REG - Cloudified Holdings - Interim results
10/02/2025 13:00
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RNS Number : 5549W Cloudified Holdings Limited 10 February 2025
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
Interim results
Cloudified Holdings Limited ("Cloudified" or "CHL" or "the Group" or "the
Company"), an AIM quoted cash shell announces its interim results for the six
months ended 30 September 2024 (the "Period").
Highlights post Period
· £500,000 (gross) of cash raised by Salonica GP subscribing for
9,651,385 new ordinary shares at 5.2p ("New Ordinary Shares") on 13 November
2024.
· Othman Shoukat and Richard Collett joined the board at that
point.
· Focus on workstreams to achieve a successful acquisition of a
media and events asset in Q2 2025, which will constitute a Reverse Take Over
under the AIM Rules ("RTO") to allow the Company's shares to resume trading.
· Cash at 31 December 2024 £674,210.
Review of the six-month period to 30 September 2024
· Main activity was the review of RTO opportunities combined with
the preparations to implement an Members Voluntary Liquidation ("MVL") if
required.
· Loss from continuing operations £148,000 (2023: £558,000)
· Cash balances on 30 September 2024 were £334,000 (2023:
£353,000)
Enquiries:
Cloudified Holdings Limited Via IFC
Alex Hambro (Director)
Ian Selby (Director)
Zeus + 44 (0) 203 829 5000
Mike Coe/ James Bavister (Nomad)
IFC Advisory Ltd +44 (0) 203 934 6630
Financial PR & IR
Graham Herring / Zach Cohen
The Directors present the interim results for the six months ended 30
September 2023
Business Review
Following the disposal of the former cyber security business on 12 December
2023 and therefore becoming a cash shell under AIM Rule 15, the main activity
of the Group was the review of strategic options for the Company including
refinancing, completing an RTO, and to return of funds to shareholders by a
MVL. The Board, which then consisted of only Ian Selby and Alex Hambro,
investigated multiple RTO opportunities and carefully screened them for their
ability to successfully go through a process which would have resulted in a
listing. Trading in the Company's shares was suspended on 12 June 2024 under
AIM Rule 14 as it had not completed an RTO withing six months of becoming an
AIM Rule 15 shell. The Company also carried out the necessary work so that,
should a successful transaction not be undertaken, then an MVL could have been
rapidly carried out and funds returned to shareholders. Costs were kept to a
minimum level to support the activities of the shell and to remain prepared
for a return to trading on the AIM market. The board identified a highly
credible potential investment by Salonica in support of a potential RTO, and
therefore actively pursued this opportunity, resulting in the successful
fundraising detailed below.
Subsequent Events and Future Strategy
On 28 October 2024, the Company announced a refinancing of £500,000 (before
expenses), through a subscription for 9,615,385 New Ordinary Shares at an
issue price of 5.20 pence per new Ordinary Share, representing a 131% premium
to the latest share price before the suspension, and to the expected proceeds
from an MVL. The investment was by Salonica GP (advised by Salonica Capital
Ltd) and was to support the execution of an RTO by the acquisition of an
identified asset ("The Acquisition"), as set out below, in the media and
entertainment sector. On 13 November 2024 the investment was completed
following approval by the Company's shareholders and Othman Shoukat and
Richard Collett joined the Board.
The Acquisition, which was introduced by Salonica Capital, will be of a newly
incorporated company which has been established to acquire the global
distribution rights of certain media assets and technology licences from an
established international media company, and this process is currently
underway. Its management team, who are highly experienced in this sector, are
focusing their plans on driving recurring revenues from these assets as well
as event specific revenues. The Acquisition is currently expected to complete
in the second quarter 2025. Consideration for the Acquisition is expected to
be settled via the issue of New Ordinary Shares in the capital of the Company.
A fundraising may be undertaken alongside this to accelerate the development
and growth of the Company, as well as to settle certain contingent deal costs.
Should the Acquisition complete as envisaged, shareholders will each receive a
further seven ordinary shares by way of bonus issue for every four ordinary
shares they hold. This will increase the uplift to Shareholders to 536%
compared to the last quoted price.
