Convertible Loan Note
Cloudified Holdings Limited has secured a £250,000 unsecured convertible loan note from Salonica Play LP, with an initial 12.5% arrangement fee deducted on drawdown. The loan accrues interest at 17.5% per annum until June 30, 2026, increasing to 35% thereafter and on default, and matures on the earlier of a reverse takeover completion or December 31, 2027. Upon RTO completion, the lender can opt for repayment plus shares at the RTO price with a 7-for-4 uplift, or conversion into shares at the RTO price on the same basis. If the RTO is not completed by June 30, 2026, the lender can elect repayment or conversion at a 50% discount to the market price, with automatic conversion at market price if no election is made by December 31, 2027. The proceeds will fund general working capital and costs related to a potential acquisition.
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Cloudified Holdings Limited, the AIM quoted cash shell, is pleased to announce that it has entered into a convertible loan note instrument (the "Note") with Salonica Play LP, part of the Salonica Group ("Salonica" or the "Lender")), for the principal amount of £250,000. The Company shall pay to the Lender an arrangement/assignment fee of 12.5% of the Principal Amount.
The proceeds of the Note shall be applied by the Company towards general working capital and costs relating to the previously identified acquisition opportunity.
The unsecured £250,000 convertible loan note carries a 12.5% arrangement fee (deducted on drawdown) and accrues interest at 17.5% per annum to 30 June 2026, increasing to 35% per annum thereafter and on default. The Note matures on the earlier of completion of the proposed reverse takeover ("RTO") or 31 December 2027. On completion of the RTO, the Lender may elect either repayment of the principal and accrued interest together with the issue of additional ordinary shares at the RTO price pursuant to a 7-for-4 uplift mechanism, being the same uplift mechanism for existing shareholders as previously announced by the Company on 28 October 2024, or conversion of the principal into ordinary shares at the RTO price on the same 7-for-4 basis. If the RTO has not completed by 30 June 2026, the Lender may elect repayment or conversion of the principal at a 50% discount to the prevailing market price. If no such election is made by 31 December 2027, the Note will convert automatically at the prevailing market price.
Ian Selby, Director of Cloudified Holdings Limited, commented:
"This convertible facility strengthens the Company's funding position as we progress the proposed reverse takeover. The structure provides appropriate flexibility while supporting the Board's focus on advancing the transaction in a disciplined and timely manner."
Othman Shoukat, Director of Cloudified Holdings Limited and Salonica GP Limited commented:
"This funding reflects our conviction in the acquisition opportunity and aligns capital with execution at an important stage for the Company. We remain focused on delivering the proposed transaction and transitioning Cloudified into its next phase of development."
The entering of the Note is a related party transaction for the purposes of AIM Rule 13 of the AIM Rules for Companies due to Salonica being a substantial shareholder in the Company. The Independent Directors of the Company being Ian Selby, Robert Proctor, Richard Collett and Alex Hambro, consider, having consulted with Zeus Capital Limited, the Company's Nominated Adviser, that the terms of the Agreement are fair and reasonable in so far as the Company's independent shareholders are concerned.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.