28th November 2016
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.