Share Name Share Symbol Market Type Share ISIN Share Description
Cloudtag LSE:CTAG London Ordinary Share KYG2215A1076 ORD 0.1P (DI)
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  -0.125p -1.75% 7.00p 6.75p 7.25p 7.375p 6.50p 7.125p 8,734,481.00 16:19:07
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Technology Hardware & Equipment 0.0 -1.3 -0.7 - 29.60

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DateSubject
22/1/2017
08:20
Cloudtag Daily Update: Cloudtag is listed in the Technology Hardware & Equipment sector of the London Stock Exchange with ticker CTAG. The last closing price for Cloudtag was 7.13p.
Cloudtag has a 4 week average price of 7.68p and a 12 week average price of 9.44p.
The 1 year high share price is 23.88p while the 1 year low share price is currently 1.38p.
There are currently 422,827,137 shares in issue and the average daily traded volume is 11,866,117 shares. The market capitalisation of Cloudtag is £29,597,899.59.
16/1/2017
22:12
loglorry1: Mms98 what we do or don't do has no effect on ctag or ctag share price. Dito you. So lets focus on the company not on each other and our particular motivations. The posts I've made focus on ctag and what I believe are it's prospects. I dont think a 0.5p rise makes any difference to that. For the record I'm short and in profit. It's possible for us to both make a profit. When folk post vacuous things like "it's goint to hit new highs" then it's likely they'll be pick up on it.
12/1/2017
10:47
henchard: It looks to me like L1 are well on track to get pretty much the maximum number of shares they can under the 110m disapply pre-emption rights CTAG asked its shareholders to vote on in the 24 Nov circular and approved by shareholders at the 12 Dec EGM (plus the number of shares they converted ahead of that under the existing disapply pre-emption rights authority CTAG had). This suggests to me that from the get-go L1 were highly confident of being able to control the market in CTAG's shares and also that the 110m disapply pre-emption rights CTAG asked its shareholders to vote on is actually a great guide to how many shares that L1 would end up converting from that point on. Of course this would necessarily mean that the average share price would have to be massively lower than its level before the death spiral was announced, something L1 obviously knew and which I suspect the CTAG board also knew. L1 have I think £1.1m of loan note conversions left to announce. If volume is beginning to dry up, it might end up that the tail end loan-note conversions are at a low enough price to mean that the number of warrants rises to a level where not all of them can be exercised without breaching the disapply pre-emption rights authority. In this case CTAG would have to go back to its shareholders to approve the issue of the relevant number of further shares. I doubt that'll be a problem. Could well be a case by that stage of CTAG saying vote for it or we're unable to continue as a going concern.
11/1/2017
22:49
wshak: Duplicated from LSE to avoid deletion:Today 22:45I don't intend to post much here as I wait to see the warrants played out but, as my name was mentioned in the theory below:"This post was from bonker99 to Wshak Tue 22:49 (10 Jan ).@ wshak"Most of the companies that L1 have provided this type of financing to are now bust, or with share prices which are close to worthless. That didn't put CTAG off from engaging them, and it won't put off others Ina similar boat. You'll have to ask CTAG why they did that, but I have my own theory, which I'm very confident on."Bonker99: What are you thinking? A *cough* timely *cough* destruction of the share price via L1 then "white knight" directors weighing in with buys just prior to a sales deal being announced??""To be absolutely clear, I don't consider there to be a cat in hell's chance that directors will be weighing in with buys just prior to a sales deal being announced. I consider the company to be entirely worthless, which is why I am short.This not to say that there won't be sometimes violent gyrations in the share price - only that any upward movement won't last long.I digress. Why did CTAG choose to accept funding with terms attached that handed over complete control of the company's share price to an outfit like L1? What did they get in return?They got over £4m, possibly more if warrant exercises draw in a few extra quid.That may seem insignificant compared to the market cap. at the time, and completely unworthwhile, but insiders had already sold £millions, so it's not as if L1 are affecting their holdings.When a financier like L1 are allowed through the door, it is to take advantage of CTAG's key asset - the liquidity in its shares. CTAG's own actions in November & December aided this liquidity, helping L1 to sell stock to the public.I doubt very much that the destruction in the CTAG share price has come as a surprise to CTAG management. How can it have been, when they agreed the terms which virtually guarantee it?
