REG - Cloudified Holdings - Convertible Loan Note

Cloudified HoldingsAnnouncement

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RNS Number : 8125U  Cloudified Holdings Limited  02 March 2026

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.

 

2 March 2026

 

Cloudified Holdings Limited

("Cloudified" or the "Company")

 

Convertible Loan Note

 

Cloudified Holdings Limited, the AIM quoted cash shell, is pleased to announce
that it has entered into a convertible loan note instrument (the "Note") with
Salonica Play LP, part of the Salonica Group ("Salonica" or the "Lender")),
for the principal amount of £250,000. The Company shall pay to the Lender an
arrangement/assignment fee of 12.5% of the Principal Amount.

 

The proceeds of the Note shall be applied by the Company towards general
working capital and costs relating to the previously identified acquisition
opportunity.

 

The unsecured £250,000 convertible loan note carries a 12.5% arrangement fee
(deducted on drawdown) and accrues interest at 17.5% per annum to 30 June
2026, increasing to 35% per annum thereafter and on default. The Note matures
on the earlier of completion of the proposed reverse takeover ("RTO") or 31
December 2027. On completion of the RTO, the Lender may elect either repayment
of the principal and accrued interest together with the issue of additional
ordinary shares at the RTO price pursuant to a 7-for-4 uplift mechanism, being
the same uplift mechanism for existing shareholders as previously announced by
the Company on 28 October 2024, or conversion of the principal into ordinary
shares at the RTO price on the same 7-for-4 basis. If the RTO has not
completed by 30 June 2026, the Lender may elect repayment or conversion of the
principal at a 50% discount to the prevailing market price. If no such
election is made by 31 December 2027, the Note will convert automatically at
the prevailing market price.

 

Ian Selby, Director of Cloudified Holdings Limited, commented:

 

"This convertible facility strengthens the Company's funding position as we
progress the proposed reverse takeover. The structure provides appropriate
flexibility while supporting the Board's focus on advancing the transaction in
a disciplined and timely manner."

 

Othman Shoukat, Director of Cloudified Holdings Limited and Salonica GP
Limited commented:

 

"This funding reflects our conviction in the acquisition opportunity and
aligns capital with execution at an important stage for the Company. We remain
focused on delivering the proposed transaction and transitioning Cloudified
into its next phase of development."

 

The entering of the Note is a related party transaction for the purposes of
AIM Rule 13 of the AIM Rules for Companies due to Salonica being a substantial
shareholder in the Company. The Independent Directors of the Company being Ian
Selby, Robert Proctor, Richard Collett and Alex Hambro, consider, having
consulted with Zeus Capital Limited, the Company's Nominated Adviser, that the
terms of the Agreement are fair and reasonable in so far as the Company's
independent shareholders are concerned.

 

 

 

Enquiries:

 

 Cloudified Holdings Limited                   Via IFC

 Othman Shoukat (Director)

 Ian Selby (Director)

 Zeus - Nomad and Joint Broker                 +44 (0) 203 829 5000

 Mike Coe/ James Bavister

 Oberon - Joint Broker                         +44 (0)20 3179 5300

 Nick Lovering/ Mike Seabrook

 IFC Advisory Limited - Financial PR & IR      +44 (0) 203 934 6630

 Graham Herring / Zach Cohen

 

 

 

 

 

 

 

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