Investors

Business Description

CloudTag brings accurate data and performance monitoring to the health, wellbeing and fitness markets; in a way that is easy to understand and allows the user to make positive changes to their health and fitness lifestyle regime.

Company Directors

Amit Ben-Haim
(Chief Executive Officer)

Amit Ben-Haim has a proven track record as a successful entrepreneur establishing, leading and expanding companies through to trade sale exits as co-founder, executive and non-executive director. In 1993, he co-founded Biosense Inc., a medical devices company which was sold to Dow Jones-listed Johnson & Johnson in 1997 for $485 million. In 1996, he co-established Impulse Dynamics Inc., another medical devices company, which ultimately licensed its cardiac contractility technology to NYSE-listed Guidant Corporation (a group company of Boston Scientific) and in 1998 he was one of several founders of Odigo Inc., a communications company specialising in instant messaging platforms (for example Blackberry’s BBM) which was sold in 2002 to NASDAQ-listed Comverse Inc. Amit’s experience extends across various industries including aviation (private and commercial), infrastructure, corporate finance and wealth management. He has expertise in risk and regulatory compliance for listed companies and is a director of SB Corporate Finance Partners Limited which is authorised by the Financial Conduct Authority to advise on and/or arrange certain investments in the UK.

Tony Reeves
(Non-Executive Chairman)

Is the Company’s Non-executive Chairman. He has over 45 years’ experience in the recruitment sector and is currently the Non-Executive Chairman of Kellan Group plc, the AIM listed recruitment business. Prior to this, he was Chairman and chief executive officer of the hotgroup plc from 2001 until its acquisition by Trinity Mirror Group plc in 2005. Previously, he was Chairman and chief executive officer of the Delphi Group plc until 2001 when it was acquired by Adecco SA. Before joining Delphi Group Plc, he was Chairman, President and chief executive officer of Lifetime Corporation, which was then a public company listed on the New York Stock Exchange. He is also a private investor in various early stage companies.

John Wakely
(Finance Director)

John served from January 2002 until his retirement in December 2013 as Executive Vice President of Stolt-Nielsen Limited (NO:SNI), a world leading integrated transportation, storage and distribution service provider for chemicals and other bulk liquid products with a market cap of US$1.1 billion. John was responsible for tax planning, internal audit and legal structure. He has been retained as the Stolt-Nielsen Limited Board Secretary and also serves as Chairman of Stolt Tank Containers Leasing Ltd. He joined Stolt-Nielsen Limited in 1988 and held various positions in the controllership, internal auditing and tax planning areas. He is also Chairman and a Director of Fiducia Ltd and of International Beverage Trading Limited a subsidiary of Thai Beverage, one of Southeast Asia's largest beverage companies. John was previously employed by BP International in various accounting roles and is a member of the Chartered Institute of Management Accountants.

Dr. Gerald Bereika, Ph.D
(Non-Executive Director)

Gerald currently serves as non-executive director of Cavendish Education Ltd, a rapidly growing UK provider of education, and as non-executive chairman of Fitspace Ltd, a UK provider of low-cost gymnasiums. He has formerly served as non-executive director of By The Bridge Ltd, the leading therapeutic foster care company in the UK and as non-executive chairman of MediHome Ltd, a pioneering provider of home health care services in the UK. From 1993 to 2007 he was the founder and Chief Executive Officer of Lifeways Community Care Ltd, which is currently trading as The Lifeways Group and is the largest provider of supported living services in the UK for people with complex special needs. Dr. Bereika has more than 35 years experience in the planning, delivery and senior management of social and health care services in both the USA and the UK. In the USA, he served as Vice president for The Mentor Group, a leading national health and social care company. Dr. Bereika holds a Ph.D. in Clinical Psychology and is a resident of the State of New York.