Cash balances on 31 December 2024 were £674,210.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS PERIOD ENDED 30 SEPTEMBER 2024
6 Months to 6 Months to Year to
30 Sep 2024 30 Sep 2023 31 Mar 2024
(Unaudited) (Unaudited) (Audited)
£ £ £
Revenue - - 13,935
Cost of sales - - -
Gross profit - - 13,935
Administrative expenses (149,094) (558,818) (1,479,951)
Operating loss (558,818) (1,466,016
Finance income 5,124 4,765 8,764
Finance expense (1,424) (465) (1,021)
Net finance income 3,700 4,300 7,743
Loss before income tax (145,394) (554,518) (1,458,273)
Income tax credit - - -
Loss for the period from continuing operations (145,394) (554,518) (1,458,273)
Loss from discontinued operations, net of tax - (592,046) 51,391
Loss for the period (145,394) (1,146,564) (1,406,882)
Other comprehensive income:
- - -
Total comprehensive loss for the period (145,394) (1,146,564) (1,406,882)
Loss per share from continuing operations
Basic & diluted loss per share (3) p (11) p (28) p
Loss per share from discontinued operations
Diluted loss per share - (11) p 0.98 p
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2024
6 Months to 6 Months to Year to
30 Sep 2024 30 Sep 2023 31 Mar 2024
(Unaudited) (Unaudited) (Audited)
£ £ £
Assets
Current assets
Trade and other receivables 15,767 119,181 68,740
Cash and cash equivalents 334,613 353,080 530,492
350,380 472,261 599,232
Assets in a disposal group classified as held for sale - 3,776,733 -
Total assets 350,380 4,248,994 599,232
Equity
Capital and reserves attributable to equity holders of the Company
Share premium account 4,035,003 4,035,003 4,035,003
Share based payment reserve 462,386 697,900 462,386
Retained earnings (4,251,268) (4,076,572) (4,105,874)
Total equity 246,121 656,331 391,515
Liabilities
Current liabilities
Trade and other payables 104,259 389,494 207,717
104,259 389,494 207,717
Liabilities directly associated with assets in the disposal group classified - 3,203,169 -
as held for sale
Total liabilities 104,259 3,592,663 207,717
Total equity and liabilities 350,380 4,248,994 599,232
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share Accumulated Share based
capital losses payment reserve Total
£ £ £ £
Balance at 1 April 2023 4,035,003 (2,930,008) 697,900 1,802,895
Loss for the year - (1,406,882) - (1,406,882)
Transactions with owners:
Share based payment charge - - (4,498) (4,498)
Forfeited share options reversed through reserves - 231,016 (231,016) -
Balance at 31 March 2024 4,035,003 (4,105,874) 462,386 391,515
Loss for the year - (145,394) - (145,394)
Transactions with owners:
Issue of share capital - - - -
Share based payment charge - - - -
Balance as at 30 September 2024 4,035,003 (4,251,268) 462,386 246,121
CONSOLIDATED CASH FLOW STATEMENT FOR THE PERIOD ENDED 30 SEPTEMBER 2024
6 Months to 6 Months to Year to
30 Sep 2024 30 Sep 2023 31 Mar 2024
(Unaudited) (Unaudited) (Audited)
£ £ £
Cash flows from operating activities
Loss before tax from continuing activities (145,394) (554,518) (1,458,273)
(Loss) / profit before tax from discontinued activities - (592,046) 51,391
(Loss) / profit before tax (145,394) (1,146,564) (1,406,882)
Adjustments for:
Depreciation - 22,498 17,887
Amortisation of intangibles - 134,774 188,683
Amortisation of right of use assets - 25,776 35,364
Share based payment - - (4,498)
Gain on disposal of subsidiaries - - (602,904)
Gain on disposal of fixed assets - (479) (289)
Gain on disposal of right of use assets - (2,876) (2,876)
Amortisation of borrowing cost - 139,761 122,291
Net finance (income) / expense recognised in profit or loss (3,700) 148,912 276,382
(149,094) (678,198) (1,376,842)
Changes in working capital:
Decrease in trade and other receivables 52,973 361,794 413,146
(Decrease) / increase in trade and other payables (103,458) 134,177 (57,147)
Cash generated from / used in operations (199,579) (182,227) (1,020,843)
Interest paid (1,424) (3,714) (5,257)
Net cash used in operating activities (201,003) (185,941) (1,026,100)
Cash flows from investing activities
Interest received 5,124 5,617 9,616
Proceeds from disposal of fixed assets - 479 1,279
Proceeds from disposal of subsidiaries, net of cash - - 1,181,148
Net cash used in investing activities 5,124 6,096 1,192,043
Cash flows from financing activities
Repayment under finance lease - (15,251) (15,251)
Interest paid on lease liabilities - (4,435) (4,435)
Repayment of borrowings - (275,342) (396,278)
Interest paid on borrowing - (146,380) (193,820)
Net cash used in / generated from financing activities - (441,408) (609,784)
Decrease/(increase) in cash equivalents (195,879) (621,253) (444,841)
Cash and cash equivalents at beginning of the period 530,492 974,333 974,333
Cash and cash equivalents at end of the period 334,613 353,080 530,492
NOTES TO INTERIM FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 SEPTEMBER 2024
1. General information
Cloudified Holdings Limited (the "Company" or "Cloudified") is a cash shell
under Rule 15 of the AIM rules. This followed the disposal of its trading
subsidiaries in the cyber security division on 12 December 2023. All other
subsidiaries (all of which were dormant) were put into solvent liquidation in
the six months to 30 September 2024. The Company is a public limited company
which is listed on the AIM Market of the London Stock Exchange and is
incorporated and domiciled in the British Virgin Islands. The address of its
registered office is PO Box 173, Kingston Chambers, Road Town, Tortola,
British Virgin Islands. The UK registered office is c/o Blake Morgan LLP, Apex
Plaza, Forbury Road, Reading, RG1 1AX.
