REG - Cloudified Holdings - Completion of the Disposal & Directorate Changes
12/12/2023 14:45
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RNS Number : 5290W Cloudified Holdings Limited 12 December 2023
This announcement contains inside information for the purposes of Article 7 of
the UK version of Regulation (EU) No 596/2014 which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon
the publication of this announcement via a Regulatory Information Service,
this inside information is now considered to be in the public domain.
Cloudified Holdings Limited
("Cloudified" or the "Company")
Completion of the Disposal, Directorate Changes and Change of Website Address
Cloudified Holdings Limited, announces that it has completed the disposal of
Falanx Cyber Defence Limited ("FCD") and Falanx Cyber Technologies Limited
("FCT") which was approved at the General Meeting held on 27 November 2023,
details of which were announced on 9 November 2023 and set out it the circular
dated 9 November 2023, both of which are available on the Company's website.
Future strategy
The Disposal is a fundamental disposal pursuant to Rule 15 of the AIM Rules
for Companies. Accordingly, the Company now constitutes a cash shell in
accordance with Rule 15 of the AIM Rules and expects to have cash balances
post restructuring and transaction costs of approximately £0.35m.
The Continuing Directors are seeking to acquire another company or business in
exchange for the issue of Ordinary Shares in a single transaction (a "reverse
takeover" or "RTO"), which will only be able to go forward with Shareholder
approval. In considering the Company's future strategy, the Continuing
Directors will seek to identify opportunities offering the potential to
deliver value creation and returns to Shareholders over the medium to
long-term in the form of capital and/or dividends. The Company has identified
possible opportunities although at this stage there is no certainty that these
opportunities will lead to a transaction.
The Company will be required to make an acquisition, or acquisitions, which
constitute a reverse takeover under AIM Rule 14 on or before the date falling
six months from the completion of the Disposal or be re-admitted to trading on
AIM as an investing company under AIM Rule 8. Failing that, the Company's
Ordinary Shares will be suspended from trading on AIM pursuant to AIM Rule 40.
If the Company's shares remain suspended for six months, admission of the
Company's shares will be cancelled.
The timings set out above assume that the Company has published its results of
the year ended 31 March 2023 on or before the beginning of April 2024.
Pursuant to Rule 14 of the AIM Rules, a reverse takeover transaction would
require the publication of an Admission Document in respect of the proposed
enlarged entity and would be conditional upon the consent of Shareholders
being given at a general meeting.
Market conditions may have a negative impact on the Company's ability to make
an acquisition or acquisitions, which would constitute a reverse takeover
under AIM Rule 14. There is no guarantee that the Company will be successful
in meeting the AIM Rule 14 deadline as described above.
If no suitable acquisitions can be identified on a timely basis, the
Continuing Directors will consider appointing a liquidator and entering a
members' voluntary liquidation to return any remaining cash to Shareholders.
Directorate Changes
As announced on 9 November 2023, following Completion Rick Flood, William
Kilmer and Emma Shaw have all resigned with immediate effect. However, Mike
Read will remain on the Board as a director alongside Ian Selby and Alex
Hambro.
Change of Website Address
The Company's website has changed to https://cloudified-holdings.com with
immediate effect.
This announcement should be read in conjunction with the full text of the
Circular posted to Shareholders on 9 November 2023 copies of which are
available on the Company's website at https://cloudified-holdings.com.
Capitalised terms in this announcement have the same meaning as given in the
Circular.
Enquiries:
Cloudified Holdings Limited Via IFC
Ian Selby Executive Director
WH Ireland + 44 (0) 207 220 1666
Mike Coe/ Sarah Mather (Nomad)
Fraser Marshall (Corporate Broking)
IFC Advisory Ltd +44 (0) 203 934 6630
Financial PR & IR
Graham Herring / Zach Cohen
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