Directors Responsibilities

Board Meetings
The Board will meet approximately quarterly, more often if required. The matters reserved for the attention of the Board include:
  • The approval of financial statements, dividends and significant changes in accounting practices;
  • Board membership and powers including the appointment and removal of Board members, determining the terms of reference of the Board and establishing the overall control framework;
  • Stock Exchange related issues including the approval of communications to the Stock Exchange and communications with shareholders;
  • Senior management and subsidiary board appointments and remuneration, contracts and the grant of share options;
  • Key commercial matters including consideration of potential product developments, target markets and pricing strategies;
  • Financial matters including: the approval of the budget and financial plans, changes to the Group’s capital structure, the Group’s business strategy, investment commitments and capital expenditure, and the entering into of any arrangement or agreement with a shareholder or any associate of a shareholder holding over 3.0% per cent of the share capital;
  • The strategy for procuring funding either through equity or loans, for the Group’s operations and the implementation of that strategy;
  • Other matters including health and safety policy, insurance and legal compliance; and
  • strategic matters such as potential business combinations.
A core element of financial control is tight control of cash resources.
Board Committees
The Board has formally established terms of reference for the Audit and Remuneration Committees in accordance with the recommendations of the Combined Code, even though as an AIM-listed company it is not required to comply with the combined code. At this stage in the Company’s development it has been decided that a Nominations Committee is not required but this will be subject to reconsideration at regular intervals.
Audit Committee
The Audit Committee meets at least twice a year and comprises of Amit Ben-Haim, John Wakely and Anthony Reeves (Chair of the Audit Committee). In summary, the committee is responsible for the functions recommended by the UK Corporate Governance Code including:
  • Review of the annual financial statements and interim reports prior to approval, focusing on changes in the principal accounting policies and practices, major judgemental areas, significant audit adjustments, going concern and compliance with accounting standards, Stock Exchange and legal requirements;
  • Receive and consider reports on internal financial controls, including reports from the auditors and report their findings to the Board;
  • Consider the appointment of the auditors and their remuneration including the review and monitoring of independence and objectivity;
  • Meet with the auditors to discuss the scope of their audit, issues arising from their work and any matters the auditors wish to raise;
  • Develop and implement a policy on the engagement of the external auditor to supply non-audit services; and
  • Review the Group’s corporate review procedures and any statement on internal control prior to endorsement by the Board.
Remuneration Committee
The Remuneration Committee comprises of Anthony Reeves (Chair of the Remuneration Committee), John Wakely and Jerry Bereika. The committee has the following key duties:
  • Reviewing and recommending the emoluments, pension entitlements and other benefits of any executive directors and as appropriate other senior executives;
  • Reviewing the operation of any share option schemes implemented by the Company and the granting of options under such schemes.
Internal Controls
The Board is committed to the maintenance of effective internal controls. The Board recognises its responsibility to review and consider the system of controls in place for itself and its subsidiary undertakings. The controls to be put in place for the Group will be the subject of regular review and will form a key agenda item for the Audit Committee (see above). The Group has adopted strict anti-bribery and corruption policies and seeks to enforce these through a variety of means. A detailed manual of policies and procedures has been prepared and a copy has been given to all directors and key executives. This manual contains a statement of the Company policy and sets out in detail the procedures to be adopted to pre-approve contract counterparties, conduct formal and open tender processes, formulate decisions in a fair manner and authorise payments. The manual contains standard formats for application forms and required confirmations of adoption of anti-corruption policies to be signed by third parties with whom the Company will enter into contracts. The Board is committed to maintaining high standards of corporate governance. Other than the arrangements noted above, no further corporate governance code has been adopted by the Company.

Incorporation

Constitutional Documents

CloudTag brings accurate data and performance monitoring to the health, wellbeing and fitness markets; in a way that is easy to understand and allows the user to make positive changes to their health and fitness lifestyle regime.

As Cloudtag Inc. is a Cayman Islands incorporated company, the rights of shareholders may differ from the rights of shareholders in a UK incorporated company, and the company is not subject to the UK city code on Takeovers and mergers.

