10th June 2016
TIMES ARTICLE EXCERPT BELOW
“The biggest mover was Cloudtag, the UK tech start-up that has developed a heart rate and activity monitor to compete with Jawbone and Fitbit. Its shares got pulses racing, with a 28 per cent rise — 1¼p to 5¾p. The wearables company was buoyed by a new fundraising that was pitched at a big premium to the shares as the company moves closer to getting its devices on to high street shelves.
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Conversion of £600,000 Loan Notes, Issue of Equity, Issue of Warrants
CloudTag (CTAG:LN), the company that brings personal monitoring to the wellbeing, fitness and digital health markets hereby announces that it has received notice of conversion in respect of £600,000 of Tranche 1 Notes (based on the nominal value of such notes) issued to L1 Capital Global Opportunities Master Fund ("L1") at a conversion price of 9.5 pence per Conversion Share ("Conversion"), the details of which were announced to the market on 7 November 2016 ("Notes Announcement") and pursuant to which 6,315,790 new ordinary shares (the "Shares") fall to be issued. Definitions used in this announcement are taken from the Company's announcement dated 7 November 2016.
Under the terms of the Conversion the Company has also issued to L1 6,315,790 warrants with an exercise price the lower of a) 90% of the closing bid price per ordinary share on the day immediately prior to the date of exercise of such warrants or b) 13.125 pence per share. The terms of the Warrants are as stated in Notes Announcement.
The Company has been informed by L1 that following the issue of new ordinary shares, their shareholding in the Company's enlarged issued share capital will represent less than 3% and the remaining nominal balance of the outstanding Tranche 1 Notes held by L1 is £1.2 million. In the event that the Escrow Amount is not released (as referred to in the Notes Announcement), the nominal balance of the Tranche 1 Notes outstanding (following the Conversion) will be £0.45 million.
Application will be made for the admission of the Shares to trading on AIM and it is expected that dealings in the Shares will commence on or around 28 November 2016. The Shares will rank pari passu in all respects with the Company's existing ordinary shares.
Following the issue of the Shares, the total number of ordinary shares in issue is 385,611,752. 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.
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.
Amendment to Funding Agreement
CloudTag (CTAG:LN), the company that brings personal monitoring to the wellbeing, fitness and digital health markets, is pleased to announce that it has agreed to make certain amendments to the agreements entered into with L1 Capital Global Opportunities Master Fund ("L1") announced on 7 November 2016. The definitions used in this announcement are taken from the Company's announcement dated 7 November 2016 and the Circular issued on 24 November 2016 unless otherwise stated below.
L1 has agreed to waive the conditions set out in the Conditional Subscription Agreements relating to the release of the Escrow Amount and authorise payment of the Escrow Amount (amounting to £637,500), net of nominal legal fees relating to this waiver, to the Company.
Secondly, it was previously agreed that the date under which the Tranche 2 Notes (being £2,000,000 nominal value) may be issued ("Second Closing Date") was 40 days following the issue of the Tranche 1 Notes subject to the conditions set out in the agreements as summarised in the announcement of 7 November 2016 ("Conditions").
L1 has now agreed that the Second Closing Date shall be the date on which the Company makes a public announcement via a Regulatory Information Service in which it confirms that the shareholders of the Company have authorised in full the increase in share capital required in connection with the transaction contemplated with L1 (the "Contemplated Transactions") such that the Conditions are satisfied. This amendment will only be effected if resolution 1, to be put to shareholders at the Company's EGM on 12 December 2016, is approved.
Further, in respect of the Second Closing, the parties have agreed to split the Tranche 2 Notes into two equal parts with the first part being issued on the Second Closing Date and the second part, subject to not being later than the 90 calendar days after the First Closing Date, to be issued following the giving of two days written notice by the Company subject to the Conditions being satisfied, save that certain of these conditions have been waived by L1 in respect of the second part.
Other than as described above, there are no changes to the previously announced funding arrangements.
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.
Movement in Share Price
CloudTag (CTAG:LN), the company that brings personal monitoring to the wellbeing, fitness and digital health markets, notes the recent movement in the Company's share price and speculation that this relates to electronic correspondence from the Company's CEO which has also been made available on social media.
The Company confirms that, in the normal course of business, it expects to receive its first manufactured stock of its wearable device this month as was referred to in the announcement of 24 November 2016.
The Company also confirms that it is in early stage discussions with a further potential UK distributor and an online retailer. The outcome of these discussions are subject to normal commercial negotiations and there can be no certainty that these discussions will lead to any contractual agreements or sales.
A further announcement will be made in due course.
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.