23/12/2016
10:36
wshak: What is the fully diluted market cap. of CTAG? According to the annual report, this was the situation at Sep 2015: http://www.cloudtag.com/wp-content/uploads/2015/12/CloudTag-AR2015_final.pdf 42.6m warrants at an average of 4.8p, also 5.7m options There is also this RNS on 6 July 2016, which summarises the total number of warrnts and options after the director/employee grants: http://www.investegate.co.uk/cloudtag-inc---ctag-/rns/grant-of-options-and-warrants/201607060700073430D/ At this point, the company states: Following the grants set out in this announcement the Company has granted, in aggregate, options and warrants over 29,700,000 Ordinary Shares and 59,683,334 Ordinary Shares respectively, representing 9.2% and 18.5% respectively of the ISC. So, options/warrants over 89.7m at this stage, nearly all significantly below the current share price. There have been some minor exercises of the more expensive warrants as the share price went into a frenzy - see announcements on 27 Sep, 4 Oct, 14 Oct 2016. 5m warrants were exercised. Since then, there have been warrant awards to L1, WHICH HAVE NO DOWNSIDF LIMIT ON STRIKE PRICE, as follows: 14 Nov, 7.4m warrants http://www.investegate.co.uk/cloudtag-inc---ctag-/rns/conversion-of--700-000-loan-notes/201611141538031312P/ 23 Nov, 6.3m warrants http://www.investegate.co.uk/cloudtag-inc---ctag-/rns/conversion-of--600-000-loan-notes/201611230700078856P/ 9 Dec, 19.2m warrants http://www.investegate.co.uk/cloudtag-inc---ctag-/rns/conversion-of--1-15-million-loan-notes/201612091748265037R/ 21 Dec, 10.8m warrants http://www.investegate.co.uk/cloudtag-inc---ctag-/rns/conversion-of--0-7-million-loan-notes/201612211747395418S/ So total number of options outstanding is 29.7m Total number of warrants is 59.7m - 1m - 4m - 1m + 7.4m + 6.3m + 19.2m + 10.8m = 97.4m Total number of warrants & options is 29.7m + 97.4m = 127.1m Current number of shares in issue is 419m http://www.investegate.co.uk/cloudtag-inc---ctag-/rns/conversion-of--0-7-million-loan-notes/201612211747395418S/ Total number of fully diluted shares is therefore: 419m + 127.1m = 546.1m shares There will be some cash that comes into the company as a result of exercise, but the vast majority of the warrants/options are at prices significantly below the current 8p level. The warrants issued to L1 have no lower limit on the strike price. They are, as a result, highly dilutive. The current undiluted market cap. at 8p is £33.5m Fully diluted market cap at 8p is therefore 546.1m x £0.08 = £43.7m As we know from the terms of the L1 financing deal, there is a lot more dilution to come, through discounted share issuance and warrants with no lower limit. @WShak1
11/12/2016
10:54
olufemisudem: EPIC code: CTAG CloudTag – EGM circular published, my plan for great riches hits a snag but there is a get-out By Nigel Somerville, the Deputy Sheriff of AIM | Friday 25 November 2016 Disclosure: I have no positions in any stocks mentioned, and no plans to initiate any positions within the next 72 hours. I wrote this article myself, and it expresses my own opinions. I am not receiving compensation for it (other than from ShareProphets). I have no business relationship with any company whose stock is mentioned in this article. Oh dear. They say that no news is good news and so conversely it was beginning to seem that every time AIM-listed CloudTag (CTAG) opened its mouth via the RNS system these days it was bad news. What a come-down from the good old days when it could announce anything it liked and the market loved it. Perhaps the company’s fortunes will change with this morning’s ramptastic RNS, although the reaction seems a tad muted already. Watching this unfold I wonder if my plan for instant wealth as a death spiral financier might hit a snag. We’ve already had the Second Chance $5.2 million guaranteed orders this year deal which wasn’t and which got a second chance as a possibly maybe perhaps if we feel like it and the company gets around to having an actual product one day deal which may or may not happen possibly this year, or next, or never for a rather smaller amount type of deal. Yesterday’s EGM circular slipped out another bombshell in the form of a previously binding heads of terms agreement with Cities morphing into a possibly maybe perhaps if we feel like it and the buyer doesn’t walk away deal if and when we finally get around to signing a Final Agreement deal which is not certain. This morning we are told that the Cities deal has now all been signed. Great news….except that either party may terminate the Agreement upon written notice at any time. Not quite so binding, then. And there is no guarantee of any sales arising. And in any case there still isn’t any merchandise to sell. Never mind that, the shares have pushed upwards on the back of