Completion of the Disposal & Directorate Changes

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 Ian Selby Executive Director	Via IFC
WH Ireland Mike Coe/ Sarah Mather (Nomad) Fraser Marshall (Corporate Broking)	+ 44 (0) 207 220 1666
IFC Advisory Ltd Financial PR & IR Graham Herring / Zach Cohen	[phone]

 

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