;
FSMA the UK Financial Services and Markets Act 2000, as amended;
FY25 the financial year ended 30 September 2025;
FY26 the financial year ended 30 September 2026;
General Meeting the general meeting of the Company to be held at the offices of DAC Beachcroft
LLP, The Walbrook Building, 25 Walbrook, London EC4N 8AF at 10.00 a.m. on 27
March 2026;
Group the Company and each of its subsidiaries and subsidiary undertakings;
ISIN International Securities Identification Number;
London Stock Exchange London Stock Exchange plc;
New Ordinary Shares the ordinary shares of 0.01 pence each in the capital of the Company as
created by virtue of the Capital Reorganisation and Resolution 2 as set out in
the Notice of General Meeting;
Notice of General Meeting the notice of general meeting set out at the end of the Circular;
Option Shares up to 233,845,588 new Ordinary Shares to be issued subject to performance
pursuant to the exercise of options granted under the Employee Option Scheme;
Ordinary Shares the ordinary shares in the capital of the Company from time to time;
Proposals the Subscription and the Capital Reorganisation;
Regulatory Information Service or RIS one of the regulatory information services authorised by the FCA to receive,
process and disseminate regulatory information from listed companies;
Registrars Computershare Investor Services plc;
Resolutions the resolutions to be put to the Existing Shareholders at the General Meeting
as detailed in the Notice of General Meeting and "Resolution" means any of the
Resolutions;
Restricted Jurisdiction(s) the United States, Russia, Australia, Canada, Japan, New Zealand, the Republic
of South Africa and any other jurisdiction where the extension or availability
of the Subscription would breach any applicable law;
Securities Act the US Securities Act of 1933, as amended;
Shareholders the holder(s) of the Ordinary Shares from time to time;
Subscription the proposed subscription for the Subscription Shares at the Subscription
Price by certain investors as described in this announcement;
Subscription Price 0.12 pence per Subscription Share;
Subscription Shares the 229,166,666 New Ordinary Shares to be allotted and issued pursuant to the
Subscription;
Sterling or pound or £ or penny or pence pounds sterling or pence, the basic units of currency in the UK;
Subsidiary has the meaning given in section 1159 of the Companies Act;
Subsidiary undertaking has the meaning given to it in section 1162 of the Companies Act 2006;
Trading EBITDA profit or loss before net finance costs, tax, depreciation, amortisation, plc
costs, exceptional items and share-based payments.;
UK MAR the Market Abuse Regulation No. 596/2014 (as it forms part of domestic UK law
pursuant to the European Union (Withdrawal) Act 2018);
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland; and
United States or US the United States of America.
VWAP volume weighted average price
Contacts:
CloudCoCo Group plc Tel: +44 (0) 114 292 2930
Simon Duckworth (Chairman)
Darron Giddens (CFO)
Peter Nailer (Managing Director)
Allenby Capital Limited - (Nominated Adviser & Broker) Tel: +44 (0)20 3328 5656
Jeremy Porter / Vivek Bhardwaj - Corporate Finance
Tony Quirke / Amrit Nahal - Equity Sales
About CloudCoCo
CloudCoCo is a streamlined, growth-focused technology group specialising in
e-commerce and IT procurement business based in Sheffield. Combining expert IT
procurement solutions through Systems Assurance with the scalable e-commerce
capabilities of MoreCoCo (www.morecoco.co.uk (http://www.morecoco.co.uk) ),
helping organisations deliver enhanced efficiency, security, and agility.
Backed by strong vendor partnerships and a team of industry specialists, we
deliver tailored solutions and next-day access to hundreds of thousands of IT
products.
www.cloudcoco.co.uk (http://www.cloudcoco.co.uk)
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