this ramp. For now. In both cases the previously well-received ramptastic announcements saw the company get a placing away shortly afterwards. But with both deals now seeming to be rather less certain than previously understood, it is perhaps little surprise that the shares have somewhat crashed over the last few days. Indeed, yesterday’s disappointment saw the stock slip 16% to just 8.5p in the middle. Only last month the shares hit a high of almost 24p. In that context, this morning’s gain seems more like a dead cat bounce than a major turnaround. Meanwhile, back to that EGM circular – critical to the issue of a £1.8 million cash injection into the company (at least on currently announced terms). CloudTag is seeking approval to roll out the printing presses to the tune of an additional 110 million shares in order to meet the expected loan conversions and associated warrant issuance, along with the issuance of shares to directors in lieu of fees. Now 110 million shares seems a hefty number – especially in the context pf the currently issued 386 million shares. The stipulation from L1 (the provider of finance via convertible notes) seems to be that the company gets approval for the issue of 70 million shares and thus the company has decided that it needs to up that figure by about 50%. I guess when your shares are falling so fast and you really need the cash you don’t want any unexpected little problems like share issuance authorities to put a spanner in the works. Now then: the maths. L1 had, at the last count, £1.2 million of convertible notes (assuming the escrow cash is released). Tranche 2 is for a further £2 million (nominal) of notes. The notes, totalling £3.2 million, would be convertible at the prevailing closing bid price of the shares at time of conversion. At yesterday’s closing bid price of 8.25p, that would result in the issue of 38.8 million shares. But alongside that would be issued an equal number of warrants, taking the total up to a potential 77.6 million bits of confetti. All of a sudden 110 million shares doesn’t seem quite so many. Indeed if the bid price of the shares drops to 5.8p or less before L1 converts £3.2 million of notes the company would have to issue more than 110 million shares and warrants to allow full conversion/exercise. With yesterday’s closing bid price of 8.25p in mind, versus a high of almost 24p (mid) just last month, and a drop of 16.1% drop yesterday (recovered in part today), can we envisage a further drop of to 5.8p or less? The company may have bought itself a reprieve with this morning’s not very binding agreement under which there is no guarantee that any sales will arise but it all feels very temporary. That might just be a bit of a cause for concern for L1: what if the share price drops so far that it can’t convert the notes and/or can’t be issued the associated death spiral warrants? With the shares having cratered from about 24p last month to yesterday’s 8.25p (bid) close, 5.8p doesn’t seem reassuringly distant. Add in a second revelation of a deal which wasn’t and considering the position of Nomad Cairn in all of that there just might be a spot more nervousness over at L1 Towers. What if the shares are suspended? L1 could be lobster-potted. And so my great plan for incredible riches by becoming a death spiral financier on the Casino hits a bit of a snag. Obviously I can see that I’ll make a huge amount of cash in my new career but I really need to make sure that I have in place a belt-and-braces safety mechanism to make sure I don’t get caught out. I thought I had it cracked in that since all the corporate advisers, PR, board etc etc would all be paid from my funding I didn’t really think that anything could go wrong. But it seems I need to think through a new scenario of avoiding being left holding notes I can’t convert. Let’s say that I had got a nice tasty deal in place whereby I get a decent pay-off provided that I can get my notes converted and dumped. Oh, and I’ve managed to get an equal number of death-spiral warrants issued as number of loan conversion shares. Obviously in order to maximise my profit, I’ve structured my loan notes so that I pay a discount to par on them in the first place so once I’ve converted and lobbed out the stock I’ve made a tasty wedge. But now I’ve amassed a barrow-load of warrants I can convert at a 10% discount to the prevailing bid price of the shares. Easy – exercise and dump, not necessarily in that order. Being that nobody cares about bad behaviour on the Casino my plan is to forward sell the warrant exercise shares ahead of exercise and cash in on the share price drop I cause (as well as that 10% discount). Since I plan to get all the loans converted as a first priority, I’ll maximised the gains I can make on the warrants. It is bullet-proof: nothing can go