29th April 2016
Directors’ Shareholdings and Issue of Equity
CloudTag, which brings personal monitoring to the health, wellbeing and fitness markets, has issued, in aggregate, 10,724,501 new ordinary shares arising settlement of fees due to certain Directors and IMEC a third party shareholder partner, remuneration due to an employee and also in respect of a bonus due to a Director (“Shares”). When issued, the Shares will represent 3.88 per cent of the Company’s current issued share capital and will rank equally in all respects with the Company’s existing ordinary shares.
As announced by the Company on the 30 October 2015, IMEC International (“IMEC”) is an important third party technology shareholder partner of CloudTag. During the year IMEC successfully delivered the cutting-edge algorithms for the Cloudtag Track™ and met the strict performance criteria set by the Company. Pursuant to the terms of the commercial agreement between IMEC and the Cloudtag the Company has issued IMEC 2,925,814 new ordinary shares at a price of 2.62 pence per share (being the average of the closing mid-market price on the 30 days prior to the 31 March 2016 (“IMEC Shares”) and representing a payment of €100,000 (£76,656).
In accordance with the terms of his service contract with the Company, the Cloudtag board has awarded Amit Ben-Haim a bonus of £97,500 in respect of the period from 8 January 2015 to 8 January 2016. Demonstrating his belief in, and commitment to CloudTag’s development, Chief Executive Officer, Amit Ben-Haim, has chosen to receive payment of the bonus in shares by the issue of 4,588,236 new ordinary shares in the Company at a price of 2.125 pence per share (“Bonus Shares”) being the average mid closing price of the preceding 5 trading days before the 8 January 2016. In determining the bonus payment the board took into account that Amit had surpassed his target goals as follows:
1. Launching CloudTag’s first commercial product set.
2. Establishing the foundations of the commercial agreements with retailers and online retailers in the EU and USA as well as building the B2B points of contact;
3. Designing and implementing an enhanced strategy for product commercialisation and growth;
4. Converting third party major technological consultants into shareholders of the Company;
5. Developing the Company’s in-house technology backbone (including hardware, smart device apps and cloud functionality), enhancing its Research and Development activities and building upon its intellectual property estate; and
6. Managing the outflow of operational expenses, with a significantly higher proportion of the overall nominal spend diverted into Research and Development.
Pursuant to the terms of their employment and non-executive agreements the Company is issuing the following shares in lieu of cash payment to certain directors and an employee of the Company, these fees and remuneration cover the period from 1 July 2015 to 22 April 2016. The prices at which the new ordinary shares will be issued is the average closing mid-market price of the preceding 5 trading days prior to the quarterly anniversary of the date the respective agreements were entered into (except where this is in a Close Period).
– 722,037 new ordinary shares at an average price of 2.57 pence per share in settlement of director’s fees of £18,000 due to Gerald Bereika, non-executive director of the Company, for the period 1 October 2015 to 1 April 2016;
– 1,179,163 new ordinary shares at an average price of 2.32 pence per share in settlement of £27,000 of director’s fees due to John Wakely, Finance Director of the Company, for the period 17 July 2015 to 17 April 2016;
– 1,096,122 new ordinary shares at an average price of 2.965 pence per share in settlement of director’s fees of £32,500 due to Amit Ben-Haim, CEO of the Company, for the period 11 November 2015 to 1 February 2016; and
– 213,129 new ordinary shares at an average price of 2.53 pence per share in settlement of £5,392 of remuneration due to an employee of the Company.
Following the issue of Bonus Shares and Fee Shares to Directors, their shareholdings in the Company’s enlarged issued share capital are set out below.
||Shareholding prior to issue of Shares
|Shareholding after issue of Shares
||% enlarged issued share capital
Application has been made for the admission of the 10,724,501 new ordinary shares to trading on AIM and it is expected that dealings in these shares will commence on or around [5 May] 2016.
Following the issue of the new ordinary shares, the total number of ordinary shares in issue is 286,643,251. This number may be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company.