CloudTag Inc. Conversion of Loan Notes and Exercise of Warrants (3022U)
January 17 2017 - 2:00AM
UK Regulatory
TIDMCTAG
RNS Number : 3022U
CloudTag Inc.
17 January 2017
17 January 2017
CloudTag Inc.
("CloudTag" or the "Company")
Conversion of GBP0.3 million Loan Notes
Issue of Warrants
Notice of Exercise of Warrants
Issue of Equity
CloudTag (CTAG:LN), the company that brings personal monitoring
to the wellbeing, fitness and digital health markets hereby
announces that on 16 January 2017 it received a notice of
conversion in respect of GBP300,000 of Notes (based on the nominal
value of such notes) which were issued to L1 Capital Global
Opportunities Master Fund ("L1") together with a notice to exercise
warrants over 2,884,615 new ordinary shares in the Company at an
exercise price of 6 pence per share for total gross proceeds of
GBP173,076.92.
Definitions used in this announcement are taken from the
Company's announcements dated 7 November 2016 and 28 November 2016
("Notes Announcements") unless otherwise stated.
Conversion of Loan Notes and Issue of Warrants
The GBP300,000 of Notes have been converted at a conversion
price of 6.5 pence per ordinary share ("Conversion") resulting in
the issue of 4,615,385 new ordinary shares (the "Conversion
Shares").
Under the terms of the Conversion the Company has also issued L1
with a warrant over 4,615,385 new ordinary shares in the Company
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) 8.0 pence per share.
The terms of the Warrants are as stated in the Notes
Announcements. Both the conversion price in respect of the Notes
and exercise price in respect of the Warrants have been rounded
down to the nearest GBP0.005 in accordance with the terms of the
relevant agreements.
The remaining aggregate unconverted nominal value of the Notes
issued to L1 is GBP800,000.
Application will be made for the admission of the Conversion
Shares to trading on AIM and it is expected that dealings in the
Shares will commence on or around 23 January 2017. The Shares will
rank pari passu in all respects with the Company's existing
ordinary shares.
Following the issue of the Conversion Shares, the total number
of ordinary shares in issue will be 427,442,522. 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.
Proposed Exercise of Warrants
The Company has today received notice in respect of an exercise
of warrants over 2,884,615 ordinary shares in the Company ("Warrant
Shares") at an exercise price of 6.0 pence per Warrant Share in
relation to warrants issued to L1 as announced on 14 November
2016.
The issue of the Warrant Shares is subject to receipt by the
Company of gross proceeds from the warrant exercise of
GBP173,076.92 ("Gross Proceeds"). This amount is expected to be
received on or around 19 January 2017. A further announcement will
be made to confirm receipt of the Gross Proceeds and application
for Admission of the Warrant Shares to trading on AIM will be made
following receipt of the Gross Proceeds.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
CloudTag Inc. +1 345 949 45 44
Amit Ben-Haim / Tony Reeves contact@cloudtag.com
UK Investor Relations +44 (0) 20 7052 8469
investors@cloudtag.com
Cairn Financial Advisers
LLP (Nominated Adviser)
Liam Murray / Jo Turner +44 (0) 20 7213 0880
This information is provided by RNS
The company news service from the London Stock Exchange
END
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