wrong. I’ve got everyone in my pocket as they are paid from my cash – it is perfect. But two snags suddenly appear over the horizon: firstly, what if the company I’ve handed cash to is outed for issuing RNS statements which are, shall we say, at variance with the actualitees? What if the Nomad, Cairn Financial, walks and I’m left holding the notes? What if the company is then booted off the Casino and subsequently goes bust? Not a nice thought. Now I reckon my cash will keep everyone sweet so perhaps it won’t matter how bad things look for the company in the veracity department, although it is just faintly possible that the Oxymorons at AIM Regulation could step in and influence things. Nah….they’re paid by the LSE which is paid by…..the investee company, which is surviving on my money. OK, all’s well. Probably…. But what if the shares collapse before I’ve converted and all of a sudden – despite my cunning ruse to get the company to persuade its shareholders to approve massively increased share issuance authorities – I can’t convert all of the notes/warrants because the company runs out of headroom in the wake of a share price collapse? I’m getting a bit nervous. Having carefully structured my deal with the investee company so that I hand over my cash in stages and applied conditions which I thought left me well protected, I don’t feel so sure that I want to hand over the next line of cash but it looks as though the conditions I set are about to be met. Yikes, I could be forced into the lobster-pot! I even went to the trouble of ensuring that the total amount of unconverted debt following the next tranche of cash I’m to hand over had to remain below a certain % of the market capitalisation – and although that could still come to my rescue, salvation by that route seems a fair way off. What to do? Studying the CloudTag situation, this really is a bit of a conundrum. In the case of CloudTag the outstanding unconverted debt sits at £1.2 million and the second tranche is another £2 million nominal. L1 has set a 7.5% of market capitalisation threshold on the total of £3.2 million (before any further note conversions), over which it can refuse to hand over more dosh. At 8.5p mid the market capitalisation is currently £32.78 million. 7.5% of that is £2.46 million, against the £3.2 million which would be outstanding following the issue of tranche 2 – and thus the conditions are not met so L1 would be able to walk away without handing over tranche 2. Brilliant: a get-out! But there is just that nagging business about whether the Nomad might take the wholly unreasonable step of resigning out of principle or, heaven help us, under a spot of “encouragement” from others. Even if L1 can get out of handing over that extra tranche of cash, it still has that £1.2 million to convert before the music stops. It won’t want to be left holding notes it can’t convert, but on the other hand if it converts the notes then that 7.5% get-out might slip out of reach as the value of the outstanding notes falls away. After all, if the whole of the currently outstanding £1.2 million is converted then L1 would have to see the market cap of the company fall to just £26.67 million before it can get out of handing over tranche 2. Not a million miles away, but far enough for the lobster-pot to beckon. So what would I do in that circumstance? I want to make my bunce, but I don’t want to take any risks. Actually, thinking about it, I may have a cunning way out. So I reckon I’d offload all the debt that I could as quickly as possible, dumping as I go. That would, of course, include the escrow amount. Being that it is all on the Casino where rules are made to be broken I fancy I’ll easily get away with forward selling the stock too so a decent margin should be achievable. But that could leave me high and dry when it comes to using the 7.5% rule to get out of handing over more cash. But hang on, there are the warrants! Since these are exercisable at 90% of the prevailing bid, I should be able to exercise and dump (not necessarily in that order) enough to force down the price. A bit of boxing and coxing between the notes and the warrants and I should be well able to trigger that 7.5% rule but still get my cash. Oh, what a relief - my plan to achieve great riches from death spiral funding on AIM is still alive! I’ll simply exercise enough warrants and dump the stock so as to hold down the share price enough to fail the 7.5% test. I should be able to convert a bit more debt in the midst of all that, giving me yet more stock (and additional warrants) to (forward) sell and thus push the price even lower. The shareholders get burned, but who cares about them? Of course, if the investee company manages a flow of good solid ramptastic announcements which pushes the share price higher then the share issuance headroom issue goes away and I’m happy. Indeed, if the shares of my investee company had a bit of a wobble (as CloudTag did yesterday) and then bounced back I could even trigger a warrant exercise or loan note conversion at the depressed price the following day and sell into any bounce. More bunce for me! So all’s well. Meanwhile, CloudTag remains a stand-out sell. Watch out for warrant exercises as a sign of cold feet. - See more at: HTTP://www.shareprophets.com/views/25510/cloudtag-egm-circular-published-my-plan-for-great-riches-hits-a-snag-but-there-is-a-get-out#sthash.oTkaXRLq.dpuf