2. Basis of preparation
These interim financial statements have been prepared in accordance with UK
adopted International Accounting Standards. They do not contain all the
information required for full financial statements and should be read in
conjunction with the consolidated financial statements of the Group as at and
for the year ended 31 March 2024. These interim financial statements do not
constitute statutory accounts within the meaning of the Companies Act. The
preparation of financial statements in conformity with IFRS requires the use
of certain critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the Group's accounting
policies. The areas involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to the consolidated
financial statements are disclosed in note 3.
The interim financial information has not been reviewed nor audited by the
auditors. The interim financial information was approved by the Board of
Directors on 10 February 2025. The information for the year ended 31 March
2024 is extracted from the statutory financial statements for that year which
have been reported on by the Group's auditors and will shortly be delivered to
the Registrar of Companies. The auditors report was qualified, but did not
contain a statement, which had the Company been UK incorporated, would have
been required under either Section 498 (2) or Section 498 (3) of the Companies
Act 2006. The qualification related to a limitation in scope during the audit
process where certain records relating to a disposed of operation could not be
accessed for audit purposes, but that there was no impact on the financial
position. It also included an emphasis of matter which explained that the
directors having made the decision to dispose of the trading subsidiaries of
the Group, have made the decision to cease trading and therefore do not
consider it to be appropriate to adopt the going concern basis of accounting
in preparing the financial statements. This final results announcement does
not constitute statutory accounts under Section 435 of the companies Act 2000
The accounting policies applied by the Group in these interim financial
statements are the same as those applied by the Group in its consolidated
financial statements for the year ended and as at 31 March 2024. The interim
report is the responsibility of, and has been, approved by the Directors. The
Directors are responsible for preparing the interim financial statements in
accordance with the AIM rules for Companies.
Going Concern
The Company is now a cash shell with no trading operations. On 31 December
2024 it had cash balances of £674,210 and has an expected cash consumption of
c£32,000 per month comprising of directors' fees, audit fees and PLC running
costs. The sale of the Cyber Division in December 2023 included a Warranties
and Indemnities insurance policy which caps the Company's liabilities (save in
the case of fraud) at £1. The major expected cost going forward is expected
to be professional fees which will be incurred on pursuing the identified
Acquisition. This potential transaction will require the usual advisory fees,
and these will be incurred across is delivery. Contingent fee arrangements
will be used where practicable and economic.
The definition of a going concern is that of "any entity unless its management
intends to liquidate the entity or to cease trading or has no realistic
alternative to liquidation or cessation of operations". The directors took the
decision to cease trading through the disposal in December 2023 of all the
trading subsidiaries of the Company and, as such, have prepared the financial
statements on a basis other than a going concern. The directors do not
consider that this basis of preparation has given rise to any material
differences compared to the financial statements prepared on a going concern
basis.
3. Critical accounting estimates and judgements
The preparation of the Group financial statements in conformity with IFRSs as
applied in accordance with the provisions of the Companies Act 2006 requires
the use of certain critical accounting estimates. It also requires management
to exercise its judgement in the process of applying the Group's accounting
policies. Estimates and judgements are continually evaluated and are based on
historical experience and other factors, including expectations of future
events that are believed to be reasonable under the present circumstances. The
areas involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the Group financial statements
are disclosed below.