The Company’s main country of operations is Jersey


Articles of Association

Securities Information

Number of shares in issue: 448,104,916. Of the shares in issue 30,725,507 (6.86%) were considered not to be in public hands
Significant Shareholders

Shareholder Summary by No. Shares and percentage (Updated 18th February 2017)

Name Shares %
OSUNA LIMITED 30,975,000 6.91%
INVESTOR NOMINEES LIMITED 28,096,187 6.27%
CREDIT SUISSE CLIENT NOMINEES (UK) LIMITED 20,150,879 4.50%
HSDL NOMINEES LIMITED 16,408,647 3.66%
TD DIRECT INVESTING NOMINEES (EUROPE) LIMITED 15,892,363 3.55%
AMIT BEN HAIM 15,087,640 3.37%
HSBC CLIENT HOLDINGS NOMINEE (UK) LIMITED 14,832,528 3.31%

The company’s shares are not admitted to trading on any other exchange or trading platform besides AIM. There are no restrictions on the transfer of company securities.

Financial Reports and Circulars

Cloudtag Circular

CloudTag Inc. announced on 7 November 2016 that the Company has conditionally agreed with an overseas Institutional Investor, L1 Capital Global Opportunities Master Fund (“L1”), to issue up to £4,500,000 Senior Unsecured Zero Coupon Convertible Notes to raise gross proceeds of up to £4.05 million.

Half Year Results for the six month period ended 31 March 2016

CloudTag (CTAG:LN), the company that brings personal monitoring to the health, wellbeing and fitness markets is pleased to announce its interim results for the six months ended 31 March 2016.

30/03/16: Annual Report and Accounts

On the 30th of March, 2016, CloudTag released the company financial report and accounts for the year ended 30th September 2015.

26/06/2015: Half Yearly Report

On the 26 June, 2015, CloudTag announced their half yearly report.

30/03/2015: Annual Report

On the 30th of March, 2015, CloudTag released the company financial report and accounts for the year ended 30th September 2014.

04/12/2014: Notice of EGM and Issue of Loan Notes

On the 4th of December, 2014, CloudTag announced the succesful raise of £800,000, read the notes here as well as the notice of the comapny EGM.

04/12/2014: Form of Instruction for EGM

Download your form of instuction for the upcoming EGM here.

04/12/2014: Proxy Form of Instruction for EGM

Download your proxy form of instuction for the upcoming EGM here.

30/05/2014: HALF YEAR RESULTS

On the 30th of May, 2014, CloudTag announced it's Half Year Results for the six month period ended 31 March 2014.

31/03/2014: ANNUAL REPORTS & ACCOUNTS AND NOTICE OF AGM

On the 31st of March, 2014, CloudTag announced it’s Annual Reports & Accounts.

28/06/2013: HALF YEARLY REPORT

On the 28th of June, 2013, CloudTag announced it’s Half Yearly report.

20/03/2013: ADMISSION DOCUMENT

The company listed on the AIM market on Wednesday the 20th of March 2013.

01/03/2013: COMPANY 10 DAY ANNOUNCEMENT

The company applied to list on the AIM market and received the 10 day announcement on the 1st of March 2013.

Company Advisers

(Nominated Advisers)

Cairn Financial Advisers LLP

Cheyne House

Crown Court

62-63 Cheapside

London

United Kingdom

EC2V 6AX

Telephone: +44 (0) 20 7213 0880

(Accountants)

Hazlewoods LLP

Windsor House

Bayshill Road

Cheltenham

GL50 3AT

(Solicitors)

Mischon De Reja LLP

Africa House

70 Kingsway

London

WC2B 6AH

(Registrar)

Computershare

Investor Service

(Cayman) Limited

Windward 1

Regatta O

West Bay Road

Grand Cayman KY1-1103

Cayman Islands

(Broker)

Whitman Howard Limited

First Floor, Connaught House

London

United Kingdom

W1K 3NB

Telephone: +44 (0) 20 7659 1234