03/12/2016
09:27
nod: Surely, the RNS dated 1st December 2016 is an obvious whopping lie?It states clearly that "The board of CloudTag RECENTLY became aware that..." I'll paraphrase the background...CTAG's founder, a major shareholder and paid consultant, Corvus, had disposed of over 25 million shares over two years previously in October 2014. The market share price around this time was around 4p. Selling such an amount privately would likely achieve well below the market price.Why would we expect CloudTag board to know of this transaction?Corvus was invoicing CloudTag as a Consultant during this year AND the following year. Furthermore, shareholders were also paying Corvus for telephone calls - see 2015 Annual Report, 2014 Annual Report, 2013 Annual report (GBP 59,017)Clearly, Corvus is an insider and not an unrelated party.CTAG recognised this and defined payments to Corvus under Related Party Transactions. Same with payments to Kitwell (Hirschfield).After Oct 2014, Corvus Capital retained a direct holding in CloudTag of 3.25 million shares, which may have been around 2% of shares in issue at that time (Oct 2014).As a founder of CTAG, a substantial shareholder and an investment company you would reasonably expect someone at Corvus e.g. Andrew Regan, to have an interest in reading the CloudTag Annual Reports. Especially as Corvus were acting as Consultants to CTAG. A word search shows Corvus gets a mention in each annual report.In March 2016 the company Annual report clearly states that Corvus is a "major shareholder" as well as a Consultant to CloudTag (page 40).In March 2015 the annual report clearly states that Corvus is a "major shareholder" and had invoiced CloudTag (page 32).As the named Principal of Corvus Capital, Andrew Regan, invested in CloudTag and floated the company on AIM at 20p. If he sold out 25.5 million shares at below 4p in October 2014, he doesn't look very clever does he? Especially as the product (which was his baby remember) was in development in October 2014.It is most likely that Corvus/Regan transferred the shares to Spreadex and remained the beneficiary as a Nominee. The alternative to that scenario is that Regan knew by Oct 2014 that CTAG would fail and he got out.By the Year End September 2015, Spreadex had increased it's holding to 50.3 million shares (19.3%) AR2015 page 14Spreadex was by far the biggest shareholder in CTAG. On 29 Feb 2016, Spreadex invested a further GBP215,000. Subscribing to 11,684,783 (4.8%) new shares for 1.84pTaking it's holding to around 62 million shares.Spreadex continued buying and on 16 March 2016 reported over 20% holding (transaction on 9 March)When did Spreadex sell these shares?Lots of dubious fundraising over the next months pumped up the share price.Having pumped the price Spreadex began selling - down from 20% to 12% on 22 Junedown to 8% on 18 Julyfundraising continuesdown below 3% on 16 AugustThe share price in August was still only around 5.5pWas this whole process the transfer of this pup to private investors?Spreadex is a betting company.Taking things at face value, if Andrew Regan was happy to quit CTAG at say 3p and yet continued to act as a consultant to the company, it demonstrates an utter lack of confidence in CloudTag's future.In the 29 Feb 2016 RNS, it refers to 7.250 million shares being given to a consultant for "business development". I imagine the consultant was Corvus/Regan?At the time these were given a value of 1.675 pence = GBP 121,437If sold at 16p that would have been nice compensationThe CEO, Andy Jackson, quit in February 2015. This was not long after Regan transferred his shares. Did they know this company was going down the pan?RNS 1 December 2016The board of CloudTag (CTAG:LN) recently became aware that on 3 October 2014, 16 October 2014 and 6 November 2014 Corvus Capital Limited ("Corvus"), which had previously notified the Company that it held 28,800,000 CloudTag ordinary shares, transferred ownership of 25,548,439 ordinary shares to Spreadex Limited. Following these transfers Corvus no longer had or has a disclosable interest in the Company's ordinary shares. Spreadex Limited disclosed on 16 August 2016 that it no longer had a disclosable interest in CloudTag ordinary shares.