Estimates:
Management do not consider there to be significant accounting estimates in
respect of the six-month period ended 30 September 2024 or for the years ended
31 March 2024 and 31 March 2023.
4. Discontinued operations
On 12 December 2023, the Company announced that it had completed the disposal
of Falanx Cyber Defence Limited and Falanx Cyber Technologies Limited
(together the "Cyber Division") for an enterprise value of £4.2 million
(payable in cash) to Thetis Bidco Limited. This represented all the
professional services and monitoring managed services operating segments other
than some remaining operating costs supporting the AIM Rule 15 cash shell. In
the year ended 31 March 2023, management were committed to selling the Cyber
division with the sale of these businesses being considered highly probable
within 12 months. There was a board meeting held on 30 March 2023 to discuss
the sale of the Cyber Division, and a letter was sent to BOOST&Co on 31
March 2023 outlining the position, therefore 31 March 2023 is considered to be
the date the Cyber Division are classified as held for sale and therefore
included in discontinued operations. All assets and liabilities relating to
the cyber security division, including those which were held in the name of
the parent company (such as the lease on the Reading offices) and the
borrowings from BOOST&Co (which were held by Falanx Cyber Defence Limited)
were therefore treated as items held for sale.
The results of the discontinued operations and the effect of the discontinued
operations on the financial position of the Group were as follows:
Financial performance information
Results of the discontinued operations for the year for Falanx Cyber Defence
Limited and Falanx Cyber Technologies Limited
6 Months to 6 Months to Year to
30 Sep 2024 30 Sep 2023 31 Mar 2024
(Unaudited) (Unaudited) (Audited)
Income statement £ £ £
Revenue - 1,842,275 2,708,766
Administrative expenses - (2,141,348) (2,853,864)
Operating loss - (299,073) (145,098)
Finance costs - (292,973) (406,415)
Loss before income tax - (592,046) (551,513)
Income tax credit - - -
Loss from discontinued operations before gain on sale - (592,046) (551,513)
Profit on sale of discounted operations - - 602,904
(Loss) / Profit from discontinued operation - (592,046) 51,391
Effect of discontinued operations on the financial position of the Group
6 Months to 6 Months to Year to
30 Sep 2024 30 Sep 2023 31 Mar 2024
(Unaudited) (Unaudited) (Audited)
Net assets disposed of and the gain on disposal £ £ £
Assets of the disposal group
Property, plant & equipment - 37,195 31,517
Intangible assets - 2,841,256 2,787,446
Trade and other receivables - 898,182 910,529
Total assets - 3,776,733 3,729,492
Liabilities of the disposal group
Trade and other payables - 628,509 607,434
Contract liabilities - 573,574 598,648
Borrowings - 2,001,086 1,945,166
Total liabilities - 3,203,169 3,151,248
Net assets of the disposal group - 573,564 578,244
Consideration received in cash and cash equivalents, net of transactions costs - - 1,181,148
Gain on sale of discontinued operation - - 602,904
Net cash inflow arising on disposal:
Consideration received in cash and cash equivalents, net of transaction costs - - 1,181,148
- - 1,181,148
5. Earnings per share
Basic loss per share is calculated by dividing the loss attributable to equity
holders of the Company by the weighted average number of ordinary shares in
issue during the year. There are no dilutive share options at present as these
would currently increase the loss per share.
Continuing operations
6 Months to 6 Months to Year to
30 Sep 2024 30 Sep 2023 31 Mar 2024
(Unaudited) (Unaudited) (Audited)
£ £ £
(Loss) / Profit for the year attributable to equity holders of the Company (145,394) (1,146,564) (1,406,882)
Less (loss) / profit from discontinued operations - (592,046) 51,391
Loss from continuing operations (145,394) (554,518) (1,458,273)
Total basic and diluted (loss)/profit per share from continuing operations (3) (11) (28)
(pence per share)
Continuing and discontinued operations
6 Months to 6 Months to Year to
30 Sep 2024 30 Sep 2023 31 Mar 2024
(Unaudited) (Unaudited) (Audited)
£ £
(Loss) / Profit for the year attributable to equity holders of the Company (145,394) (1,146,564) (1,406,882)
Total basic and diluted profit / (loss) per share (pence per share) (3) (22) (27)
Weighted average number of shares used as the denominator
6 Months to 6 Months to Year to
30 Sep 2024 30 Sep 2023 31 Mar 2024
(Unaudited) (Unaudited) (Audited)
Weighted average number of ordinary shares used as the denominator in the 5,264,212 5,264,212 5,264,212
calculating basic earnings per share
As at 30 September 2024, the potentially dilutive ordinary shares were
anti-dilutive because the Group was loss-making.
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