REG - Cloudified Holdings - Update
28/03/2024 11:45
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RNS Number : 7354I Cloudified Holdings Limited 28 March 2024
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")
Update
Cloudified Holdings Limited ("Cloudified" or "CHL" or "the Group" or "the
Company"), an AIM listed cash shell announces the following update.
The Company has today released its results for the year ended 31 March 2023 a
period when the Company was trading as Falanx Cyber Security Limited. Its
operating subsidiaries, Falanx Cyber Defence Limited and Falanx Cyber
Technologies Limited were disposed of in December 2023 pursuant to which the
Company changed its name to Cloudified Holdings Limited. As a result of the
sale, the Company is now classified as a cash shell under AIM Rule 15.
As the Company was not in a position to release its audited results for the
year ended 31 March 2023 ("FY23") by 30 September 2023 as required under AIM
Rule 19 of the AIM Rules for Companies and therefore trading in its shares was
suspended with effect from 7:30am on 2 October 2023. While the FY23 results
have now been released, the Company has not yet released its interim results
for the six month period ended 30 September 2023 as required by AIM Rule 18
and therefore the suspension will continue until such time as the interim
results are announced, which the Company expects to be in April 2024.
Future strategy
The 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 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 is reviewing 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 becoming a cash shell was which on 12 December 2023. 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 interim
results of the year ended 31 March 2023 on or before 12 June 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 Directors
will consider appointing a liquidator and entering a members' voluntary
liquidation to return any remaining cash to Shareholders.
As at 29 February 2024 the Company had cash of £567,000, with an expected
future cost base of approximately £30,000 per month.
Enquiries:
Cloudified Holdings Limited Via IFC
Ian Selby (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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