30/11/2016
15:16
themadstork: You are wasting your time on LSE, Wshak. They would rather listen to fairy stories from 'respected' rampers. It's just a load of stress for no tangible gain, hence why I stopped posting on there. They cannot say they were not warned about what has happened, is happening and will happen to the CTAG share price.
28/11/2016
10:04
wshak: I think moderators on LSE, where they act within minutes to remove bearish content, have a lot to answer for. There ARE some genuine investors who have been sucked into the CTAG story, and haven't a clue what the death spiral finance actually means for them. When they ask, they just get lied to by the incumbents on the CTAG board, whereas anyone who tries to explain it properly has their post removed. JimPrice writes in response to a genuine question about the RNS today: "Amit was prepared to wait 40 days until the release of the escrow funds. Today's RNS makes them available for immediate release, perhaps he did not anticipate the CITIES deals to close so soon; the Thursday RNS seems to indicate weeks rather than days and then we got Friday's confirmation of the agreement. The etailers are looking for a payment to kick start the launch, it's all happening; we'll be on Amazon soon." This "information" is considered okay on LSE, but it's basically a lie. Today's amendment of terms of the death spiral financing simply removes any pretence by CTAG that there are limits at which they will issue shares. Bears have always argued that they would simply drop any conditions needed to ensure that the money continues to come in. The shares have no value, and insiders know that, so it's the amount of money that comes in that is important, not the number of shares that they need to issue to get it. All that is happening here is that L1 is selling shares to the public and , when appetite dries up at a particular price, they reduce it by a fraction to try and generate interest again. Hence, the steady drip, drip decline in the share price. At the rate that shares are being issued, and forward sold (either thro' the CLNs or warrants), I can see a situation where the shares will soon be 5p, but the company will still have a market cap. of £25m - with 500m shares in issue. It'll take some months for the full story of the CTAG promotion to become apparent, but I think a target share price of 1p by March is realistic. It'll take another year to lose another 90% to 0.1p, assuming they haven't closed up and gone by then. As for LSE and its moderators? Shame on them. @WShak1
23/11/2016
10:05
sweet karolina: It does all come down to Moron Buying Power (MBP) and not numbers of morons involved. There will be lots of morons sounding off on LSE for a good time to come, but do they have the money to put where their mouths are? I think the "operational update" will play heavily on the product after Track - Onitor. I think they will still try to imply there is a chance of delivery of Track before Christmas without actually stating a delivery date. The authority for issue of new shares will not just be about covering the death spiral but will also be around accelerating Onitor. My assessment of MBP is that it remains strong and therefore the share price will go up on the news and L1 will sell into that. L1 make money regardless of whether the share price goes up or down in the 3 day shorting before conversion period, they make less money if the share price stays flat. It is interesting that L1 have left themselves a relatively small amount to dump into that news (£450k), they have clearly been keen to bank gains based on the limited volatility during the pre news period. Whether this is simply a bird in the hand being worth 2 in the bush or whether they know something is unclear. The warrants are interesting. I view them as a phase 3 ie coming after T1 and T2. The pricing mechanism is slightly different in that it is the bid on day before exercise that sets the price rather than the lowest bid over 3 days, which means L1 really want the shareprice to be falling as they short ahead of exercise and that means waiting for Moron Buying power to be heavily depleted - which will happen eventually, the hard part is predicting when - does it just exhaust itself or does some event trigger a wake up call? Watching all these things play out from the side lines is fascinating. If I am wrong (my assessment of MBP is based largely on gut feel and not any metrics) about the share price going up on the "operational update" / circular then that will be a clear sign that MBP is more heavily depleted than I thought. L1 may well then look to dump the escrow amount and dump and exercise the warrants whilst pulling the plug on T2 under the 7.5% of Market Cap rule or the "an event occurs or a circumstance comes to subsist which would in the reasonable opinion of the Investor be likely to have a material adverse effect on the Company" rule. My guess for the story moving forwards post Christmas non delivery of Track, is that problems will be encountered with the manufacturer of Track. But that is not a problem as CTAG have not paid them anything and because Onitor is looking so good they are not going to bother with track and move straight to Onitor, which will definitely be on the shelves well before Christmas 2017 and they already have a much better manufacturer lined up.
