Nanosynth Group PLC Disposal of Cloudveil and Board Change (7984Q)
November 01 2021 - 3:00AM
UK Regulatory
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RNS Number : 7984Q
Nanosynth Group PLC
01 November 2021
1 November 2021
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ('MAR') which has
been incorporated into UK law by the European Union (Withdrawal)
Act 2018. Upon the publication of this announcement via a
Regulatory Information Service ('RIS'), this inside information is
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nanosynth group plc
("nanosynth", the "Company" or the "Group")
Disposal of Cloudveil and Board Change
The Board of nanosynth announces that it has agreed to return
control of Cloudveil Limited ("Cloudveil"), a wholly owned
subsidiary of the Company, to Cloudveil's founder, Antony Hugo
Gillum-Webb (the "Founder"), by transferring the Company's shares
in Cloudveil to the Founder for nominal consideration (the
"Disposal"), effective immediately.
The Disposal is in line with the Board's strategy which is to
focus on the synthesis and application of the Company's core
capabilities and has been strengthened by the appointment of Mark
Duffin as CEO in September 2021. The Disposal follows the Board's
decision earlier this year to reduce its holding in Gyrometric
Systems Limited, as approved by shareholders in August 2021, and
following this the Group will have two wholly owned subsidiaries,
being Pharm 2 Farm Ltd ("P2F") and nanosynth Ltd.
The Board also announces that following the Gyrometric
transaction, John Richardson has resigned from the Board as an
executive director, effective immediately, to focus on product
management activities within P2F, the Company's main
subsidiary.
Antony Hugo Gillum-Webb is also a director of Cloudveil and as a
result, the Disposal is considered to be a related party
transaction in accordance with Rule 13 of the AIM Rules for
Companies. Accordingly, the Directors of nanosynth, being Mark
Duffin, Antony Legge, Richard Clarke, Dr Felicity Sartain and Dr
Gareth Cave, having consulted with the Company's nominated adviser,
SP Angel Corporate Finance LLP, consider that the terms of the
Disposal are fair and reasonable insofar as the Company's
shareholders are concerned.
Antony Legge, Chairman of nanosynth, said: "The disposals of
Gyrometric and Cloudveil are the last steps in our refocussing
strategy. With the opportunities available to us, it is vital our
management and financial resources are concentrated on realising
returns for shareholders by exploiting our strong position within
the nano-particle sector."
- ENDS -
Enquiries:
Nanosynth group plc +44 77 6355 5919
Mark Duffin (CEO)
SP Angel Corporate Finance LLP +44 20 3470 0470
Stuart Gledhill
Caroline Rowe
IFC Advisory Ltd +44 20 3934 6630
Graham Herring
Tim Metcalfe
Zach Cohen
Information on Cloudveil
Cloudveil was founded in November 2017 as an intelligence
services and security risk management business. Nanosynth acquired
a 100% interest in Cloudveil on 26 September 2019 for a
consideration of GBP130,000 which was settled by the issue of
nanosynth shares. Goodwill arising on the acquisition was fully
impaired in the group accounts during the year ended 31 December
2019. In the year ended 31 December 2020 Cloudveil's revenues were
GBP20,118 and it made a loss before tax of GBP109,359. Cloudveil's
net liabilities at 31 December 2020 were GBP119,046. Since 31
December 2020 Cloudveil has continued to accrue losses with
turnover for the 6 months to 30 June 2021 being GBP2,000 and the
loss before tax of GBP31,775. At 31 December 2020 nanosynth had
provided funding of GBP114,000 to Cloudveil which had been fully
provided in the individual accounts of nanosynth at that date.
Further funding has been made by nanosynth in the subsequent period
of GBP115,000.
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END
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