16/11/2016
12:21
ionlypostafterbbms: From one of the priests on LSE. Perhaps those of you who understand this stuff could cast an eye over it? The re-poster (not the author, LSE deleted the original) writes - "Only caveat IMO is that I think he missed the fact that the investor get both warrants + shares but here is the copy paste. "Funding explained in Laymans terms and Death Spiral finance disproved. The institutional investor has the right, but not the obligation to buy £4.5m worth of convertible loan notes at 10% discount to market price (nominal value) Convertible loan notes essentially are then converted to warrants in order to sell so the investor makes money. These warrants can either be sold as soon as they are converted for 125% NOMINAL value or, sold within the next 3 years at 90% of the previous days closing price. Example: Tranch 1 - £2.5m loan notes at a cost of £2.25m, of which £700k of loan notes have been converted into warrants. These warrants could have been sold on the same day they were converted for the 125% premium for 13.5p per share (11.5p nominal value, bought for 9.5p) The Investor, if he had sold, would have made £294k profit on his £700k initial investment (7,368,422 warrants multiplied by 13.5p share price). BUT he didn’t sell the warrants, therefore in order for the investor to reach the same profit level on this batch of shares, the price must reach 14.85p. First bit of evidence to show it is not death spiral, nor forward selling, as he would have converted straight away. THIS INVESTOR IS IN FOR THE LONG HAUL. The effect on share price of this £700k would have an overall dilution on the share price of -1.94%. Of the remaining 1.8 million loan notes in Tranch 1, 640k are held in escrow. Which we as shareholders decide if we release. (This protects us the laughable accusation of death spiral as either the share price has to be above 14p for 5 consecutive days [good news, investor higher average price paid], or we have to approve via a circular to release, therefore if we saw the investor was having a detrimental effect to share price, which he is not as he isn’t selling his warrants, we could prevent the release of the £640k) Escrow previously has been perceived as negative when in fact it is the opposite, it protects us should the investor wish to sell his warrants instantly. This leaves 1.16m CLN’s for the investor to convert to warrants before 17th December. A maximum further possible dilution on todays share price of 4.6%. (9.5p close price at 10% discount 8.55p p/s*1.8 million CLN’s= 15.39m shares, 15.39m/379m=4.06%) Now this brings me on to the ‘other matters’ due to come in the Circular. Expect big things is all I will say based upon my research. B2B updates, and product on shelves IMO.",?B> "(Part 2) Tranch 2 notes are mandatorily converted at 150% of the 14.25 share price on 4 November 2016 (21p) This is where I believe the ‘other matters’ will come into play an RNS will be released so big it will convert these notes to warrants reducing dilution further. Tranch 2 CLN’s terms are much more favourable than Tranch 1, as you can imagine the risk for the investor falls as time progresses. In summary I believe the maximum possible dilution from this investment is slightly below the 8% mark given the 4.06% dilution in tranch 1 with more notes at more favourable terms and ultimately a rock bottom share price, therefore in Tranch 2 the investor is bound to get less shares for his money. If tranch 2 warrants are converted at 150% of the 14.25p share price on the 4th November (21p per share) I believe just below 6.8%. So less than 1/10 dilution for a start-up tech company with no revenues, no deals and a ‘Fraudulent217; CEO. I’ll take that for £4.05m cash. Death Spiral finance disproved, solid financing in place, and news on the way. Best of luck to those invested."
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P:30 V: D:20170122 12:18:42